The Directors of your Company are pleased to present the 25th Annual Report to the Members with the AuditedFinancial Statements for the Financial Year ended on 31 March 2025.
The Company is public limited and listed at BSE Limited (Scrip code: 542231) and National Stock Exchange IndiaLimited (Scrip code: NILASPACES) engaged in the business of construction and development of projects for salemainly into residential real estate. During the year, there is no change in the state of affairs of the company.
The performance of the Company for the Financial Year 2024-25 is as under:
Particulars
Standalone for the year ended
Consolidated for the year ended
31 March 2025
31 March 2024
Revenue from Operations
13,580.22
9,071.31
13,579.82
9,071.36
Add: Other Income
852.80
432.59
858.41
1,111.06
Total Income
14,433.02
9,503.90
14,438.23
10,182.42
Less: Revenue Expenditure
10,239.04
7,972.42
10,265.63
Less: Depreciation and Amortization
516.45
121.89
Less: Finance cost
1,557.69
477.05
1608.05
Profit Before Share in profit of joint ventures andassociate and Tax
2119.84
932.54
2048.10
1,611.06
Less: Current Tax
643.36
155.13
Less: MAT Credit Entitlement
-
(74.39)
Less: Reversal of excess provision for tax of earlierYears
14.52
Less: Deferred Tax Charges/Credit (net)
(58.36)
175.02
(78.31)
Profit for the year
1520.32
676.78
1468.53
1,355.30
Share of Profit/(Loss) of associate
(1.04)
(13.04)
Net Profit
1467.49
1,342.26
Add: Balance Brought Forward from previousFinancial Year
1418.88
744.49
1257.95
(81.92)
Profit available for appropriation
2939.20
1421.27
2725.44
1,260.34
Add: Re-measurement gains/(losses) on definedemployee benefit plan (Net of tax)
(3.18)
(2.39)
Surplus carried to Balance Sheet
2936.02
1,418.88
2722.26
1,257.95
Add: Security Premium
5.80
Add: General Reserve
7.90
Add: Capital Reserve
7,607.64
7,547.55
Add : Non controlling Interest equity
0.10
Reserves
10,557.36
9,040.22
10,283.61
8,819.20
Share Capital
3,938.89
Earnings per share (EPS) before exceptional item
Basic
0.39
0.17
0.37
0.34
Diluted
EPS after exceptional item
The above figures are extracted from the standalone and consolidated financial statements as per IndianAccounting Standard.
Equity shares are at par value of ? 1 per share.
During the financial year under review, there has been no change in the nature of business of the Company.REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:
Your Company’s primary area of operations includes construction and development of projects for sale mainly intoreal estate and to provide end to end services in the real estate industry. Your Company has acquired developmentrights of 5.40 lakh sq ft built up area at GIFT City - Gandhinagar for development and sale of residential project.Your Company is developing a luxurious residential scheme ‘VIDA’ at GIFT City. VIDA showcases the Future ofUrban living which will be the crown jewel of residential segment of GIFT by presenting unmatched facilities,super quality, and focusing on unparalleled architectural design by internationally renowned firm. State of theArt SKY Park, 65000 sq. ft plus dedicated area of amenities, twin tower connecting sky bridges makes the projectunmatched amongst others at GIFT City.
During the year your Company has successfully won a bid for a significant residential building developmentproject located at building footprint 26-C at GIFT City - Gandhinagar involving development rights of approx. 5.22lakh sq. ft. The Company proposes to develop a premium residential scheme on the land so allotted.
Your Company has also developed temporary structure of co working office complex at GIFT City SEZ areain collaboration with renowed player of co working office business. The temporary structure comprises ofconstruction of 5000 sq. mtr. area and is made available to the Company for a period of 5 (five) years by GIFTAuthority.
