Nitco Ltd. — Proxy Solicitation & Information Statement 2024

Nov 8, 2024

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NITCO/SE/2024-25/51 November 08, 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 – 400 051 Script code:NITCO

Sub: Corrigendum I to the Notice of Extraordinary General Meeting

Dear Sir/Madam,

In reference to the caption subject matter and in continuation to our intimation dated October 24, 2024, please find enclosed herewith the Corrigendum I to the Notice of Extra Ordinary General meeting (“EGM Notice”), dispatched to the shareholders on Friday, November 08, 2024.

This Corrigendum I to the Notice of the EGM shall form an integral part of the Notice of EGM and from the date hereof, the Notice of the EGM shall always be read in conjunction with this Corrigendum I. All other contents of the Notice of EGM, save and except as modified or supplemented by the Corrigendum I, shall remain unchanged.

The above documents are also available on the Company's website i.e. www.nitco.in , on the website of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com , respectively, and the website of National Securities Depository Limited (NSDL) https://www.evoting.nsdl.com.

Kindly take the above information on your records.

Thanking You,

Yours Sincerely,

For NITCO Limited

Digitally signed by GEETA GEETA SAMEER SHAH SAMEER SHAH Date: 2024.11.08 22:52:11 +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

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NITCO LIMITED

CIN: L26920MH1966PLC016547 Registered Office: 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400030 Tel : +91-22 25772800 / 25772790 Email : investorgrievances@nitco.in Website : www.nitco.in

CORRIGENDUM I TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, NOVEMBER 15, 2024 AT 11.30 A.M.

This Corrigendum I is being issued by M/s. Nitco Limited (“Company”) for convening an ExtraOrdinary General Meeting of the Members of the Company (“EGM”) on Friday, November 15, 2024 at 11:30 A.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”). This Corrigendum I is to be read in conjunction with the EGM Notice dated October 21, 2024 as available on the websites of the Company, National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). The Notice of the EGM was dispatched to all the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India and all other applicable provisions.

This corrigendum I is being issued to give notice to amend/ provide additional details as mentioned herein and pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”):

1. In compliance with sub-regulation (1) of Regulation 159 of SEBI (ICDR) Regulations, 2018, the proposed allottee name “Gulabchand & Company” is to be removed and accordingly Resolution no. 2 at page no. 2 is to be read as under:

2. ISSUE OF EQUITY SHARES ON A PREFERENTIAL BASIS

To consider and, if thought fit, to pass with or without modification(s) the following resolution as a SPECIAL RESOLUTION :

“RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62 and all other applicable provisions of the Companies Act, 2013 and the Rules and Regulations framed thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the Memorandum of Association and Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (“ SEBI ICDR Regulations ”), Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as amended from time to time (“ SEBI (SAST) Regulations ”) and all other applicable laws including the Foreign Exchange Management Act, 1999, the rules, regulations, directions, press notes,

notifications, any other guidelines and clarifications issued thereunder, all applicable regulations, circulars, notifications issued by the Securities and Exchange Board of India (“ SEBI Regulations ”), the Reserve Bank of India (“ RBI ”), the provisions of the Foreign Exchange Management Act, 1999, as amended, stock exchanges on which the equity shares of the Company are listed and also by any other statutory/regulatory authorities and subject to all such other regulatory approvals, permissions, consents and/or sanctions of any regulatory authorities (including but not limited to approvals of the stock exchanges where the equity shares of the Company are listed, and lenders’ approval) that may be required under applicable laws, as may be necessary, and subject to such conditions and modifications, as may be prescribed by any one of them while granting any such approvals, consents, permissions and/or sanctions, and which may be agreed to by the Board of Directors of the Company (the “ Board ”, which term shall be deemed to include any empowered or authorized committees thereof constituted by the Board to exercise its powers including powers conferred hereunder or any person authorized by the Board or its committees for such purpose), the consent of the Members of the Company be and is hereby accorded to offer, issue and allot, by way of private placement on preferential basis, up to 4,43,63,000 (Four Crore Forty Three Lakhs and Sixty Three Thousand) Equity Shares of the Company of face value of Rs. 10/- (Rupees Ten only) each (“ Equity Shares ”), at Rs. 92.25 (Rupees Ninety Two and Twenty Five paise only) including a premium of Rs. 82.25 (Rupees Eighty Two and Twenty Five paise only), as determined under Regulation 164 of Chapter V of the SEBI ICDR Regulations, aggregating up to Rs. 409,24,86,750/- (Rupees Four Hundred and Nine Crore Twenty Four Lakhs Eighty Six Thousand Seven Hundred and Fifty), for cash consideration, in one or more tranches (“ Preferential Issue ”) to the following proposed allottees (“ Proposed Allottees ”):

