Nirlon Limited — AGM Information 2021

Sep 30, 2021

Western Express Highway, Goregaon (E), Mumbai - 400 063. T +91 ·22-4028 1919/ 2685 2256 -59. F +91 -22-4028 1940. www.nirlonltd.com, Email: info@nirlonltd.com CIN: L17120 MH195SPLC011045

September 30, 2021

~e Secretary, BSE Limited, P.J. Towers, Dalal Street, Mumbai- 400 001.

Security Code: 500307

Dear Sirs,

Sub: Proceedings of the 62°d Annual General Meeting of the Company held on Wednesday, September 29, 2021 at 12.00 noon (1ST) through Video Conference (VC) / Other Audio Visual Means (OAVM)

With re ference to the above mentioned subject, we would like to, interalia, inform you of the following:

• 1 The 62°d AGM of the Company commenced at 12.00 noon (IST) as per the appointed day and date with requisite quorum as required.
• 2 All Directors of the Company, Company Secretary, CFO, Statutory Auditors and the Scrutiniser were in a ttendance.
• 3 Forty four (44) Members attended the 62°d AGM of the Company.
• 4 The Company Secretary welcomed shareholders to the virtual AGM and confirmed attendance of the following persons :
• a. Mr. Rajinder Pal Singh, Chairman, Ms. Anjali Seth, Mr. Sridhar Srinivasan, Mr. Kunna Sagaran Chinniah, Mr. KunaJ Sagar and Mr. Rahul Sagar, Directors of the Company.
• b. Mr. Manish Parikh CFO of the Company.
• c. Mr. Abhishek Agarwal, Partner, and Mr. Manish Jain, Manager of S R BC & CO. LLP, Statutory Auditors of the Company.
• d. CS Alwyn D'souza, of Alwyn Jay & Co., Company Secretary in Practice who has been appointed as the Scrutinizer to scrutinize the e- voting at the AGM and the remote e-voting process.

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The Company Secretary then further confirmed:

• a . The 62nd AGM of the Company being conducted through audiovisual means, and complies with Regulation 44(6) of SEBI listing regulations, and is also in compliance with the concerned MCA and SEBI Circulars.
• b. Proposed Resolutions are put to vote only through e-voting, and hence the practice of proposing and seconding of Resolutions will not be followed.
• c. That during the proceedings of this Meeting, the participants would be on mute.
• d. Since this AGM is being held virtually, the facility for appointment of proxies by the Members is not available. Members attending this AGM through audio-visual means shall be counted for the purpose of reckoning the quorum under Sec. 103 of the Companies Act 2013.
• e. The Annual Report for the F.Y. 2020- 2 1 comprising the Notice of the 62nd AGM, the Audited Financial Statements for the F.Y. 2020-21, Report of the Directors' (along with all required reports and annexures) and the Auditor's Report have been sent through electronic mode to all Members who have registered their e-mail addresses with the Company, or their respective depository participants. The Notice calling the 62°d AGM is hence taken as read.
• f. The Company has provided to its Members the facility of remote evoting on Link Intime India Private Limited's platform which commenced on Saturday, September 25, 2021 at 9 .00 a.m. (1ST} and ended on Tuesday, September 28, 2021 at 5.00 p.m. (1ST). Pursuant to said e-voting facility, certain Members might have already exercised their vote between these dates.

Members who have still not voted on Resolutions a re requested to cast their votes. The detailed process of e-voting is mentioned in the 62nd AGM notice.

Goregaon (E), Mumbai - 400 063. T +91-22-4028 1919 / 2685 2256 -59. F +91-22-4028 1940. www.nirlonltd.com, Email: info@nirlonltd.com CIN: L 17120 MH1958PLC011045

E-voting is also open for 30 minutes from the time of closure of this Meeting.

• g. The Independent Auditor's Report on the Audited Financial Statements of the Company does not contain any qualifications and hence the same is not required to be read at the AGM.
• h. There are no qualifications, observations and adverse comments or remarks made by the Secretarial Auditor on the Secretarial Report.
• 1. Once the e-voting is completed, the Scrutinizer will scrutinize the evoting results and submit the final report of e-voting results within 48 hours to the Company Secretary. The results of thee-voting will be announced by uploading the same on the Company's website and sending it to the BSE Limited.
• 5 Thereafter, the Company Secretary has requested Mr. Rajinder Pal Singh, Chairman, to call this meeting to order.
• 6 The Chairman called meeting to order, and on behalf of the Board of Directors of Nirlon Limited extended a warm welcome to all present at the 62nd Annual General Meeting of the Company.

Thereafter, the Chairman stated he is attending this Meeting from Gurugram. He is Chairman of the Audit, Risk Management, and Independent Directors' Committees.

