The Annual Report of the Company together with the Audited Standalone and Consolidated
Financial Statements for the year ended 31^st March, 2024:

1. CORPORATE INSOLVENCY RESOLUTION PROCESS TCIRPT:

Nitin Fire Protection Industries Limited is a company incorporated under the provisions of
Companies Act, 1956 (and validly existing under the provisions of the Companies Act, 2013)
having CIN L29193MH1995PLC092323. The Company has its registered office at 501, Delta,
Technology Street, Hiranandani Gardens, Powai, Mumbai - 400076, Maharashtra, India.

The CIRP of the Company commenced under the terms of Chapter II of the Insolvency and
Bankruptcy Code, 2016 ('IBC, 2016 or IBC') vide the order (C.P.(IB) 1890/I&BP/MB/2018)
dated 22^nd October, 2018 ("CIRP Commencement date") passed by Hon'ble National
Company Law Tribunal, Mumbai bench ("NCLT") and appointed Mr. Uliyar Balakrishna
Bhat (Registration No.: IBBI/IPA-001/IP-P00658/2017-18/11107) as Interim Resolution
Professional ("IRP") of the Company.

Subsequently, Committee of Creditors (CoC) in it's meeting held on 20^th November, 2018,
passed the resolution for the appointment of Mr. Uliyar Balakrishna Bhat as the Resolution
Professional (henceforth shall be referred as RP).

Thereafter the Company went under Liquidation vide NCLT order in MA No. 2727 /2019
IN C.P.(IB)-1890(MB)/2018 dated 18^th January, 2022 in terms of the provisions of Insolvency
and Bankruptcy Code, 2016 ('IBC') and the regulations framed thereunder.

Pursuant to the aforesaid orders and the provisions of IBC, the powers of the Board of
Directors have been suspended and such powers are vested with Mr. Uliyar Balakrishna
Bhat

2. FINANCIAL POSITION:

a. FINANCIAL RESULTS:

The Company's performance for the Financial Year (F.Y.) ended 31^st March, 2024 as
compared to the previous financial year is summarized below:

Standalone Financial Statements Summary:

(Amount in INR Lakhs)

Consolidated Financial Statements Summary:

(Amount in INR Lakhs)

b. OPERATIONS:

The Corporate Debtor is inter alia engaged in the business of manufacturing of Fire Fighting
Equipment (Gas based and Water based Fire Extinguishers) under the brand name NITIE,
providing Turnkey Solutions including Procurements, designing, system integration,
commissioning and installation of firefighting systems including Annual Maintenance
Contracts (AMC) for fire protection systems.

Subsequent to the Company went under Liquidation and in view of the provisions of
Section 20 of the IBC, 2016, the Liquidator is required to manage the affairs & operations of
the Company as a going concern.

During the year under review, Liquidator was in charge of the operations or the
management of the Corporate Debtor. Further, the erstwhile management and employees
associated with the Corporate Debtors at that time have been co-operative and put their
utmost efforts to gather the data / documents / information of the Company and providing
access to Liquidator into the books of account and other records of the Company for the
earlier years including for the period under review i.e. F.Y.2023-24. The accounts for the
year ended 31^st March 2024 have been prepared on the basis of information / documents
made available.

There was no change in the nature of business of the Company during the year under
review.

c. DIVIDEND:

The Company was under Liquidation during the year, no dividend was recommended or
declared during / for the Financial Year ended March 31, 2024.

d. TRANSFER TO RESERVES:

No amount was transferred to the Reserves during the financial year under review.

e. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND TOINT
VENTURE COMPANIES:

The Company has an investment in its wholly owned subsidiaries named Eurotech
Cylinders Private Limited ("ECPL");. Further, The Company has an associate Company
namely, Worthington Nitin Cylinders Private Limited (WNCPL).

During the year under review, there are no companies which have become Subsidiary /
Associate of the Corporate Debtors nor that the Corporate Debtor became the subsidiary /
Associate of other entity.

After due efforts of Liquidator and the erstwhile management of the Company to collect the
relevant data of Company's Subsidiaries, Associate or Joint Venture Companies for the
purpose of identifying financial position of the Company including preparation of the
financial statements of the subsidiaries, associates and joint venture companies for the
financial year ended 31^st March 2024, the Consolidated Financial statement has been
prepared and accordingly, presented in Annexure I which is 'Form AOC-1' to this board
report.