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Sr. Name of Proposed Allottees Number of Total Category
No. (Names to be mentioned as Equity Investment
per PAN Card) Shares (in INR)
proposed
to be
issued (up
to)
1 Altitude Investment Fund PCC- 43,36,000 39,99,96,000 Public
Cell 1
2 Vivek Prannath Talwar Promoter
35,00,000 32,28,75,000
3 VED INVESTMENTS Public
27,10,000 24,99,97,500
4 Chartered Finance & Leasing Public
Limited 21,68,000 19,99,98,000
5 Systematix Fincorp India Public
Limited 18,97,000 17,49,98,250
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6 Nexta Enterprises LLP Public
16,26,000 14,99,98,500
7 Viraj Russell Mehta Public
16,26,000 14,99,98,500
8 BSAS Infotech Limited
14,63,000 13,49,61,750
Public
9 Emerge Capital Opportunities
Scheme 10,84,000 9,99,99,000
Public
10 Fortune Bright Trading LLP
10,84,000 9,99,99,000
Public
11 Meena Ashwin Kothari
10,84,000 9,99,99,000
Public
12 Pragya Mercantile Private
Limited 10,84,000 9,99,99,000
Public
13 Skyward Capital Advisers
Private Limited 10,84,000 9,99,99,000
Public
14 Sunil Shamrao Patil
10,84,000 9,99,99,000
Public
15 GPR Finance Corp
8,13,000 7,49,99,250
Public
16 Maneesh Parmar
8,13,000 7,49,99,250
Public
17 Sanjeev Agarwal
8,13,000 7,49,99,250
Public
18 Abhilasha Singhania
7,59,000 7,00,17,750
Public
19 Jaishree Ashish Singhania
7,59,000 7,00,17,750
Public
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20 Gagan Dinanath Chaturvedi
7,05,000 6,50,36,250
Public
21 Subodh Popatlal Shah
6,50,000 5,99,62,500
Public
22 Trishakti Power Holdings
Private Limited 6,50,000 5,99,62,500
Public
23 Macrotech Developers Limited
5,42,000 4,99,99,500
Public
24 Narantak Dealcomm Limited
5,42,000 4,99,99,500
Public
25 Pinnacle Investments
5,42,000 4,99,99,500
Public
26 Ronak Jain
5,42,000 4,99,99,500
Public
27 Subham Capital Private Limited
5,42,000 4,99,99,500
Public
28 Virendra Prakash Ranka HUF
5,42,000 4,99,99,500
Public
29 Chanchal Jain
4,34,000 4,00,36,500
Public
30 Manguben Bhanjibhai Thakker
4,34,000 4,00,36,500
Public
31 Nimish Chandulal Shah
4,34,000 4,00,36,500
Public
32 Purnata Advisors LLP
4,34,000 4,00,36,500
Public
33 Suresh Bhatia
4,34,000 4,00,36,500
Public
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34 Vasudha Exotica LLP
4,34,000 4,00,36,500
Public
35 AG Dynamic Funds Limited
3,25,000 2,99,81,250
Public
36 Ankit Ujwalkumar Pagariya
3,25,000 2,99,81,250
Public
37 Arman Securities Management
Private Limited 3,25,000 2,99,81,250
Public
38 Prabhat Renewable Energy and
Agro Limited 3,25,000 2,99,81,250
Public
39 Saumik Ketan Doshi (HUF)
3,25,000 2,99,81,250
Public
40 Vanita Infrastructure Private
Limited 3,25,000 2,99,81,250
Public
41 Vimal Singhvi HUF
3,25,000 2,99,81,250
Public
42 Visaria Family Trust
3,25,000 2,99,81,250
Public
43 Bansilal Shanthilal Vinod
Kumar 2,71,000 2,49,99,750
Public
44 Dron Capital Consultants LLP
2,71,000 2,49,99,750
Public
45 Fashion Suitings Pvt Ltd
2,71,000 2,49,99,750
Public
46 Ashish Anubhai Gopani (HUF)
2,17,000 2,00,18,250
Public
47 Cigam Ventures Private Limited
2,17,000 2,00,18,250
Public
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48 Madhu Jain
2,17,000 2,00,18,250
Public
49 Anand Omprakash Agrawal
1,63,000 1,50,36,750
Public
50 Gautam Kumar Chordia
1,63,000 1,50,36,750
Public
51 Raju Omprakash Agrawal
1,63,000 1,50,36,750
Public
52 Sheth Shantilal C
1,63,000 1,50,36,750
Public
53 SRM Value Growth
Investments Private Limited 1,63,000 1,50,36,750
Public
54
1,08,000
Akshay Vasudev Hemrajani 99,63,000 Public
55
1,08,000
Alpeshkumar F Agrawal 99,63,000 Public
56
1,08,000
Arjun Mahadappa Mudda 99,63,000 Public
57
1,08,000
Atishay Rajeshkumar Gupta 99,63,000 Public
1,08,000
58 Bela Agrawal 99,63,000 Public
59 Chetna Praveen Maru
1,08,000
99,63,000 Public
60 Deepa Jain
1,08,000
99,63,000 Public
61 Gautam Raj Shroff
1,08,000
99,63,000 Public
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62 Jayantilal Bheemraj Jain
1,08,000
99,63,000 Public
63 Kamlesh Indarmal Jain
1,08,000
99,63,000 Public
64 Kavin Vinod Shah
1,08,000
99,63,000 Public
65 Rajesh Kumar Mohta
1,08,000
99,63,000 Public
66 Sheela Narendra Mehta
1,08,000
99,63,000 Public
67 Surbhi Arora
1,08,000
99,63,000 Public
68 Utkarsh Singh
1,08,000
99,63,000 Public
69 Vaishali Biren Shah
1,08,000
99,63,000 Public
70 Vikash B Maskara
1,08,000
99,63,000 Public
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RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the floor price for the Preferential Issue of the Equity Shares is Wednesday, 16[th] day of October, 2024 (“ Relevant Date ”), being the date 30 days prior to the date of this Extra-Ordinary General Meeting.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Equity Shares under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

(a) 100% of the Preferential Allotment Price shall be payable at the time of application to the Equity Shares.

