Nitco Ltd. - Capital/Financing Update 2025

NITCO/SE/2024-25/70

January 28, 2025

==> picture [148 x 62] intentionally omitted <==

To,

Corporate Service Department The Listing Department BSE Limited National Stock Exchange of India Limited Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai – 400 051 Mumbai – 400 001 Script code: NITCO Script code: 532722

Dear Sir/Madam,

Sub : Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015

In continuation to the submissions made by Nitco Limited (the “Company”) on October 22, 2024, and November 15, 2024, wherein the Company had informed that the Board of Directors and the shareholders, respectively, had approved transactions related to the purchase of assets, property(ies), and shares from related parties, we wish to inform the following update:

The Company has entered into Share Purchase Agreements (SPA) and Deed of Admission–CumRetirement for the acquisition of equity shares and interest in the following entities:

a. Rejoice Reality Private Limited : 100% of the issued and paid-up equity share capital from Mr. Vivek Talwar & Mrs. Anjali Talwar, pursuant to a Share Purchase Agreement (“SPA”).
b. Norita Investments Pvt. Ltd. : 100% of the issued and paid-up equity share capital from Mr. Vivek Talwar & Mrs. Anjali Talwar, pursuant to a Share Purchase Agreement (“SPA”).
c. Anand Shree Bombay (Holding) Private Limited: 25% of the issued and paid-up equity share capital from Mr. Vivek Talwar, pursuant to a Share Purchase Agreement (“SPA”).
d. Reliant Properties & Realty LLP: 80% of the interest from Mr. Vivek Talwar & Watco Trading Private Limited, pursuant to a Deed of Admission –Cum- Retirement.

The Board of Directors of the Company, at its meeting held on January 27, 2025, has considered and approved the Share Purchase Agreements ("SPA") and Deed of Admission –Cum- Retirement, as executed, for the aforementioned transactions.

The completion of the aforementioned transactions is subject to the satisfactory completion of certain conditions as stipulated in the respective SPA and Deed of Admission –Cum- Retirement.

Upon completion of the acquisition of 100% equity shares in Rejoice Reality Private Limited (“RRPL”), RRPL shall become Wholly Owned Subsidiary of the Company and resultantly, Recondo Limited (Subsidiary of RRPL) shall become Step down Subsidiary of the Company.

Further, upon completion of the acquisition of 100% equity shares in Norita Investments Pvt Ltd. (“NIPL”), NIPL shall become Wholly Owned Subsidiary of the Company.

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: [email protected] Website: www. nitco.in

==> picture [148 x 62] intentionally omitted <==

The details pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 are enclosed herewith as Annexure I .

Kindly take the above information on record.

Thanking You,

Yours faithfully, For NITCO Limited

VIVEK PRANNATH TALWAR Digitally signed by VIVEK PRANNATH TALWAR DN: c=IN, st=Maharashtra, 2.5.4.20=1ba122b609153a6d361743f9a364e2289b1fe2116e39287aee98d9129baa257b, postalCode=400026, street=Mumbai Carmichael Road, pseudonym=7579bba5c17a4f29a31a465a6afd3057, title=7098, serialNumber=487a93c67f0077b930e213846f4b5034936c03ce6ac9ee1c56371ad800c03dc8, o=Personal, cn=VIVEK PRANNATH TALWAR Date: 2025.01.28 08:21:23 -08'00'

Vivek Talwar Chairperson & Managing Director DIN: 00043180

Encl: A/a

Annexure I

==> picture [148 x 62] intentionally omitted <==

The details as required to be disclosed under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are as follows:

==> picture [453 x 551] intentionally omitted <==

----- Start of picture text -----

Sr. Particulars Point No. a Point No. b Point No. c Point No. d
No.
1. Name(s) of Rejoice Realty Norita Anand Shree Reliant
the target entity, Private Investments Bombay Properties &
details in brief Limited Pvt. Ltd. (Holding) Realty LLP
such as size, (RRPL) (NIPL) Private Limited (RPRL)
turnover etc. (ASBHPL)
(as of March 31, Net Worth of Net Worth of Net Worth of
2024) RRPL: Rs. NIPL: Rs. RPRL: Rs.
10,13,670/- (3,81,358)/- 87,92,843/-
Turnover of Turnover of Turnover of
RRPL: Rs. NIPL: NIL RPRL: NIL
1,25,000/-
2. Whether the The transaction qualifies as a related party transaction, as it involves
acquisition the acquisition of shares/interest from an individual/ entities
would fall within affiliated with the promoter/promoter group/ group company of the
related party Company, who holds an interest in the transaction to the extent of the
transaction(s) purchase consideration.
and whether the
promoter/ Moreover, the transaction is executed on an arm’s length basis.
promoter group/
group companies
have any interest
in the entity
being acquired?
If yes, nature of
interest and
details thereof
and whether the
same is done at
“arm’s length”
3. Industry to RRPL is an NIPL is an ASBHPL is an RPRL is a
which the entity Indian Indian Indian company limited
being acquired company company incorporated liability
belongs incorporated incorporated under the partnership
under the under the Companies Act, incorporated
Companies Companies 1956. under the the
Act, 1956 Act, 1956 Limited
engaged in real Liability
----- End of picture text -----