Further, it is to be noted that as provided by promoters, the Liquidator has no access to
financial statements of subsidiary any time as they are not governed by the provisions of the
Insolvency and Bankruptcy Code, 2016.

f. DEPOSITS:

The Company has not accepted nor renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review.

g. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in Ordinary Course of the
Business and at Arm's Length basis. During the year under review, the Company has not
entered into any contracts/ arrangements/ transactions with related parties which qualify
as material in accordance with the Policy of the Company on materiality of related party
transactions. Hence, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in 'Form AOC-2' is not applicable.

The details of such related party transactions are available in the Note no. 36 to the
Standalone financial statements section of this Annual Report.

h. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of
energy, technology absorption and foreign exchange earnings and outgo, etc. for the year
ended March 31, 2023, are furnished in 'Annexure - II' which forms part of the Board's
Report.

i. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

As per Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
(notified on September 5, 2016) and the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Amendment Rules, 2016 (notified on February 28,
2017) ("IEPF Rules"), all dividends which remain unclaimed and unpaid for a period of
seven years from the date they became due for payment were required to be transferred to
the Investor Education and Protection Fund established by the Central Government.

No dividend was declared by the Company in the financial year 2016-17. Therefore, the
requirement of transfer of Unclaimed and Unpaid Dividend amount to Investor Education and
Protection Fund ('IEPF') does not arise.

j. COST RECORDS:

During the financial year under review, the Company was required to maintain cost records as
specified by the Central Government under sub-section (1) of section 148 of the Companies Act,
2013. Despite the Liquidation proceedings initiated against the Company, during which the
powers of the management and the Board of Directors were vested in the Liquidator, significant
efforts were made to maintain the Company's status as a Going Concern and to keep records
updated. While every effort was made by the Liquidator to comply with the requirements, there
were certain limitations in maintaining cost records as prescribed under the provisions, which
have been duly noted by the Auditors in their Audit Report.

k. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Particulars of Loans, Guarantees, and Investments made, if any, under the provisions of
Section 186 of the Companies Act, 2013 read with rules made thereunder as on March 31,
2024 are set out in Notes to the Standalone Financial Statements of the Company.

l. WEBSITE AND EXTRACT OF ANNUAL RETURN:

The Company has a website; however, not updated till the end of the review period

m. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company being under Liquidation during the year, the Liquidator has made efforts to
maintain the going concern status of the Company and monitoring the activities of existing
employees of the company. Further, due steps have been taken to maintain the data as
required under applicable laws and to comply with provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Liquidator further
confirmed that no complaints / incidents w.r.t. Sexual Harassments occurred during the
period under review.

n. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

The Company being under Liquidation during the year, the Liquidator is responsible for
running the Company as a Going Concern and therefore, maintaining the said status during
the period under review. Except the above and as disclosed elsewhere in this report and /
or in the financial statement read with the auditor report and other reports being part of
Directors Report for the year ended March 31, 2024, no material changes and commitments
which could affect the Company's financial position have occurred between the end of the
financial year of the Company and date of this report.

o. DETAIL OF FRAUD AS PER AUDITORS REPORT:

The Auditors in its report has made observations / remarks w.r.t. Company's financial
position / maintenance of data, etc. Except that the Auditors have not highlighted any
instances of Fraud happened in the Company / its operations during the period under
review.

p. SECRETARIAL STANDARDS COMPLIANCE:

The Company being under Liquidation during the year and the powers and
responsibilities of the Board of Directors and other Committees of the Company stand
suspended and vested with the Liquidator under the provisions of IBC, 2016. Therefore,
compliance with the Secretarial Standards does not arise. However, the meetings of the
Committee of Creditors along with the Liquidator are held during the year under review as
per Rules / Guidelines provided under IBC, 2016.

q. INTERNAL FINANCIAL CONTROLS:

An extract of the comment made by the Statutory Auditor in the Internal Audit report
issued by him is as placed hereunder:

“The system of internal financial controls with reference to financial statements with regard to the
Company were not made available to us to enable us to determine if the Company has established
adequate internal financial controls with reference to financial statements and whether such internal
financial controls were operating effectively as at March 31, 2024.”

r. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed Vigil Mechanism / Whistle Blower Policy, however the same is
not updated till the end of the review period. The Company being under Liquidation, the
operations and management of the Company are being monitored and controlled by
Liquidator in the best possible capacity within the provisions of IBC. Further, no instance
were noticed for any Whistle Blower during the year under review.

