Nitco Ltd. — AGM Information 2024

Sep 20, 2024

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NITCO/SE/2024-25/34 September 20, 2024

To,

Corporate Service Department, BSE Limited Jeejeebhoy Towers Dalal Street, Mumbai – 400 001 Script code:532722	The Listing Department, National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400051 Script code:NITCO

Subject: Outcome / Proceedings of 58[th] Annual General Meeting (AGM) of NITCO Limited (“the Company”) held on Friday, September 20, 2024 through Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM")

Ref: Regulation 30 read together with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Ma’am,

The 58[th] Annual General Meeting of Nitco Limited (“the Company”) was held on Friday, September 20, 2024 at 12:00 P.M. (IST). The AGM was conducted through Video Conferencing/ Other Audio-Visual Means to transact the business as stated in the Notice dated August 13, 2024, convening the AGM.

In this regard, please find enclosed the proceedings of 58[th] Annual General Meeting of the Company. The AGM concluded at 1:00 P.M. (IST) (including the time allowed for e-voting at the AGM).

Kindly take the above intimation on record.

Thanking You,

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For Nitco Limited
Digitally signed by GEETA SAMEER
GEETA SHAH
DN: c=IN, o=Personal,
postalCode=400092, st=Maharashtra,
SAMEER serialNumber=29281389562B34884FBE4B81CF52F0602ECF6F8357614492
E472747B7D5DAED2, cn=GEETA
SAMEER SHAH
SHAH Date: 2024.09.20 20:04:06 +05'30'
____
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Geeta Shah Company Secretary and Compliance Officer Membership No.: A57288

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Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: investorgrievances@nitco.in Website: www. nitco.in

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PROCEEDINGS OF THE (58[TH] ) FIFTY EIGHTH ANNUAL GENERAL MEETING (AGM) OF NITCO LIMITED HELD ON FRIDAY, SEPTEMBER 20, 2024 THROUGH VIDEO CONFERENCING/ OTHER AUDIO-VISUAL MEANS

Members of NITCO Limited (“the Company”) at the 58[th] Annual General Meeting (“AGM”) held on Friday, September 20, 2024 transacted the business as per the AGM Notice. The AGM was commenced at 12:00 P.M. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) and concluded at 1:00 P.M. (IST) (including the time allowed for e-voting at the AGM) in compliance with all the applicable provisions of the Companies Act, 2013 (“the Act”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) and in accordance with various MCA circulars & SEBI Circulars. The Company provided the e-voting facility at the AGM to its members in respect of the business to be transacted at the AGM.

Date of AGM	Friday,September 20,2024
Commencement Time	12:00 P.M.(IST)
Conclusion Time	1:00 P.M. (IST) (including the time allowed for e-voting at the AGM)
Mode	Video Conferencing /Other Audio Visual Means(VC/OAVM)

In Attendance:

In Attendance:
Mr. Vivek Talwar	Chairman & ManagingDirector
Ms. Poonam Talwar	Non-Executive Director
Dr. Ajaybir SinghJasbir Singh Bakshi	Independent Director
Mr. Harsh Kedia	Independent Director
Ms. Priyanka Agarwal	Independent Director
Mr. Santhosh Kumar Shet	Independent Director
Mrs. Geeta Shah	CompanySecretaryand Compliance Officer
Mr. Sithanshu Satapathy	Chief Financial Officer
Mr. Ankit Sethi	Scrutinizer
Representative of StatutoryAuditor
53 Shareholders/Members have virtuallyattended the 58th Annual General Meeting.

BRIEF PROCEEDINGS:

• I. Mr. Vivek Talwar (DIN: 00043180), Chairman and Managing Director of the Company chaired the Meeting. As per Section 103 of the Companies Act, 2013, the Chairman confirmed that the requisite quorum is present and announced the formal commencement of the meeting.

• II. Mrs. Geeta Shah - Company Secretary & Compliance Officer of the Company welcomed all the members at the 58[th] AGM and introduced all the Board members. She further briefed the meeting on a few points regarding participation in the meeting electronically.