(b) The Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from any regulatory

authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.

(c) The Equity Shares allotted shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations.

(d) The price determined above shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.

(e) The Equity Shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

(f) The Equity Shares to be issued and allotted pursuant to this resolution will be listed on the Stock Exchanges subject to the receipt of necessary regulatory permissions and approvals as the case may be.

RESOLVED FURTHER THAT the Equity Shares, issued to the Proposed Allottees, be listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) and that the Board, company secretary and chief financial officer, be and is hereby severally authorized to make the necessary applications and to take all other steps as may be necessary for the listing of the said Equity Shares and the admission of the Equity Shares with the depositories, viz. National Securities Depository Limited & Central Depository Services (India) Limited, and for the credit of such Equity Shares to the respective dematerialized securities accounts of the Proposed Allottees.

RESOLVED FURTHER THAT the company secretary, the chief financial officer, and each director of the Company be and is hereby severally authorized to modify, finalize and sign Form PAS-4 on behalf of the Company and to circulate it to the Proposed Allottees.

RESOLVED FURTHER THAT the company secretary, the chief financial officer, and each director of the Company be and is hereby severally authorized to do all such acts, deeds, matters including but not restricted to: (a) give effect to the above resolution effecting the issuance of issue shares therein, (b) issue of offer letter in Form PAS 4 to the Proposed Allottees; (c) maintaining a record of private placement offer letter in Form PAS 5; (d) signing and filing all such forms, documents and papers including Form MGT 14, as may be required to be submitted to the Registrar of Companies or any other authorities, in connection with the transaction, and (e) such other acts, deeds, matters and things as they may deem fit and proper in this regard.

RESOLVED FURTHER THAT the company secretary, the chief financial officer, and each director of the Company be and is hereby severally authorized to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and to generally do all such acts, deeds and things as may be required in connection with the aforesaid resolutions, including making necessary filings with the stock exchanges and regulatory authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint any merchant

bankers or other professional advisors, consultants and legal advisors to give effect to the aforesaid resolutions.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified, and confirmed in all respects.

RESOLVED FURTHER THAT the company secretary, the chief financial officer, and each director of the Company be and are hereby severally authorized to sign a certified true copy of this resolution and provide the same to whomsoever concerned.”

1. In compliance with sub-regulation (1) of Regulation 159 of SEBI (ICDR) Regulations, 2018, the proposed allottee name “Gulabchand & Company” is to be removed and accordingly point (i) at Item no. 2 & 3 at page no. 30 shall be amended and to be read as under:

2. (i) The Company proposes to make a preferential allotment of equity shares to:

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Sr. Name of the Allottees Maximum Investment Category
No. Number of Amount (in
Equity Shares to Rs.)
be allotted
1 Altitude Investment Public
Fund PCC-Cell 1 4,336,000 399,996,000
2 Vivek Prannath Talwar Promoter
3,500,000 322,875,000
3 VED INVESTMENTS Public
2,710,000 249,997,500
4 Chartered Finance & Public
Leasing Limited 2,168,000 199,998,000
5 Systematix Fincorp India Public
Limited 1,897,000 174,998,250
6 Nexta Enterprises LLP Public
1,626,000 149,998,500
7 Viraj Russell Mehta Public
1,626,000 149,998,500
8 BSAS Infotech Limited Public
1,463,000 134,961,750
9 Emerge Capital Public
Opportunities Scheme 1,084,000 99,999,000
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10 Fortune Bright Trading Public
LLP 1,084,000 99,999,000
11 Meena Ashwin Kothari Public
1,084,000 99,999,000
12 Pragya Mercantile Public
Private Limited 1,084,000 99,999,000
13 Skyward Capital Public
Advisers Private Limited 1,084,000 99,999,000
14 Sunil Shamrao Patil Public
1,084,000 99,999,000
15 GPR Finance Corp Public
813,000 74,999,250
16 Maneesh Parmar Public
813,000 74,999,250
17 Sanjeev Agarwal Public
813,000 74,999,250
18 Abhilasha Singhania Public
759,000 70,017,750
19 Jaishree Ashish Public
Singhania 759,000 70,017,750
20 Gagan Dinanath Public
Chaturvedi 705,000 65,036,250
21 Subodh Popatlal Shah Public
650,000 59,962,500
22 Trishakti Power Public
Holdings Private Limited 650,000 59,962,500
23 Macrotech Developers Public
Limited 542,000 49,999,500
24 Narantak Dealcomm Public
Limited 542,000 49,999,500
25 Pinnacle Investments Public
542,000 49,999,500
26 Ronak Jain Public
542,000 49,999,500
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27 Subham Capital Private Public
Limited 542,000 49,999,500
28 Virendra Prakash Ranka Public
HUF 542,000 49,999,500
29 Chanchal Jain Public
434,000 40,036,500
30 Manguben Bhanjibhai Public
Thakker 434,000 40,036,500
31 Nimish Chandulal Shah Public
434,000 40,036,500
32 Purnata Advisors LLP Public
434,000 40,036,500
33 Suresh Bhatia Public
434,000 40,036,500
34 Vasudha Exotica LLP Public
434,000 40,036,500
35 AG Dynamic Funds Public
Limited 325,000 29,981,250
36 Ankit Ujwalkumar Public
Pagariya 325,000 29,981,250
37 Arman Securities Public
Management Private 325,000 29,981,250
Limited
38 Prabhat Renewable Public
Energy and Agro 325,000 29,981,250
Limited
39 Saumik Ketan Doshi Public
(HUF) 325,000 29,981,250
40 Vanita Infrastructure Public
Private Limited 325,000 29,981,250
41 Vimal Singhvi HUF Public
325,000 29,981,250
42 Visaria Family Trust Public
325,000 29,981,250
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43 Bansilal Shanthilal Public
Vinod Kumar 271,000 24,999,750
44 Dron Capital Consultants Public
LLP 271,000 24,999,750
45 Fashion Suitings Pvt Ltd Public
271,000 24,999,750
46 Ashish Anubhai Gopani Public
(HUF) 217,000 20,018,250
47 Cigam Ventures Private Public
Limited 217,000 20,018,250
48 Madhu Jain Public
217,000 20,018,250
49 Anand Omprakash Public
Agrawal 163,000 15,036,750
50 Gautam Kumar Chordia Public
163,000 15,036,750
51 Raju Omprakash Public
Agrawal 163,000 15,036,750
52 Sheth Shantilal C Public
163,000 15,036,750
53 SRM Value Growth Public
Investments Private 163,000 15,036,750
Limited
54 Akshay Vasudev Public
Hemrajani 108,000 9,963,000
55 Alpeshkumar F Agrawal Public
108,000 9,963,000
56 Arjun Mahadappa Public
Mudda 108,000 9,963,000
57 Atishay Rajeshkumar Public
Gupta 108,000 9,963,000
58 Bela Agrawal Public
108,000 9,963,000
59 Chetna Praveen Maru Public
108,000 9,963,000
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60 Deepa Jain Public
108,000 9,963,000
61 Gautam Raj Shroff Public
108,000 9,963,000
62 Jayantilal Bheemraj Jain Public
108,000 9,963,000
63 Kamlesh Indarmal Jain Public
108,000 9,963,000
64 Kavin Vinod Shah Public
108,000 9,963,000
65 Rajesh Kumar Mohta Public
108,000 9,963,000
66 Sheela Narendra Mehta Public
108,000 9,963,000
67 Surbhi Arora Public
108,000 9,963,000
68 Utkarsh Singh Public
108,000 9,963,000
69 Vaishali Biren Shah Public
108,000 9,963,000
70 Vikash B Maskara Public
108,000 9,963,000
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1. In the Explanatory statement of the said Notice of EGM, point a. of Item no. 2 & 3 at page no. 34 shall be amended and to be read as under:

a. Objects of the Issue :

The Company shall utilize the proceeds of the Preferential Issue of Securities in the following manner:

Nature of Utilisation	Amount (upto Rs.)	Tentative timeline for utilisation (after receipt of consideration)
Repayment of existing debt and redemption of existing non- convertible debentures issued by the Company	200 crores	Within 6 months

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Payment of outstanding dues 50 crores Within 6 months
payable to operational creditors
Meeting Working Capital 50 crores Within 6 months
requirements for tiles and
marble business
Acquisition of real estate / land 300 crores Within 6 months
and/or corporate entities
holding real estate / land, in
order to propel the growth of the
Company and expansion the
business operations of the
Company
General Corporate Purposes 25.21 crores Within 6 months
Total 625.21 crores
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*Not more than 25% of the consideration received for allotment of Equity Shares shall be utilised for general corporate purposes.

The above utilization of proceeds of preferential issue of Securities has been prepared on the basis that the proposed allottee(s) will subscribe to all the equity shares or warrants which they intent to do so.

In terms of NSE notice no. NSE/CML/2022/56 and BSE notice no. 20221213-47, dated December 13, 2022, the amount specified for the above-mentioned object of issue size may deviate +/- 10% depending upon future circumstances, as the objects are based on the Management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Net Proceeds at the discretion of the Board, subject to compliance with applicable laws.

The Board of Directors / Committee can invest the unutilized proceeds from the preferential issue lying in the monitoring account till the time not used for the purpose mentioned in the Notice at their discretion in compliance with the applicable laws. Further, General Corporate Purpose shall be inter alia utilized for the purpose of making payment / adjustment towards expenses incurred by the Company on conducting extra-ordinary general meeting, fees to advisors, processing fees to stock exchanges or deposits in scheduled commercial banks as permitted under applicable laws or at the discretion of the Board of Directors/Committee.

Further, till such time the issue proceeds are fully utilised, the proceeds may be kept as Deposits/Investments with banks, subject to the applicable laws.

Monitoring of utilisation of funds:

a) Given that the issue size exceeds Rs. 100 Crores (Rupees One Hundred Crores), in terms of Regulation 162A of the SEBI ICDR Regulations, the Company has appointed Infomerics Valuation and

Rating Private Limited, a SEBI registered Credit Rating Agency as the monitoring agency to monitor the use of the proceeds of the Preferential Issue (“Monitoring Agency”).

b) The Monitoring Agency shall submit its report to the Company in the format specified in Schedule XI of the SEBI ICDR Regulations on a quarterly basis, till 100% (One Hundred Percent) of the Issue Proceeds have been utilized. The Board and the Management of the Company shall provide their comments on the findings of the Monitoring Agency in the format as specified in Schedule XI of the SEBI ICDR Regulations. The Company shall, within 45 (forty five) days from the end of each quarter, upload the report of the Monitoring Agency on its website and also submit the same to the Stock Exchanges.