GIFT City is planned on 886 acres of land with 6.2 crore sq. ft. of BUA which includes Office spaces, Residentialapartments, Schools, Hospitals, Hotels, Clubs, Retail and various Recreational facilities. GIFT City is an emergingglobal financial and IT services hub, a first of its kind in India, designed to be at or above par with globallybenchmarked CBDs. It is India’s first operational Greenfield Smart City and supported by state-of-the-artinfrastructure encompassing all basic urban infrastructure elements along with an excellent external connectivity.Additionally, GIFT City will have a metro station connecting it to the Ahmedabad metro network by March 2024.Companies from Financial Services, Technology and all other services sector have started occupying the city. GIFTCity is changing the economic face of Gujarat and would keep India on the global map as Centre of excellence inthe Financial & IT/ITeS Services domain.
The detailed review of operations is given in the Management Discussion & Analysis Report.
Company’s Revenue from Operations on a standalone basis increased to ? 13,580.22 lakhs as on 31 March 2025from ? 9,071.31 lakhs in the previous year 31 March 2024, at a rate of 49.70 %. Company’s Revenue from Operationson a consolidated basis as on 31 March 2025 increased to ? 13,579.82 lakhs from ? 9,071.36 lakhs in the previousyear 31 March 2024, at a rate of 49.70 %.
Your Company’s EBITDA on a standalone basis as on 31 March 2025 amounted to ? 3,341.18 Lakhs (24.60 % ofrevenue from operations), as against ? 1,098.89 lakhs ( 12.11 % of revenue from operations), in the previous year 31March 2024. Project and Operations costs were 75.40 % of revenue from operations for the year ended 31 March2025 as compared to 87.89 % for the year ended 31 March 2024. The profit before tax ? 2,119.84 lakhs (14.69 % ofTotal Income), as against ? 932.54 lakhs (9.81 % of Total Income), in the previous year. Net profit was ? 1,520.32lakhs (10.53 % of Total Income), as against ? 676.78 lakhs (7.12 % of Total Income) in the previous year.
Your Company’s EBIDTA on a consolidated basis amounted to lakhs ? 3,314.19 (24.41 % of revenue from operations),as ? 1,098.94 (12.11 % of revenue from operations) in the previous year. Project and Operations costs were 75.59 %of revenue from operations for the year ended 31 March 2025 as compared to 87.89 % for the year ended 31 March2024. The Profit before tax was ? 2,047.06 lakhs (14.18 % of Total Income), as against loss of ? 1,598.02 lakhs (15.69% of Total Income), in the previous year. Net profit was ? 1,467.49 lakhs (10.16 % of Total Income), as against lossof ? 1,342.26 lakhs (13.18 % of Total Income), in the previous year.
Your Company continues to maintain sufficient cash to meet its operations as well as strategic objectives. TheBoard of Directors believes that liquidity in the Balance Sheet has to balance between earning adequate returnsand the need to cover financial and business risks. Liquidity enables your Company to make a rapid shift indirection, if there is a market demand. The Directors believe that the working capital is sufficient to meet thecurrent requirements.
Your Company undertakes various businesses through subsidiaries, associates and joint ventures. As per Section129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statementsprepared in accordance with the applicable accounting standards with this report. During the year your Companyhas incorporated a new subsidiary company namely Nila Urban Living Private Limited wherein your Companyhold 90% shareholding. The subsidiary company is formed as an SPV to execute residential project on buildingfootprint 26 C at GIFT City - Gandhinagar.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including theconsolidated financial statements are available at the Company’s website at www.nilaspaces.com. The auditedfinancial statements of each of the subsidiary, associate and joint venture are available for inspection at theCompany’s registered office at Ahmedabad, India and also at registered offices of the respective companies.Copies of the annual accounts of the subsidiary, associate and joint venture will also be made available to theinvestors of Nila Spaces Limited upon request.
In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containingthe salient features; of the subsidiaries, associates and joint ventures; in the prescribed Form AOC 1 is annexedto this report as “Annexure B”.
During the year under review your Company has incorporated a subsidiary company namely Nila Urban LivingPrivate Limited wherein your Company holds 9000 equity shares of INR 10 each amounting to 90% of the VotingRights of the subsidiary. Except this there is no other change in status of Subsidiaries, Associates or JointVentures of your Company during the year.