The Chairman then introduced all Directors present:

• 1. Mr. Rahul Sagar, Executive Director & CEO, attending this Meeting from Mumbai.
• 1. Mr. Kunal Sagar, Promoter Director, attending this meeting from Dubai, UAE.
• iii. Mr. Kunnasagaran Chinniah, Nominee Director of Reco Berry Pvt. Ltd., attending this meeting from Singapore.
• 1v. Ms. Anjali Seth, Independent & Non Executive Director, Chairperson of the Shareholders Relationship and Nomination and Remuneration Committee, attending this meeting from

Western Express Highway, Goregaon (E). Mumbai - 400 063. T +91-22-4028 1919 / 2685 2256-59. F +91 -22-4028 1940. www.nirlonltd.com, Email: info@nirlonltd.com CIN: L17120 MH1958PLC011045

Mumbai.

• v. Mr. Sridhar Srinivasan, Independent & Non-Executive Director, Chairman of the Corporate Social Responsibility, attending this meeting from Mumbai.
• 7 The Chairman thanked his colleagues on the Board of Directors and all Shareholders for their co-operation and support.

The Chairman then made his opening remarks, a summary of which are as below:

Covid 19:

Since the beginning of the Pandemic, the Management has worked continually to raise awareness and put in place processes, resources and infrastructure to best help ensure the safety of its occupants, employees, vendors, contractors etc. As a result, fortunately, there have been no major outbreaks of Covid 19 at NKP or Nirlon House.

As on date, almost all the Company's employees, their families, as well as its vendors and contractors have been fully vaccinated. The Company is also in regular dialogue with its Licensees to support efforts to vaccinate Licensee Staff working from NKP, and facilitate a phased return to work as per the requirements of each Licensee.

As increasing numbers of people are vaccinated and the chain of virus transmission is increasingly weakened, an increasing move towards normality is evident. Increasingly aware, proactive and better prepared local Government / Municipalities and health care infrastructure, (Mumbai increasingly being one of those in the forefront of this trend) are major contributors in locations where these improving conditions are evident. These positive trends brings with them greater certainty in all aspects of life including business and economics .

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Macro Outlook:

As always, the health of the global economy will increasingly continue to have a bearing on real estate demand in India, and consequently Mumbai. The inflow of investments into India, and specifically Indian real estate will, inter alia, be driven by economic conditions in the developed world.

In this context, the present debate on rising inflation and the potential need to tighten monetary policy, including the possible rise in interest rates, will be very relevant for real estate markets around the world including India.

Demand for commercial real estate in suburban Mumbai continues to be driven by the Information Technology (IT}, Banking and Financial sectors and, of late, other sectors like Pharma, etc. This trend is likely to continue for the foreseeab le future.

The demand for good quality and well planned commercial developments like NKP in the Company's micro market is also estimated to remain steady.

Company's Operations:

Despite the Pandemic and related lockdowns, the Company made every effort to ensure that the operations of Licensees remained uninterrupted.

During the Year under review, the Company continued to successfully manage the four (4) completed phases of Nirlon Knowledge Park (NKP), comprising approx. 29.90 lakh sq. ft. of constructed area or approx.18. 78 lakh sq. ft. of licensable area.

This licensable area was approx. 92% occupied as on June 30, 2021.

Escalations of license fees took effect as contracted, and renewals of expiring licenses as well as fresh licenses were also executed during the year. These renewals / fresh licenses /escalations ensured the

Western Express Highway, ,\$,- NIRLON Goregaon (E). Mumbai - 400 063. T +91 ·22-4028 1919 / 2685 2256 · 59. F +91 ·22·4028 1940. www.nirlonltd.com, Email: info@nirlonltd.com CIN: l17120 MH1958PLC011045

Company's financial performance continued to be strong. The Company is making every effort to license the currently vacant space at the earliest, and has seen reasonable traction in this regard.

Further, Phase 5 of NKP received its Occupation Certificate (OCI on June 18, 2021. The Company has signed an Agreement to License (ATLI with J.P. Morgan Services India Pvt. Ltd. (JPMI to License the entire approx. 11.59 lakh sq.ft. of licensable area in the Phase 5. The Company is currently working with JPM to take Handover of the same. Subject to Covid 19 and/or monsoon related delays, Handover is estimated in the Oct-December 2021 quarter. Licensee Fees from Phase 5 are contracted to begin 5 months from Handover of the premises t9 JPM.

With minor variations, Phase 5 is also expected to be completed within budget.

Profitability, Cash Flow and Dividend:

Despite lower occupancy than the previous year, as a result of renewals, fresh licenses and contracted escalations coming into effect, license fee income from Phases 1 - 4 registered a small increase in the Year under review.

As per the details in the 62°d Annual Report, the Company's profitability after accou nting for taxes and income from exceptional items during the Year under review increased from Rs.109.48 Crore to Rs.127.40 Crore (as per Ind AS) when compared to the previous year.