==> picture [148 x 62] intentionally omitted <==

==> picture [453 x 621] intentionally omitted <==

----- Start of picture text -----

estate engaged in real Partnership
activities. estate activities. Act, 2008
engaged in
real estate
activities.
4. objects and The Company is foreseeing a substantial real estate development
impact of potential and thus acquiring stake in RRPL, NIPL, ASBHPL, RPRL.
acquisition The intention is to nurture and expand the business, maximise value
(including but creation for all stakeholders and ensuring a sustainable, profitable
not limited to, future for the Company.
disclosure of
reasons for
acquisition of
target entity, if its
business is
outside the main
line of business
of the listed
entity)
5. brief details of No further regulatory approvals are required for the acquisition.
any
governmental or
regulatory
approvals
required for the
acquisition
6. indicative time The Company has entered into SPA on January 27, The Company
period for 2025. has entered
completion of the into Deed of
acquisition Admission –
Cum-
Retirement on
January 27,
2025.
7. consideration - The Company will pay cash consideration for The Company
whether cash acquiring Equity Shares. will pay cash
consideration or consideration
share swap or for acquiring
any other form interest in
and details of the LLP.
same
8. Cost of 100% Equity 100% Equity 25% Equity 80% interest in
acquisition Shares of RRPL Shares of NIPL Shares of RPRL is being
and/or the price are being are being ASBHPL are acquired for
at which the acquired for acquired for being acquired total
shares are total total for total consideration
acquired consideration consideration consideration of of Rs.
----- End of picture text -----

==> picture [148 x 62] intentionally omitted <==

		of Rs. 1,50,00,000/- (Rupees One Crore Fifty Lakhs only)	of Rs. 25,00,000/- (Rupees Twenty Five Lakhs only)	Rs. 1,00,00,000/- (Rupees One Crore only)	76,27,716/- (Rupees Seventy Six Lakh Twenty Seven Thousand Seven Hundred and Sixteen only)
9. percentage of shareholding / control acquired and / or number of shares acquired		1,10,000 Equity Shares representing 100% of issued and paid up capital of RRPL (including through one nominee). Nitco will hold 100% of RRPL and upon acquisition RRPL will become wholly owned subsidiary of Nitco.	10,000 Equity Shares representing 100% of issued and paid up capital of NIPL (including through one nominee). Nitco will hold 100% of NIPL and upon acquisition NIPL will become wholly owned subsidiary of Nitco.	6,250 Equity Shares representing 25% of issued and paid up capital of ASBHPL. Nitco will hold 25% of ASBHPL.	Nitco will hold 80% of the interest in RPRL.
10	. brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	RRPL is an Indian company incorporated on 24.08.2007 under the Companies Act, 1956 engaged in real estate activities. Turnover of last 3 years: FY 2021-22: NIL FY 2022-23: NIL FY 2023-24: Rs. 1,25,000/-	NIPL is an Indian company incorporated on 04.11.1988 under the Companies Act, 1956 engaged in real estate activities. Turnover of last 3 years: FY 2021-22: NIL FY 2022-23: NIL FY 2023-24: NIL	ASBHPL is an Indian company incorporated on 26.03.1985 under the Companies Act, 1956. Country in which the acquired entity has presence: India	RPRL is a limited liability partnership incorporated on 03.08.2015 under the the Limited Liability Partnership Act, 2008 engaged in real estate activities. Turnover of last 3 years: FY 2021-22: NIL FY 2022-23: NIL

==> picture [148 x 62] intentionally omitted <==

Country in Country in FY 2023-24: which the which the NIL acquired entity acquired entity has presence: has presence: Country in India India which the acquired entity has presence: India

AI assistant

Nitco Ltd. Capital/Financing Update 2025

62410_rns_2025-01-28_ae698926-6ee1-438e-a793-7120594c848f.pdf

To,

Sub : Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015

The details as required to be disclosed under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are as follows:

AI assistant

Nitco Ltd. — Capital/Financing Update 2025

62410_rns_2025-01-28_ae698926-6ee1-438e-a793-7120594c848f.pdf

To,

Sub : Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015

The details as required to be disclosed under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are as follows:

More from Nitco Ltd.

Nitco Ltd. Capital/Financing Update 2025