The Company has transferred the entire amount of profit made during the year to the General Reserve.
As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to makesound economic base for the Company and in order to conserve the resources; do not recommend any dividendfor the year under review.
During the year under review your Company has not accepted any deposits from the public within the meaning ofSection 73 and 76 of the provisions of the Companies Act, 2013.
ALL the existing properties of the Company are adequately insured.
During the year under review there is no change in Board of Directors and Key Managerial Personnel except Mr.Shrinjay S. Joshi (DIN:08692453) has been reappointed as an Independent Director for second term comprisingof another 5 (five) years w.e.f 04 February 2025.
Pursuant to Section 152 of the Companies Act, 2013, Mr. Prashant H. Sarkhedi (DIN: 00417386) Director of theCompany retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offershimself for re-appointment.
All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms ofSection 164 of the Companies Act, 2013.
As per the provisions of Section 203 of the Companies Act, 2013, Mr. Prashant H Sarkhedi and Mr. Deep S.Vadodaria being appointed as Whole Time Director and Ms. Gopi V Dave - Company Secretary are the KeyManagerial Personnel of the Company
In the opinion of the Board, the Independent Directors possess highest level of integrity, rich experience andrequisite expertise in relevant area. All the Independent Directors of the Company have cleared the onlineproficiency self-assessment test.
The Company has received declarations from all the Independent Directors of the Company confirming that theymeet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the CompaniesAct, 2013 and Regulation 25 read with 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and that there has been no change in the circumstances which may affect their status as anIndependent Director and the same has been noted by the Board. The Independent Directors have complied withthe Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013 and SEBI Circular date 10 May 2018; an annual performanceevaluation of the members of the board of its own individually and working of various committees of the boardwas carried out. Further, in a separate meeting of the Independent Directors held on 04 February 2025 withoutpresence of other Directors and management, the Independent Directors had, based on various criteria, evaluatedperformance of the Chairman and performance of the other members of the board. The manner in which theperformance evaluation was carried out has been explained in the Corporate Governance Report annexed withthis report.
During the year under review 5 (Five) Board Meetings, 4 (Four) Audit Committee Meetings, 2 (Two) Nominationand Remuneration Committee Meeting and 1 (One) Stakeholder Relationship Committee Meeting, and 2 (Two)Corporate Social Responsibility Committee Meetings were held. The details of the meetings are given in theCorporate Governance Report as a part to the Boards’ Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act, 2013.
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, with respect to Director’s ResponsibilityStatement, it is hereby confirmed that:
a) In the preparation of annual accounts, the applicable accounting standards have been followed along withproper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied them consistently and made judgmentand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the company for that period.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Company for preventing anddetecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a going concern basis.
e) The Directors have laid down an adequate system of internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating efficiently; and
f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable lawsand that such systems are adequate and operating effectively.
During the year under review there was no instance of any fraud reported by any auditor to the audit committeeor the board.
During the year under review, there has been no change in the clauses of Memorandum of Association and Articlesof Association of the Company.
There is no change in share capital of the Company. Presently the paid-up capital of the Company is ^39,38,89,200comprising of 393889200 equity shares of ?1/- each.
There is no unclaimed or unpaid amount of dividend with the Company.
The corresponding equity shares of the Company issued and allotted pursuant to the scheme of demerger to theshareholders of Nila Infrastructures Limited; whose equity shares of Nila Infrastructures Limited have been, inaccordance with Section 124 of the Companies Act, 2013 and rules made there under transferred to and lying withthe IEPF authority; have also been credited to the designated IEPF account of the Government.
The Company has implemented the procedure and adopted practices in conformity with the code of CorporateGovernance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations2015. The management discussion & analysis and corporate governance report are made part of this report. Acertificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governanceis given in annexure, which is attached hereto and forms part of the Directors’ report.
M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants (FRN: 102511W/W100298) were appointed at the 24thAnnual General Meeting held on 16 September 2024 as Statutory Auditors of the Company to hold the office tillthe conclusion of 29th Annual General Meeting of the Company.