1. In the Explanatory statement of the said Notice of EGM, point d. of Item no. 2 & 3 at page no. 36 and Item no. 4 at page no. 50 shall be amended and to be read as under:

d. The pre issue and post issue shareholding pattern of the Company (if fully subscribed by the respective subscribers):

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Sr Category Pre-issue Post-issue shareholding Post-issue shareholding
No shareholding i.e. i.e. after allotment of on fully diluted basis
. Existing shareholding equity shares but prior i.e. after allotment of
as on 17 [th] October, to conversion of equity shares and upon
2024 Warrants into equity conversion of
shares Warrants into equity
shares
No. of % No. of shares % No. of shares %
shares held held held
A. Promoters’
holding :
1 Indian:
Individual 71,88,330 10.00 1,06,88,330 9.20 3,40,98,330 24.42
Bodies
2,64,31,411 36.78 2,64,31,411 22.74 2,64,31,411 18.93
Corporate
Sub Total 3,36,19,741 46.79 3,71,19,741 31.94 6,05,29,741 43.35
2 Foreign
Promoters
Sub Total (A) 3,36,19,741 46.79 3,71,19,741 31.94 6,05,29,741 43.35
B Non
Promoters
holding:
1 Institutional
Investors
2 Non
Institutional
Investors
3 Others (Public
Including 3,82,39,214 53.21 7,91,02,214 68.06 7,91,02,214 56.65
NRIs)
Sub Total (B) 3,82,39,214 53.21 7,91,02,214 68.06 7,91,02,214 56.65
Grand Total
7,18,58,955 100.00 11,62,21,955 100.00 13,96,31,955 100.00
(A) + (B)
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*Post Issue shareholding is computed after considering allotment of Equity Shares and the proposed convertible warrants into equity shares respectively

Note: (a) The above post issue pattern is based on the assumption of full subscription of the proposed issue of Equity Shares and Convertible Warrants.

1. In the Explanatory statement of the said Notice of EGM, point f of Item no. 2 & 3 at page no. 38 to be read as under:

f. The name of the proposed allottees, the identities of the persons who are the ultimate beneficial owners of the shares and/ or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control:

==> picture [524 x 471] intentionally omitted <==

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

Sr. Details of PAN Categ Pre-Issue Security proposed Post-Issue Shareholding Benefi
No Sharehold ory/Cl Shareholding i.e. to be allotted on fully diluted basis i.e. cial
ers ass of Existing post allotment of equity Owner
Subscr shareholding as on shares and conversion of ship
ibers October 17, 2024 convertible warrants into
equity shares
No. of % of Equity Warrants No. of Equity % of
Equity Sharehol Shares Shares Share
Shares ding holdi
ng
1 Altitude Public NIL NIL NIL Lutch
Investmen 43,36,0 43,36,000 1.72 meepra
t Fund 00 kash
PCC-Cell ABBC Seeper
1 A0991P sand
2 Vivek Promot 35,00,0 234,10,00 NA
Prannath AAAP er 63,23,6 8.80 00 0 3,32,33,669 13.18
Talwar T3994 69
Q
3 VED Public NIL NIL NIL Manju
INVEST AAYF 27,10,0 27,10,000 1.07 Rajesh
MENTS V1114 00 Yagnik
G
4 Chartered Public NIL NIL NIL Sanjay
Finance & AABC 21,68,0 21,68,000 0.86 Kothar
Leasing C0777 00 i
Limited C
5 Systemati Public NIL NIL NIL Please
x Fincorp 18,97,0 18,97,000 0.75 refer
00 Note 1
AAAC
----- End of picture text -----

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

India G7720
Limited Q
6 Nexta Public NIL NIL NIL Hardik
Enterprise 16,26,0 16,26,000 0.64 M
s LLP 00 Shah
and
AATF Geeta
N7181 Chetan
Q Shah
7 Viraj Public NIL NIL NIL NA
Russell AKWP 16,26,0 16,26,000 0.64
Mehta M6633 00
M
8 BSAS Public NIL NIL NIL Vikas
Infotech 14,63,0 14,63,000 0.58 Vijayk
Limited AADC 00 umar
B4202 Khema
B ni
9 Emerge Public NIL NIL NIL Sahil
Capital 10,84,0 10,84,000 0.43 Jain
Opportunit 00 and
ies Arjun
Scheme AAAT Shanke
E9594 r
M Bhartia
10 Fortune Public NIL NIL NIL Gyanc
Bright 10,84,0 10,84,000 0.43 hand
Trading 00 Surajm
LLP al
Mehta
and
Shradh
a
Manis
AAIFF h
6776E Mehta
11 Meena Public NIL NIL NIL NA
Ashwin AABP 10,84,0 10,84,000 0.43
Kothari K6030 00
D
12 Pragya Public NIL NIL NIL Rishab
Mercantile 10,84,0 10,84,000 0.43 h
Private AADC 00 Dugar
Limited and
P3503D
Tulsi
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Kumar
Dugar
13 Skyward Public NIL NIL NIL Harish
Capital 10,84,0 10,84,000 0.43 Prakas
Advisers 00 h
Private Nagpal
Limited ABMC and
S9433 Kavita
M Nagpal
14 Sunil Public 70,000 0.10 NIL NA
Shamrao ABMP 10,84,0 11,54,000 0.46
Patil P8001F 00
15 GPR Public NIL NIL NIL Pradee
Finance 8,13,00 8,13,000 0.32 p
Corp 0 Ghisul
al
Rathod
;
Gaurav
Pradee
p
Rathod
;
Sangee
ta
Pradee
p
Rathod
AAUF ; Ruchi
G2925 Gaurav
Q Rathod
16 Maneesh Public NIL NIL NIL NA
Parmar AAPPK 8,13,00 8,13,000 0.32
2648P 0
17 Sanjeev Public NIL NIL NIL NA
Agarwal ABQP 8,13,00 8,13,000 0.32
A2001 0
E
18 Abhilasha Public NIL NIL NIL NA
Singhania ASEPS 7,59,00 7,59,000 0.30
4244A 0
19 Jaishree Public NIL NIL NIL NA
Ashish AAYPS 7,59,00 7,59,000 0.30
Singhania 3995E 0
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----- Start of picture text -----

