Nitco Ltd. — Capital/Financing Update 2022

Sep 20, 2022

September 20, 2022

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

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Ref: Company's letter dated January 28, 2018 with subject "Outcome of Board Meeting held today i.e. 28 January, 2018 and Compliance of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015"

Pursuant to Regulation 30 and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we had earlier informed that the Company had received the sanction from JM Financial Asset Reconstruction Company Limited (JMFARC) for restructuring of Company's debt.

In this context, we would like to apprise that the Company has received the Letter dated September 19, 2022 (copy attached) from JMFARC for exercise of right of revocation under the Restructuring Agreement dated March 27, 2018 executed between Nitco Limited and JMFARC.

We request you to take the same on your records & oblige.

Thanking you, Yours faithfully, ivek Talwar XY

Managing Director "==" DIN: 00043180

Without Prejudice

JMFARC/NP/FY23/1541 September 19, 2022

To, NITCO Limited NITCO House, Plot No. 3, Kanjur Station Road, Kanjurmarg East, Mumbai — 400042

Attn: Mr. Vivek Talwar - Chairman and Managing Director

Sub: Exercise of right of revocation under the Restructuring Agreement dated March 27, 2018 ('Restructuring Agreement') executed between Nitco Limited ("Nitco"/"Borrower") and JM Financial Asset Reconstruction Company Limited acting in its capacity as trustee of various trusts as mentioned in Annexure -1 of this notice ("JM Financial ARC").

Dear Sir,

• 1. Werefer to the Restructuring Agreement.
• 1. All capitalised terms not specifically defined herein shall have the same meaning ascribed to them under the Restructuring Agreement.
• 1. Under the Restructuring Agreement, JM Financial ARC restructured the loans as acquired by it from various Assignors (as also mentioned in Annexure -1 of this notice).
• 1. In accordance with the terms and conditions of the Restructuring Agreement, Nitco was obligated to ensure the repayment of the Restructured Facilities, along with interest thereon, in the manner as specified in the Restructuring Agreement.
• 1. Further, under the Restructuring Agreement, it is stipulated that consequent to the commission of an Event of Default or upon failure of Nitco and/or guarantor(s) to meet any of the obligations and/or any other terms mentioned in the Restructuring Agreement, JM Financial ARC shall have an absolute right to revoke the reliefs and concessions granted in pursuance of the Restructuring Agreement. On revocation, all reliefs/write-offs and concessions shall be cancelled and liabilities shall become due and payable and restored to the original outstanding amounts/Existing Loans as acquired by JM Financial ARC from the Assignors (as listed in Part — A of Annexure — A of the Restructuring Agreement) as on the Cut-Off Date, i.e. February 28, 2018, after

adjusting the payments received, as though no reliefs and concessions were allowed to the Borrower. Additionally, JM Financial ARC shall have the absolute right to enforce any/all of the securities.

• Nitco had committed defaults (as described under the Restructuring Agreement) pursuant to which an Event of Default notice dated July 13, 2022 (received by Nitco on July 15, 2022) was issued upon Nitco, calling upon Nitco to cure the defaults in accordance with Clause 27 of the Restructuring Agreement. Despite being given time to cure the defaults, Nitco failed to do so.
• In view of the defaults being committed, which remains uncured to date, JM Financial ARC has the right to revoke the restructuring of the Existing Facilities in accordance with the Restructuring Agreement. In view of the defaults committed as mentioned above, JM Financial ARC hereby revokes the restructuring of the Existing Facilities (excluding the NCD and RPS facility) and the dues amounting to Rs. 24, 27, 62, 93, 107/- (Rupees Two Thousand Four Hundred Twenty Seven Crores Sixty Two Lakhs Ninety Three Thousand One Hundred and Seven Only) as on September 15, 2022 (details whereof have been more particularly itemised in Annexure —2 hereto) shall stand reinstated ("Outstanding Liabilities').
• In accordance with the terms and conditions of the Restructuring Agreement, vide the present notice, we:
• (i) declare the Outstanding Liabilities, together with all interest, default interests, costs, expenses, fees, commissions payable thereon or in connection therewith till the date of repayment, as being immediately due and payable no later than 5 (five) business days from the date of receipt of the present notice;
• (ii) demand due and immediate payment of all Outstanding Liabilities and no later than 5 (five) business days from the date of receipt of the present notice;
• (iti) notify you that the Security created in JM Financial ARC's favour and benefit, under the Restructuring Documents have become enforceable in accordance with the terms set out therein. Accordingly, we reserve our rights to enforce such Security at any time hereafter, at your peril, costs and consequences.