The report of the statutory auditor is given in this annual report. There is no qualification, reservation or anyadverse remark or disclaimer in the audit report of M/s. Dhirubhai Shah & Co. LLP.
As per the requirement of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,2014 as amended from time to time, the Company maintains Cost Records, however, appointment of cost auditorand cost audit is not applicable to your Company for the year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014, the Board of Directors have appointed M/s Umesh Ved &Associates, Practicing Company Secretary, Ahmedabad (Peer Review Registration Number 766/2020) as thesecretarial auditor of the Company to conduct secretarial audit for the year 2024-25. The report of the SecretarialAuditor is annexed herewith as “Annexure D”. The report of the secretarial auditor is self-explanatory andconfirming compliance by the Company of all the provisions of applicable corporate laws.
Pursuant to the SEBI circular dated 8 February 2019, the company has obtained an Annual Secretarial ComplianceReport from M/s. Umesh Ved & Associates, Practicing Company Secretary.
Pursuant to the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 (Third Amendment); theBoard of Directors have approved and recommended for approval of members, appointment of M/s Umesh Ved& Associates, Practicing Company Secretaries (Peer Reviewed Firm - Firm Registration Number 766/2020) asSecretarial Auditor for a term of 5 (five) consecutive years commencing from FY2025-26 to FY2029-30. Necessarydetails of M/s Umesh Ved & Associates, Practicing Company Secretary is given in the resolution and respectiveexplanatory statement given in the Notice of the 25th Annual General Meeting.
The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the financialresults and financial statements, audit process, internal control system, scope of internal audit and complianceof related regulations as prescribed. The Composition and terms of reference of the audit committee is morespecifically given in the Corporate Governance Report as a part of the Board’s Report
The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual orsuspected fraud or violation of the Company’s code of conduct. The detail of the Whistle Blower Mechanism isexplained in the Corporate Governance Report and the policy adopted is available on the Company’s website atwww.nilaspaces.com under investor segment. There has been no complaint received to the Company during theyear under review under Vigil Mechanism.
The Company has in place an anti-sexual harassment policy and internal compliant committee in line with therequirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,2013. There is no such instance reported during the year under review nor any compliant is pending at the endof the year.
In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; the Companyhas adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of theCompany by Insiders and Designated Persons while in possession of unpublished price sensitive information inrelation to the securities of the Company. The code of conduct is available at the Company’s website at www.nilaspaces.com under investor segment. The Company has also in terms of Regulation 9A of the SEBI (Prohibitionof Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention of insider trading. Theaudit committee on yearly basis review the compliances made under the regulation as well as the effectiveness ofthe internal control system to monitor and prevent insider trading. The Company has developed and implementeda digital database to record all unpublished price sensitive information as required under SEBI PIT Regulations.
There is no foreign exchange earnings and outgo during the year under review. Conservation of energy has alwaysbeen of immense importance to your Company and all the equipment consuming energy have been placed undercontinuous and strict monitoring. In view of the nature of the operations, no report on the other matters isrequired to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014.
The Risk Management Policy of Your company comprises to identify various risks associated with the businessactivities of the Company and managing the risks in a proactive and efficient manner. Your Company has robustrisk management process involving periodic assessment of various risks and mitigating remedies. Various risksand mitigating remedies are more specifically discussed in MDA report as a part of the board report.
As regards investments by the Company, the details of the same are provided under Note No 6 forming part ofthe financial statements of the Company for the financial year 2024-25. Details of loans given to other personscovered under Section 186 of the Companies Act, 2013 are given in the Note No 28 relating to related parties andNote No. 40 to the financial statements.
In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 theCompany has adopted policy on dealing with related party transactions. ALL related party transactions that wereentered into by the Company during the financial year were in the ordinary course of business and were at arm’slength basis. There is no material significant related party transaction made by the Company with its Directors,Promoters, Key Managerial Personnel or their relative in terms of Section 188 of the Companies Act 2013 and rulesmade thereunder. All Related Party Transactions are placed before the audit committee / Board, as applicable, fortheir approval. Omnibus approval is taken for the transactions which are of repetitive in nature. The Related PartyTransactions that were entered into by the Company were to facilitate smooth functioning of the ordinary courseof business and are in the interest of the Company. The disclosures of related party transactions as requiredunder Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure E.