s. MANAGEMENT DISCUSSION AND ANALYSIS:

The Company being under Liquidation, the operations and management of the Company
are being monitored and controlled by Liquidator in the best possible capacity within the
provisions of IBC to maintain the status of the Company as a going concern. Therefore, the
report about Management Discussion and analysis pursuant to Company's performance
and future prospects were not provided for the period under review.

t. CORPORATE GOVERNANCE & CERTIFICATE THEREON:

The Company is under Liquidation pursuant to the order issued by NCLT. Hence, the
operations and management of the Company are being monitored and controlled by
Liquidator in the best possible capacity within the provisions of IBC to maintain the status
of the Company as a going concern. As required, the report on Corporate Governance has
been prepared and signed by the Liquidator being part of this Annual Report as Annexure
III. The Certificate on Corporate Governance issued by AVS & Associates, Company
Secretary, Navi Mumbai, for the financial year ended March 31, 2024 is enclosed in the
report as 'Annexure - IV'.

3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Director liable to Retirement by Rotation:

The powers and responsibilities of the Board of Directors including independent directors
were suspended due to Liquidation order passed against the Company. Accordingly,
provisions about retirement by rotation of directors are not applicable to the Company for the
period under review.

b) Board of Directors, Independent Directors and Key Managerial Personnel:

Post the initiation of CIRP and thereafter with the passing of order for Liquidation against
the Company, the powers and responsibilities of the Board of Directors including
independent directors which was suspended and vested with Liquidator when the
Company was admitted into CIRP; the suspension of the powers of the Board and vesting of
the same with Liquidator continued with the Liquidation order. Further, during the F.Y.
2019-20 the Key Managerial Personnel including the Company Secretary cum Compliance
Officer, Chief Financial Officer, Chief Operating Officer resigned from their position.

c) Declaration by Independent Directors:

The Company was under Liquidation leading to continuance in suspension of powers of the
Board of Directors, declarations by the Independent Directors were not received by the
Company.

4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a) BOARD MEETINGS:

Due to the supersession of the Board of Directors, no Board Meetings were held during the
year under review after CIRP commencement.

In continuation to the suspension of the powers of the Board of Directors of the Company,
the various Committees formed under the Companies Act and other applicable laws were
discontinued and therefore, no committee meetings were held during the period under
review.

b) COMMITTEE OF CREDITORS MEETINGS:

The Committee of Creditors (COC) of the Corporate Debtor was duly constituted under
Section 21 of the IBC read with Regulation 17 of the CIRP Regulations. Further, the
meetings of COC were duly convened and held as per provisions of Regulation 18 of the
CIRP Regulations.

c) RISK MANAGEMENT POLICY:

The Company doesn't have an updated Risk Management Policy for the year under review.
However, the Company being under CIRP, the risks identification and mitigation,
framework & strategies are being monitored and controlled in the best possible capacity by
a Liquidator within the provisions of IBC and CIRP regulations.

5. AUDITORS AND REPORTS:

a. APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s. Parekh Shah & Lodha, Chartered Accountants,
(FRN: 107487W) the Statutory Auditors of the Company have been appointed to conduct
statutory audit from the financial year 2020-21 to financial year 2024-25 (both inclusive). The
Company has received eligibility certificate from the Statutory Auditor certifying that they
continue to be eligible to be the Statutory Auditor of the Company for the financial year
2023-24.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE
FINANCIAL YEAR ENDED 31^st MARCH, 2022:

The observations/qualifications/disclaimers made by the Statutory Auditors,
M/s. Parekh Shah & Lodha, Chartered Accountant LLP for Standalone Financial Statements
and for Consolidated Financial Statement in their report for the financial year ended 31^st
March, 2023 read with the explanatory notes, formed part of respective financial statements,
are self-explanatory and therefore, do not call for any further explanation or comments from
the Liquidator under Section 134(3) of the Companies Act, 2013.

c. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Liquidator
appointed M/S AVS & Associates, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for the
financial year 2023-24 is annexed with this report as "Annexure -V".