20 Gagan Public NIL NIL NIL NA
Dinanath AACP 7,05,00 7,05,000 0.28
Chaturved C7963 0
i N
21 Subodh Public NIL NIL NIL NA
Popatlal AAXPS 6,50,00 6,50,000 0.26
Shah 0025L 0
22 Trishakti Public NIL NIL NIL Paresh
Power 6,50,00 6,50,000 0.26 Doshi
Holdings AADC 0
Private T8291
Limited N
23 Macrotech Public NIL NIL NIL Abhish
Developer 5,42,00 5,42,000 0.21 ek
s Limited 0 Manga
lprabh
AAAC at
L1490J Lodha
24 Narantak Public NIL NIL NIL Brij
Dealcomm 5,42,00 5,42,000 0.21 Bhush
Limited AAAC 0 an
N8873 Agarw
B al
25 Pinnacle Public NIL NIL NIL Please
Investmen ABAFP 5,42,00 5,42,000 0.21 refer
ts 0908R 0 Note 2
26 Ronak Public NIL NIL NIL NA
Jain AZOPJ 5,42,00 5,42,000 0.21
3688A 0
27 Subham Public NIL NIL NIL Mahab
Capital 5,42,00 5,42,000 0.21 ir
Private 0 Prasad
Limited AAECS Agarw
8331F al
28 Virendra Public NIL NIL NIL Virend
Prakash 5,42,00 5,42,000 0.21 ra
Ranka 0 Prakas
HUF AADH h
V1073P Ranka
29 Chanchal Public NIL NIL NIL NA
Jain ADPPJ 4,34,00 4,34,000 0.17
5140E 0
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----- Start of picture text -----

30 Manguben Public NIL NIL NIL NA
Bhanjibhai ACHPT 4,34,00 4,34,000 0.17
Thakker 1597J 0
31 Nimish Public NIL NIL NIL NA
Chandulal AAHPS 4,34,00 4,34,000 0.17
Shah 6423N 0
32 Purnata Public NIL NIL NIL Gauran
Advisors 4,34,00 4,34,000 0.17 g
LLP 0 Manha
r
Gandhi
;
Heman
g
Manha
r
Gandhi
; Ketan
Manha
ABEFP r
3377N Gandhi
33 Suresh Public NIL NIL NIL Suresh
Bhatia AADH 4,34,00 4,34,000 0.17 Bhatia
B7855 0
H
34 Vasudha Public NIL NIL NIL Sujeet
Exotica AAYF 4,34,00 4,34,000 0.17 Kumar
LLP V1615 0 Thakur
N
35 AG Public NIL NIL NIL Paul
Dynamic AASC 3,25,00 3,25,000 0.13 Boskm
Funds A8490 0 a
Limited R
36 Ankit Public NIL NIL NIL NA
Ujwalkum 3,25,00 3,25,000 0.13
ar BYOPP 0
Pagariya 3445B
37 Arman Public NIL NIL NIL Arvind
Securities 3,25,00 3,25,000 0.13 Kumar
Managem 0 Goel;
ent Private ABAC Manju
Limited A7537J Goel
38 Prabhat Public NIL NIL NIL Vishw
Renewabl AAKC 3,25,00 3,25,000 0.13 amani
e Energy P7159A 0 Matam
----- End of picture text -----

	and Agro Limited									ani Tiwari
39	Saumik Ketan Doshi (HUF)	AAZH S5148C	Public	NIL	NIL	3,25,00 0	NIL	3,25,000	0.13	Saumi k Ketank umar Doshi
40	Vanita Infrastruct ure Private Limited	AADC V4028 K	Public	NIL	NIL	3,25,00 0	NIL	3,25,000	0.13	Please refer Note 1
41	Vimal Singhvi HUF	AAAH V6516 Q	Public	NIL	NIL	3,25,00 0	NIL	3,25,000	0.13	Vimal Singhv i
42	Visaria Family Trust	AAET V1837 G	Public	NIL	NIL	3,25,00 0	NIL	3,25,000	0.13	Kamal Visaria
43	Bansilal Shanthilal Vinod Kumar	AAEH B1716 Q	Public	NIL	NIL	2,71,00 0	NIL	2,71,000	0.11	Vinod Jain
44	Dron Capital Consultant s LLP	AAIFD 4723B	Public	NIL	NIL	2,71,00 0	NIL	2,71,000	0.11	Naisha dh Jawaha r Paleja
45	Fashion Suitings Pvt Ltd	AAAC F3294L	Public	NIL	NIL	2,71,00 0	NIL	2,71,000	0.11	Tilok Chand Chhabr a
46	Ashish Anubhai Gopani (HUF)	AAAH A4607 B	Public	NIL	NIL	2,17,00 0	NIL	2,17,000	0.09	Ashish Anubh ai Gopani ; Vibha Ashish Gopani ; Romil Ashish Gopani ; Manas