• III. She further informed the members that pursuant to the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had extended remote e-voting facility in respect of all businesses to be transacted at the 58[th] Annual General Meeting to all the members holding

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Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: investorgrievances@nitco.in Website: www. nitco.in

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shares as on cut-off date of Friday, September 13, 2024 and remote e-voting period commenced on Tuesday, September 17, 2024 at 09:00 A.M. (IST) and ended on Thursday, September 19, 2024 at 05:00 P.M. (IST) (“the remote e-voting period”). Mr. Ankit Sethi, Proprietor of M/s. Ankit Sethi & Associates, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the e-voting at the AGM & remote e-voting process in a fair and transparent manner. The members were requested to note that those who had already voted during the e-voting period shall not vote during the AGM in online voting. Thereafter, the Company Secretary briefed the member that since the AGM was being held through Video Conferencing or Other Audio Visual Means, and the Resolutions mentioned in the Notice convening the AGM had already been put to vote through e- voting, there would not be any proposing or seconding of the resolutions. For the ease of shareholders, she read out the resolutions put forth for e-voting mentioned in the Notice. The Company Secretary then requested Mr. Vivek Talwar (DIN: 00043180) Chairman & Managing Director of the Company to address the members.

• IV. Mr. Vivek Talwar then introduced the Board Members and delivered his speech. The Chairman also informed that the Statutory Registers which are required to be kept open during the Annual General Meeting and the relevant documents as referred to in the Notice were available for inspection for the members.

• V. The Chairman with the permission of the Members present took the Notice of the Annual General Meeting as read.

• VI. The Chairman, thereafter, requested Mrs. Geeta Shah to read the Auditors’ Report. Mrs. Shah informed the members that the Auditors Report has already been circulated along with the Annual Report and with the permission of the members, it was taken as read and thereafter pursuant to the provisions of Section 145 of the Companies Act 2013 she read out the qualified opinion stated in the Auditors’ Report and the concluding portion therein.

• VII. Mrs. Geeta Shah then invited queries from Members. Accordingly, 8 (Eight) Members raised queries and the Chairman/Chief Financial Officer suitably replied all the queries of the Members.

• VIII. Mrs. Shah informed the Members that such Members who had not voted earlier through remote e-voting could now vote through the venue e-voting facility system provided by National Securities Depository Limited (NSDL). Thereafter she informed that, after the conclusion of electronic voting at the AGM, the scrutinizer will unblock the votes cast through remote e-voting and venue e-voting (at the time of AGM) and make a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any. After submission of the consolidated Scrutinizer’s Report, the Results on all resolutions shall be declared, which will be deemed to be passed on the AGM date, subject to receipt of the requisite number of votes in favour of the Resolutions.

• IX. The Chairman then thanked the Members present and declared the conclusion of the 58[th] Annual General Meeting.

• X. The Voting Results along with the Scrutinizers’ Report will be intimated to the Stock Exchanges in the format prescribed under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the same will also be uploaded on the website of the Agency appointed for conducting e-voting i.e. National Securities Depository Limited (NSDL) as well as on the website of the Company i.e. www.nitco.in.

• XI. The following items of business as set out in the Notice convening the 58[th] AGM were put for member’s consideration and approval:

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Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: investorgrievances@nitco.in Website: www. nitco.in

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Sr. No.	Description of Resolution	Resolution required (ordinary/special)
1	Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024 together with Reports of Board of Directors and Auditors thereon.	Ordinary Resolution
2	Appointment of Director in place of Ms. Poonam Talwar (DIN: 00043300) who retires by rotation and being eligible, offers herself for re-appointment as a Director.	Ordinary Resolution
3	Ratification of Remuneration payable to R. K. Bhandari & Co., Cost Auditor for the Financial Year 2024-25.	Ordinary Resolution

The e-voting facility was kept open for 15 minutes post-conclusion of the meeting to enable the Members to cast their vote.

For Nitco Limited

Digitally signed by GEETA SAMEER SHAH GEETA DN: c=IN, o=Personal, postalCode=400092, st=Maharashtra, serialNumber=29281389562B34884FBE4B8 SAMEER SHAH 1CF52F0602ECF6F8357614492E472747B7D5DAED2, cn=GEETA SAMEER SHAH Date: 2024.09.20 20:05:18 +05'30'

____ Geeta Shah Company Secretary and Compliance Officer Membership No.: A57288

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Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: investorgrievances@nitco.in Website: www. nitco.in