• 1. We further put on notice to you to not take any actions or agree thereto, which may prejudice the exercise or enforcement of any of our rights under the Restructuring Agreement and/or Restructuring Documents.
• 1. With this notice, we would like to stress that any rights, which we have pursuant to the Restructuring Agreement in respect of the Event of Default referred to above and any other Events of Default which may have occurred, are hereby reserved. Any delay in enforcing, or a decision by us not to enforce our rights shall not constitute or be construed as a waiver of any such rights and we shall retain at all times the full power to exercise our rights. Nothing contained in this notice or any action or inaction by us shall operate as a waiver of, or prejudice, diminish or otherwise adversely affect, any of our present or future rights or remedies or any of our rights or remedies generally, which remain and shall continue in full force and effect.
• 1. For the avoidance of doubt, the failure to list any existing Event of Default, covenant breach or other default in this notice of which we had or could have had actual knowledge as of the date hereof, is not intended and shall not be construed to be a waiver thereof or an acquiescence therein. Any breach, default or event that has not been identified herein does not preclude us from making a claim or raising such breach, default or event at a later point in time.
• 1. While the Outstanding Liabilities demanded above accurately reflects the position as set out in our records, as at the date of this notice, we expressly reserve the right to make further demands for payment, should any further sum be found to be outstanding under Restructuring Agreement, including, without limitation, default interest and costs associated with the enforcement of, or the preservation of, any rights under any of the Restructuring Agreement.

Yours faithfully, For and on behalf of JM Financial ARC

" -

Nifav Parekh Director

Annexure -1

Details of Trusts and corresponding Assignors

		Ai FINANCIAL
	Annexure -1
	Details of Trusts and corresponding Assignors
S. No.	Details of Trusts	Assignors
1.	JMFARC — SBI Ceramics June 2014 — Trust	State Bank of India
2.	JMFARC — LVB Ceramics September 2014 — Trust	Lakshmi Vilas Bank
3.	JMFARC — CSB Ceramics September 2014 — Trust	Catholic Syrian Bank
4,	JMFARC — SBOP Ceramics December 2014 — Trust	State Bank of Patiala
5.	JMFARC — SBH Ceramics December 2014 — Trust	State Bank of Hyderabad
6.	JMFARC — SBT Ceramics March 2015 — Trust	State Bank of Travancore
7.	JMFARC — SBM Ceramics March 2015 — Trust	State Bank of Mysore
8.	JMFARC — Vijaya Bank Ceramics March 2015 — Trust	Vijaya Bank
	9. JMFARC — Corp Bank Ceramics September 2015 — Trust	Corporation Bank
10.	JMFARC — PNB Ceramics November 2015 — Trust	Punjab National Bank
11.	JMFARC — Dena Ceramics January 2016 — Trust	Dena Bank
12.	JMFARC — Exim Ceramics March 2016 — Trust	Export Import Bank of India
13.	JMFARC — IDBI Ceramics March 2016 — Trust	IDBI Bank Ltd
14.	JMFARC — IOB Ceramics March 2017 — Trust JMFARC — Syndicate Ceramics September 2017	Indian Overseas Bank Syndicate Bank

Annexure -2

Outstanding amounts due as on September 15, 2022**

				Aim	FINANCIAL
	Name of	Annexure -2 Outstanding amounts due as on September 15, 2022**
SI. No	Trust	Facility	Principal O/s Interest O/s		Total O/s
	=o	JMFARC Term Loan	73437246	104447505]	177884751
		Term Loan II	209886422	298514910]	508401332
1	September a	Demand Loan	160057541	206845257	366902798
	2015 —	laa	74798875	106384107	181182982
		Sub Total	518180084	716191779	1234371863
		JMFARC Term Loan	135992212	215810388	351802600
	Benen	Term Loan II	168016226	266618445	434634672
©	gactember	LPL!	23051000	33986134	57037134
	2014 Trust FITL II	Sub Total	28478922 355538360	41988584 558403552	70467506 913941912
3	JMFARG Dena Ceramics January 2016 — Trust	Term Loan	168101918	392223016	560324934
		Sub Total	168101918	392223016	560324934
	Exim	JMFARC Term Loan	163796317	265182643]	428978960
®	Ceramics keen onde — Trust	FITL	27792119}	41351771	69143890
		Sub Total	191588436	306534415	498122851
	JMFARC	RTL	216913483	297627849]	514541332
	é IDBI eramics.	RTL (I)	150799763	209293189	360092952
&	sacroh 2ote RTL CD	FITL	136927535	192491165	329418700
	—Trust	Sub Total	84220238! 588861019	115414220 814826424	199634458 1403687443
	JMFARC FITL		43039176		101278503
	1OB_	ss T WCTLI	128361292	58239328 178032940]	306304232
6	Ceramics March 2017 —Trust	WCTLII	127024911	188978868}	316003779
		Sub Total	298425379	425251135	723676514
		JMFARC _ Cash credit	49195995	67371034]	116567029
	amie	Restructured STL	43240784	61786147]	105026931
		LEITL	36422220, 129794902	48307148 185462106	84729368 315257008
7	sapteriber	2014 Trust Restructured TL