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vi
Ashish
Gopani
47 Cigam Public NIL NIL NIL Prakas
Ventures AAFC 2,17,00 2,17,000 0.09 h
Private C8391 0 Gurba
Limited Q xani
48 Madhu Public NIL NIL NIL NA
Jain AAFPJ 2,17,00 2,17,000 0.09
5494C 0
49 Anand Public NIL NIL NIL NA
Omprakas ABUP 1,63,00 1,63,000 0.06
h Agrawal A3581 0
H
50 Gautam Public NIL NIL NIL NA
Kumar ACVP 1,63,00 1,63,000 0.06
Chordia C2583 0
K
51 Raju Public NIL NIL NIL NA
Omprakas AAKP 1,63,00 1,63,000 0.06
h Agrawal A1662 0
L
52 Sheth Public NIL NIL NIL NA
Shantilal AAOPS 1,63,00 1,63,000 0.06
C 0258E 0
53 SRM Public NIL NIL NIL Sonia
Value 1,63,00 1,63,000 0.06 Jain;
Growth 0 Raksha
Investmen y Jain;
ts Private ABLCS Mrigan
Limited 7800H k Jain
54 Akshay Public NIL NIL NIL NA
Vasudev AETPH 1,08,00 1,08,000 0.04
Hemrajani 2143C 0
55 Alpeshku Public NIL NIL NIL NA
mar F AGRP 1,08,00 1,08,000 0.04
Agrawal A0167 0
H
56 Arjun Public NIL NIL NIL NA
Mahadapp AFTP 1,08,00 1,08,000 0.04
a Mudda M3489 0
H
----- End of picture text -----

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

57 Atishay Public NIL NIL NIL NA
Rajeshku AAFPG 1,08,00 1,08,000 0.04
mar Gupta 3976N 0
58 Bela Public NIL NIL NIL NA
Agrawal AJIPA1 1,08,00 1,08,000 0.04
002F 0
59 Chetna Public NIL NA
Praveen AAFP 10,000 0.01 1,08,00 1,18,000 0.05
Maru M5070 0
M
60 Deepa Jain Public NIL NIL NIL NA
AERPJ 1,08,00 1,08,000 0.04
7146P 0
61 Gautam Public NIL NIL NIL NA
Raj Shroff ABUPS 1,08,00 1,08,000 0.04
8472K 0
62 Jayantilal Public NIL NIL NIL NA
Bheemraj AAEPJ 1,08,00 1,08,000 0.04
Jain 8397H 0
63 Kamlesh Public NIL NIL NIL NA
Indarmal ADCPJ 1,08,00 1,08,000 0.04
Jain 3966D 0
64 Kavin Public NIL NIL NIL NA
Vinod ASOPS 1,08,00 1,08,000 0.04
Shah 9929A 0
65 Rajesh Public NIL NIL NIL NA
Kumar AEWP 1,08,00 1,08,000 0.04
Mohta M2136 0
F
66 Sheela Public NIL NIL NIL NA
Narendra ACHP 1,08,00 1,08,000 0.04
Mehta M3468 0
R
67 Surbhi Public NIL NIL NIL NA
Arora CCSPK 1,08,00 1,08,000 0.04
5531L 0
68 Utkarsh Public NIL NIL NIL NA
Singh ISVPS5 1,08,00 1,08,000 0.04
139B 0
69 Vaishali Public NIL NIL NIL NA
Biren AAKPS 1,08,00 1,08,000 0.04
Shah 2998B 0
----- End of picture text -----

70	Vikash B Maskara	AFNP M0965 N	Public	NIL	NIL	1,08,00 0	NIL	1,08,000	0.04	NA
71	Authum Investmen t & Infrastruct ure Limited	AADC S2471H	Public	NIL	NIL	11,25,0 0,000	NIL	11,25,00,000	44.62	Alpana Dangi

*Post Issue shareholding is computed after considering allotment of equity shares and convertible warrants into equity shares.

Note: The table shows the expected shareholding pattern of the Company upon assumption of the allotment and assumes that holding of all other shareholders shall remain the same post issue as they were on the date on which the pre issue shareholding pattern was prepared.

Note 1: The said proposed allottee is a Wholly owned subsidiary of a listed entity, accordingly UBO declaration will not be applicable.

Note 2: No individual beneficiary holds an interest of 10% or more in the Firm. Accordingly, there are no Ultimate Beneficial Owner (UBO) of the Firm.

1. In the Explanatory statement of the said Notice of EGM, point h of Item no. 2 & 3 at page no. 43 to be read as under:

h. Undertaking that the issuer shall re-compute the price of the specified securities in terms of the provisions of these regulations where it is required to do so and undertaking - that if the amount payable on account of the re computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked in till the time such amount is paid by the allottees:

As the equity shares have been listed for a period of more than 90 trading day(s) as on the Relevant Date, the provisions of Regulation 164(3) of the ICDR Regulations governing recomputation of the price of shares shall not be applicable and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1)(g) and 163(1)(h) of the SEBI ICDR Regulations. Further, the Company shall at all times comply with the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957, as amended, (“SCRR”) and Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).

