Nitco Ltd. — Regulatory Filings 2025

Feb 12, 2025

NITCO/SE/2024-25/76 February 12, 2025

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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

Dear Sir/Madam,

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

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), we wish to inform that subject to requisite approvals, the Board of Directors in their meeting held today i.e. Wednesday, February 12, 2025 has inter-alia approved the sale, assignment, transfer, and conveyance of Wind Energy Business Undertaking of the Company, six Wind Turbine Generators (“WTG”), located in the Village Chakle & Choupale, Nandurbar, Maharashtra (hereinafter referred to as “Windmills”) to Siva Green Energy India Private Limited on a slump sale basis.

The completion of the proposed transaction is subject to fulfilment of certain conditions and shall be subject to other requisite approvals as applicable.

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 as Annexure I .

The Meeting of Board of Directors of the Company commenced at 1:12 P.M. and concluded at 04:05 P.M.

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: 2025.02.12 16:38:28 +05'30'

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Vivek Talwar Chairperson & Managing Director DIN: 00043180

Encl: As above

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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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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:

Sr. No.	Particulars	Description
1	Undertaking proposed to be transferred	Transfer of Wind Energy Business Undertaking of the Company i.e. six Wind Turbine Generators (“WTG”) identified as location Nos. K443, K444, K445, K446, K447, and K448 located in the Village of Chakle & Choupale, Nandurbar,Maharashtra.
2	The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division or undertaking or subsidiary or associate company of the listed entityduringthe last financialyear	Amount of Turnover: Rs. 1,32,12,580 Percentage of Turnover: 0.40%
3	Date on which the agreement for transfer has been entered into	The Business Transfer Agreement (“BTA”) and/or any other definitive document is yet to be entered between theparties.
4	The expected date of completion of transfer	Subject to satisfactory completion of the conditions (including shareholders, lenders and other necessary approvals required for Slump Sale) by the parties and in accordance with the other provisions of BTA and/or any other definitive document, the Transfer of the Wind Energy Business Undertaking is expected to be completed within ninety days of fulfilment of thepre-closingactions.
5	Consideration received from such transfer	Rs. 6,30,00,000/- (Rupees Six Crores Thirty Lakhs only)
6	Brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/group companies. If yes, details thereof	Siva Green Energy India Private Limited (CIN: U40108TZ2005PTC011637), is a private limited company incorporated under the provisions of Companies Act, 1956 having Registered Office at 12-A, Kandampalayam, Perundurai, Erode, Tamilnadu - 638052, India. Siva Green Energy India Private Limited does not belong to the promoter/ promoter group/groupcompanies.
7	whether the transaction would fall within relatedpartytransactions? If	The said transaction does not fall within the purview of relatedpartytransaction.

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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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	yes, whether the same is done at “arm’s length”;
8	whether the sale, lease or disposal of the undertaking is outside Scheme of Arrangement? If yes, details of the same including compliance with regulation 37A of LODR Regulations.	The proposed transaction does not form part of any scheme of arrangement. The slump sale is being proposed to be undertaken through a Business Transfer Agreement and/or any other definitive document to be entered between the Company and Siva Green Energy India Private Limited. The Company shall comply with provisions of Regulation 37A of the SEBI ListingRegulations.
9	Name of the entity(ies) forming part of the slump sale, details in brief such as size,turnover etc.	Refer to the information disclosed in serial nos. 1-6 above.
10	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”	Refer to the information disclosed in serial no 7 above.
11	Area of business of the entity(ies)	The Company is engaged in the business of manufacturing/trading of tiles, marble and mosaico. The Company is also engaged in real estate activities. Siva is engaged in the business of investing in renewable energy projects in India.
12	Rationale for slump sale	Divesting from non-core activities such as wind energy generation which will allow the Company to focus on its core operations, leading to enhanced efficiency and profitability in itsprimarybusiness segments.
13	In case of cash consideration- amount or otherwise share exchange ratio	Consideration as specified in serial no. 5 above.

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: 2025.02.12 16:39:18 +05'30'

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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