				Ai	FINANCIAL
	JMFARC	WCTL-I	656218549	662593850	1318812398
	c PNB eramics	WCTL-II	1919450466	1938098330	3857548796
é	eeacnee	LEME	337438191	340716474	678154664
	2015-	CC-I	223805898	239264646	463070544
	Trust	LC Devolvement	526800000	755419471	1282219471
		Sub Total	3663713103	3936092771	7599805874
		JMFARC Term Loan 1	157528026	213163400]	370691426
	en	Term Loan 2	210037368	284217867	494255235
9	December	_Tetm Loan 3	168029894	227374294	395404188
	2014 Trust FITL		90752458	114179938	204932396

				Ai	FINANCIAL
	JMFARC	WCTL-I	656218549	662593850	1318812398
é	c PNB eramics eeacnee	WCTL-II	1919450466	1938098330	3857548796
	2015-	LEME CC-I	337438191 223805898	340716474 239264646	678154664 463070544
	Trust	LC Devolvement	526800000	755419471	1282219471
		Sub Total	3663713103	3936092771	7599805874
	JMFARC Term Loan	1	157528026	213163400]	370691426
	en	Term Loan 2	210037368	284217867	494255235
9	December	_Tetm Loan 3	168029894	227374294	395404188
	2014 Trust FITL		90752458	114179938	204932396
		Sub Total	626347746	838935499	1465283245
	imeare	[ec	226854938	334235517	561090456
	SBI	Corporate Loan	182075958	272165676	454241635
to	Ceramics FITL		226523955	322354039	548877994
	June 2014 weortL		457793756	640645908]	1098439664
	Trust	Tweril	923052989	1298249378	2221302367
		Sub Total
				2016301597 2867650519	4883952115
	JMFARC	Term Loan	115872663	152736197	268608859
11	SBM Ceramics perch 2015		19657707	24133990	43791698
	Trust	FITL Sub Total	135530370	176870187	312400557
qo	JMFARC SBOP December 2014 Trust	Ceramics Term Loan	107070375	226673979	333744354
		Sub Total	107070375	226673979	333744354
		JMFARC Term Loan	210028861	306406521]	516435382
43	SBT Ceramics ere opis PUL Trust		35568041	48207707	83775748
		Sub Total	245596902	354614228	600211130
	JMFARC	SOD	49132520	162027775	211160296
	a	WCTL-I	175180763	247914662	423095424
14	Ic. September Fi	LWCTLII	623420368	904543605!	1527963973
	2017 Trust FITL		110651854	156556371	267208225
		Sub Total	958385505	1471042413	2429427918
Hs	Vea book	Term Loan Term Loan I	100860365 125848606	164688996 207866702	265549362 333715308
	Ceramics.	Demand Loan	17159297	25760063	42919360

		Aum	FINANCIAL
March 2015
Trust
Sub Total	265234707	430527354	695762061
Total		10397529401 13878763706 24276293107

"Outstanding amount of Rs. 24, 27, 62, 93, 107/- (Rupees Two Thousand Four Hundred Twenty-Seven Crores Sixty-Two Lakhs Ninety-Three Thousand One Hundred and Seven Only) as mentioned above does not include the outstanding amounts of the Existing Facility amounting to Rs. 200 Crores out of which the Restructured Facility of Non-Convertible Debentures (NCD) of Rs. 50 Crores and Redeemable Preference Shares (RPS) of Rs. 150 Crores were carved out pursuant to Restructuring Agreement.

Copy to:

		Aum	FINANCIAL
March 2015 Trust
Sub Total	265234707	430527354	695762061
Total		10397529401 13878763706 24276293107
does not include the outstanding amounts of the Existing Facility amounting to Rs. 200 Crores out of Restructured Non-Convertible which the Facility of Redeemable Preference Shares (RPS) of Rs. 150 Crores were carved out pursuant to Restructuring Agreement. Copy to:	Debentures	(NCD) Rs. of	Crores and 50
Mr. Vivek Talwar Nitco Limited Plot No. 3, Nitco House, Kanjur Village Road, Kanjurmarg (E), Mumbai — 400042 {also at: 17/B, IL Palazzo, Little Gibbs Road, Malabar Hill, Mumbai— 400006, Maharashtra)	Recondo Compound, S. K. Ahire Marg, Worli, Mumbai — 400030	Aurella Estates and Investments Pvt. Ltd. Inside Municipal Asphalt Compound,
Maxwealth Properties Pvt. Ltd. Inside Municipal Asphalt Compound, Recondo Compound, S.K. Ahire Marg, Worli, Mumbai — 400030 Nitco Realties Pvt. Ltd. Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli,	Recondo Compound, S. K. Ahire Marg, Worl, Mumbai — 400030 Recondo Compound, S. K. Ahire Marg, Worli,	Meghdoot Properties Pvt. Ltd. Inside Municipal Asphalt Compound, Silver-sky Real Estates Pvt. Ltd. Inside Municipal Asphalt Compound,
Mumbai — 400030 Feel Better Housing Pvt. Ltd. Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai — 400030	Mumbai — 400030 Mr. Vivek Talwar (HUF) Nitco Limited Marble Land Mumbai — 400042	Plot No. 3, Kanjurmarg (E),