If the Company is required to re-compute the price then it shall undertake such re-computation and if the amount payable on account of the re-computation of price is not paid by the Proposed Allottees within the time stipulated in the SEBI ICDR Regulations, the Equity shares and Warrants proposed to be issued pursuant to this resolution would be continued to be locked in till such time.

1. In the Explanatory statement of the said Notice of EGM, point o of Item no. 2 & 3 at page no. 46 to be read as under:

o. Current and proposed status of the Allottees post the Preferential Issue viz. promoter or non-promoter

There will be no change in the status of the allottees post the preferential issue. They shall remain to be the same i.e. Promoters and Non-Promoter/ Public Shareholders post the Preferential Issue

1. In the Explanatory statement of the said Notice of EGM, point d. of Item no. 4 at page no. 50 shall be amended and to be read as under:

d. The pre issue and post issue shareholding pattern of the Company (if fully subscribed by the respective subscribers):

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

Sr Category Pre-issue shareholding i.e. Post-issue shareholding on
No. Existing shareholding as on fully diluted basis i.e. after
17 [th] October, 2024 allotment of equity shares
and upon conversion of
Warrants into equity
shares
No. of shares % No. of shares %
held held
A. Promoters’ holding :
1 Indian:
Individual 71,88,330 10.00 3,40,98,330 13.52
Bodies Corporate 2,64,31,411 36.78 2,64,31,411 10.48
Sub Total 3,36,19,741 46.79 6,05,29,741 24.01
2 Foreign Promoters
Sub Total (A) 3,36,19,741 46.79 6,05,29,741 24.01
B Non Promoters holding:
1 Institutional Investors
2 Non Institutional
Investors
3 Others (Public Including 3,82,39,214 53.21 19,16,02,214 75.99
NRIs)
Sub Total (B) 3,82,39,214 53.21 19,16,02,214 75.99
Grand Total (A) + (B) 7,18,58,955 100.00 25,21,31,955 100.00
----- End of picture text -----*

*Post Issue shareholding is computed after considering allotment of Equity Shares and the proposed convertible warrants into equity shares respectively as mentioned in item no. 2 & 3.

Note:

(a) The above post issue pattern is based on the assumption of full subscription of the proposed issue of Equity Shares and Convertible Warrants.

1. In the Explanatory statement of the said Notice of EGM, point a1. to be added after point a. of Item no. 4 at page no. 50 to be read as under:

a1 Monitoring of utilisation of funds:

Given that the issue size exceeds Rs. 100 Crore (Indian Rupees One Hundred Crore), in terms of Regulation 162A of the SEBI ICDR Regulations, the Company has appointed Infomerics Valuation and Rating Private Limited, a SEBI registered Credit Rating Agency as the monitoring agency to monitor the use of the proceeds of the Preferential Issue (“Monitoring Agency”) for the total issue proceeds. However, the said issue is by way of conversion of loan into equity and issuance of equity shares to Authum under Section 62(1)(c) of the Companies Act, 2013 and hence, there will no fresh infusion of funds from the said issue and therefore, NSE notice no. NSE/CML/2022/56 and BSE notice no. 20221213-47, dated December 13, 2022, will not be applicable for the Object of the issue.

1. In the Explanatory statement of the said Notice of EGM, point h of Item no. 4 at page no. 52 to be read as under:

h. Undertaking that the issuer shall re-compute the price of the specified securities in terms of the provisions of these regulations where it is required to do so and undertaking that if the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked in till the time such amount is paid by the allottees:

As the equity shares have been listed for a period of more than 90 trading day(s) as on the Relevant Date, the provisions of Regulation 164(3) of the ICDR Regulations governing recomputation of the price of shares shall not be applicable and therefore, the Company is not required to submit the undertakings specified under Regulations 163(1)(g) and 163(1)(h) of the SEBI ICDR Regulations. Further, the Company shall at all times comply with the minimum public shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957, as amended, (“SCRR”) and Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).

If the Company is required to re-compute the price then it shall undertake such re-computation and if the amount payable on account of the re-computation of price is not paid by the Proposed Allottees within the time stipulated in the SEBI ICDR Regulations, the Equity shares proposed to be issued pursuant to this resolution would be continued to be locked in till such time.

1. In the Explanatory statement of the said Notice of EGM, point n of Item no. 4 at page no. 54 to be read as under:

n. Current and proposed status of the Allottees post the Preferential Issue viz. promoter or non-promoter

The proposed allotment shall be made to the non-promoter category and the class of persons are mentioned in point f of this item and such status will continue to remain the same post the Preferential Issue

This Corrigendum I to the Notice of the EGM shall form an integral part of the Notice of EGM which has already been circulated to shareholders of Company and on and from the date hereof, the Notice of the EGM shall always be read in conjunction with this Corrigendum I. This corrigendum I will also be made available on website of both the stock exchanges i.e. BSE and NSE and on the website of the Company (www.nitco.in). All other contents of the Notice of EGM, save and except as modified or supplemented by the Corrigendum I, shall remain unchanged.

By Order of the Board of Directors of Nitco Limited

Sd/- Geeta Shah Company Secretary and Compliance Officer Membership No. A57288

Date: November 8, 2024 Place: Mumbai