The Company continued to generate strong cash flows during the Year under review after accounting for all expenses including payment of interest to its lender.

In the context of the available free cash flows from Phases 1-4, the progress made on the Phase 5 development, the payment of the majority of Phase 5 costs and the binding ATL with JPM to License the

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Western Express Highway, Goregaon (E), Mumbai - 400 063. T + 91-22-4028 1919/ 2685 2256- 59. F + 91-22-4028 1940. www.nirlonltd.com, Email: info@nirlonltd.com CIN: L17120 MH1958PLC011045

entire Phase 5 development, after suitable deliberation, the Board of Directors decided to recommend dividend of Rs.8.00 per share (@ 80%) for the Year under review (as against Rs. 0.75 per share in F.Y. 2019- 20).

Priorities:

Key priorities for the Company during the F.Y. 2021- 22 are:

• To fully vaccinate against Covid 19 a ll its employees, staff, contractors, vendors etc. including their families/households at the earliest possible date. This initiative is now largely complete.
• To work with its Licensees for vaccination of their NKP/Nirlon House workforce, and provide every support for facilitating their early return to work
• To make every effort to keep its Licensees, employees and everyone who works at its locations as safe as possible from Covid 19 by implementing / installing further mitigation measures / infrastructure / equipment, and · strictly continuing to follow processes and awareness measures already implemented to prevent the transmission of the virus;
• To provide the best possible financial support and medical equipment/ medicines to those affected by the Covid 19 pandemic through its CSR initiatives;
• To Handover the Phase 5 development to the potential Licensee, JPM, as contracted at an early date, such that License fees from Phase 5 commence 5 months from Handover as contracted.
• To make every effort to license the currently vacant space at the earliest.
• To continue to proactively evaluate the impact of Covid 19 on the commercial office space market and the IT/ Financial Services/Banking Industries, in so far as the same could have an

impact on the Company's business, and to implement mitigation strategies for the same.

Appreciation for Mr. Moosa Raza, Chairman and Independent Director and Mr. Arjan Gurbuxani, Independent Director who retired on September 301 2020:

The Board of Directors placed on record their heartfelt appreciation for the contribution and services rendered to the Company by Mr. Moosa Raza and Mr. Arjan Gurbuxani during their more than twenty five years as Directors of the Company.

Mr.Raza and Mr. Gurbuxani commenced their Directorships at a time when Nirlon's fortunes were at their lowest ebb and the survival of the Company m doubt. Their wisdom, leadership and encouragement have been instrumental in initially extricating the Company from Bankruptcy and then placing it firmly on the path of revival, sustained profitability and the creation of significant shareholder value. The Board gratefully thanked them for their advice, support and efforts during their long and successful association with the Company.

However, with much sadness, the Chairman informed shareholders of the sad passing away of Shri Arjan Gurbuxani on April 28, 2021 in Rishikesh. The Board of Directors conveyed their sincere condolences to his family, while appreciating his longstanding and continuous contributions to the Company during his tenure as Director, especially during the Company's difficult times while under the BIFR.

Finally, the Chairman thanked all shareholders and stakeholders for their continued support and faith in the Company, and wished them the best of health in these difficult times .

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Western Express Highway. Goregaon (El. Mumbai . 400 063. T +91 -22-4028 1919 / 2685 2256 - 59. F +91 ·22-4028 1940. www.nirlonltd.com, Email: info@nirlonltd.com CIN: L17120 MH1958PLC011045

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8 The Chairman moved to the Q&A session of this Meeting. He mentioned that the answers to the questions posted/received will be given by Mr. Rahul Sagar and Mr. Kunal Sagar, after all the questions have been asked.

Mr. Kuna! Sagar and Mr. Rahul Sagar answered the questions raised by the Speakers i.e. Mrs. Smita Shah, Mr. Bharat Shah, Mr. Yusuf Rangwala, Mrs. Celestine Mascarenhas, Mr. Tushar Sodha, and Mr. AshokJain.

9 Post the Q&A session, the Company Secretary mentioned that as there was no further business to transact, the meeting could be concluded, and proposed a vote of thanks to Shareholders, the Chairman, Directors and Auditors for their kind co-operation and support. Accordingly, the meeting was concluded at 12.45 p .m.

In view of the above proceedings, please note that we will be sending the results of e-voting separately as per the Regulation 44 (3) of SEBI (LODR) Regulation, 2015, and the same will be displayed on the Company's website i.e. "www.nirlonltd.com".

We request you to take the same on record and acknowledge receipt of the Jetter.

Thanking you,

Yours faithfully,

For Nirlon Limited

Qffi?~

Jasmin K. Bhavsar _ ^~

Company Secretary & Vice President (Legal) & Compliance Officer FCS 4178