On the basis of available data, records and details, the Secretarial Auditor's report for the
financial year ended March 31, 2024 contains various observations and qualifications. These
remarks are self-explanatory, and as such, no further explanation or comments from the
Liquidator are warranted under Section 134(3) of the Companies Act, 2013.

d. INTERNAL AUDIT:

Being under Liquidation, the Company has not appointed any Internal Auditor for the
financial year ended 31^st March 2024.

6. NOMINATION AND REMUNERATION POLICY:

Considering the Company had been admitted into CIRP and pursuant to the subsequent
Liquidation proceedings and suspension of the board of directors since the admission into
CIRP, the requirements of formulation of the Nomination & Remuneration Policy and criteria of
remuneration to board of directors and senior management is not applicable to the Company
during the period under review.

7. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND
INDIVIDUAL DIRECTORS:

The powers and responsibilities of the Board of Directors including the Committee of the Board were
suspended by virtue of the company being under CIRP followed by Liquidation and the same vested
with the Liquidator under the provisions of IBC. In view of the above, evaluation of the performance
of Directors, Board or the Committees could not be carried out and no separate meeting of
Independent Directors could be held.

8. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,
2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

In F.Y. 2018-19, CIRP of the Company commenced under the terms of Chapter II of the
Insolvency and Bankruptcy Code, 2016 (IBC) vide the order (C.P.(IB)
1890/I&BP/MB/2018) dated 22^nd October, 2018 ("CIRP Commencement date") passed
by Hon'ble National Company Law Tribunal, Mumbai bench ("NCLT") and NCLT
appointed Mr. Uliyar Balakrishna Bhat (Registration No.: IBBI/IPA-001/IP-
P00658/2017-18/11107) as Interim Resolution Professional ("IRP") of the Company.

Subsequently, Committee of Creditors (CoC) in its meeting held on 20^th November, 2018,
passed the resolution for appointment of Mr. Uliyar Balakrishna Bhat as the Resolution
Professional.

Thereafter Liquidation order was passed against the Company vide NCLT order in MA
No. 2727 /2019 IN C.P.(IB)-1890(MB)/2018 dated 18* January, 2022 in terms of the
provisions of Insolvency and Bankruptcy Code, 2016 ('IBC') and the regulations framed
thereunder.

Pursuant to the aforesaid orders and the provisions of IBC, the powers of the Board of
Directors have been suspended and such powers are vested with Mr. Uliyar Balakrishna
Bhat in the capacity of a Liquidator.

In addition to the above, BSE Limited had issued notice dated 09^th February, 2022
suspending the trading in equity shares of the company with effect from 11^th
February, 2022. Further, National Stock Exchange of India Limited, has also
communicated to the Company about suspension in trading of equity shares of the
Company with effect from same date.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

The powers of the Board of Directors were suspended by the virtue of the company being
under CIRP and thereafter the Liquidation order. Hence, no director's responsibility
statement is declared in this report for the year under review.

c. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and therefore no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review.
Therefore, no information as per provisions of Section 54(1)(d) of the Act read with Rule
8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT,2013:

The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review. Therefore, no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT,2013:

During the year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

g. HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION:

Pursuant to the initiation of CIRP, the powers of the Board of Directors were suspended. In
the absence of Top-Level Management, including Managerial Personnel, no managerial
remuneration was payable to any directors or managerial personnel during the year under
review. While a few employees continued to remain associated with the Company post¬
initiation of the CIRP process, the absence of managerial remuneration eliminated the
requirement for disclosures under Section 197 of the Companies Act, 2013, and the rules
made thereunder. Consequently, particulars of remuneration to Directors and employees, as
well as the ratio of remuneration of each director to the median employee's remuneration,
were not provided in this report.

9. ACKNOWLEDGEMENTS:

Liquidator takes this opportunity to thank the continuing employees post this CIRP process and
the subsequent Liquidation order, the members of the Committee of Creditors and other
professionals for their consistent support to run the Company as a Going Concern during the
process of CIRP and also post passing of the Liquidation order.

For and on behalf of the (Suspended) Board of
Nitin Fire Protection Industries Limited

Sd/-

Uliyar Balakrishna Bhat

Resolution Professional in the matter of
Nitin Fire Protection Industries Limited
(Registration No.: IBBI/PA-001/IP-P00658/2017-18/11107)

Communication Address

A-005, Ground Floor, Western Edge II,

Off Western Express Highway, Borivali (East),

Mumbai - 400 066

Email: liquidation.nfpil@gmail.com

Date : 21/01/2025
Place : Mumbai