The policy on related party transactions as approved by the Board is available on the website of the companywww.nilaspaces.com under investor segment.
Disclosures of transactions with related parties in terms of Schedule V read with Regulation 34(3) and 53(f) ofSEBI (Listing Obligations Disclosure Requirements) Regulations 2015 as amended is given in Note No 28 of theNotes to the Financial Statements.
The Board of Directors has in terms of the requirements of Section 134(5)(e) of the Companies Act, 2013 laid downthe internal financial controls. The Company has in place a well-defined organizational structure and adequateinternal controls for efficient operations, which is cognizant of applicable laws and regulations, particularly thoserelated to protection of properties, resources and assets, and the accurate reporting of financial transactionsin the financial statements. The company continuously upgrades these systems. The internal control system issupplemented by extensive internal audits, conducted by independent firm of chartered accountants M/s M PDoshi & Associates.
In terms of the provisions of Section 135 of the Companies Act, 2013, your Company has during the year underreview, constituted CSR Committee comprising of Mr. Prashant H. Sarkhedi - Chairman, Mr. Deep S. Vadodaria, Mr.Shrinjay S. Joshi and Ms. Kruti Shah as the other members. Your Company acknowledges importance of societyand has been undertaking several projects of CSR involving promotion of environment protection, cleanliness,sanitation, preventive healthcare, education, medical and food support to poor. The Annual Report on CSRactivities for the Financial Year 2024-25 is annexed herewith as "Annexure A". The policy on CSR is available at thewebsite of the company at www.nilaspaces.com under the investor segment.
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Company has constituted Nomination and RemunerationCommittee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. Thecomposition, terms of reference of the Committee are given in the Corporate Governance Report as a part to theBoards’ Report. The said policy is also available at the website of the company at www.nilaspaces.com under theinvestor segment.
No material change has taken place after 31 March 2025 and till the date of this report.
During the year under review, no employee of the Company was in receipt of remuneration in excess of the Limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.
The information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employeesof the Company, will be provided upon request. In terms of the provisions of Section 136(1) of the Companies Act,2013, the annual report and accounts are being sent to the members and others entitled thereto, excluding theinformation on employees’ particulars which is available for inspection by the members at the registered officeof the company during business hours on any working day of the Company up to the date of ensuing AnnualGeneral Meeting. If any member is interested in obtaining a copy thereof, such member may write to the CompanySecretary in this regard. Disclosure pertaining to remuneration and other details as required under Section 197(12)of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are given in the “Annexure C” to this report.
The Company has complied with applicable mandatory Secretarial Standards issued by the Institute of CompanySecretaries of India.
In the preparation of the financial statements, the Company has followed the accounting policies and practicesas prescribed in the Accounting Standards IND AS.
There is no significant and material order passed by any regulator or court or tribunal during the year under review.
During the year under review, there were no applications made or proceedings pending in the name of theCompany under the Insolvency Bankruptcy Code 2016.
During year under review, there has been no one time settlement of loans taken from Banks and FinancialInstitutions.
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies(Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of theCompany and can be accessed at www.nilaspaces.com under investor segment.
Your Company does not fall within the Top1000 Companies by market capitalization at the stock exchanges i.eBSE Limited and National Stock Exchange of India Ltd. during the financial year 2024-25 and previous financialyear 2023-24 and therefore in terms of SEBI Circular dated 10 May 2021; the requirement of filing and publishingBRSR is not applicable to your Company. However, since your Company strongly acknowledges importance ofESG and undertakes all its business operations considering best practices of ESG. Governance, Environment andSustainability is an integral part of your company’s business activities. Your Company has not only adopted bestpractices and standards of ESG but also achieved accreditations from renowned institutions of internationalpresence and engaged in certification of ESG activities.
Though it is not mandatory for your Company to publish BRSR. The Report on Business Responsibility &Sustainability is prepared and uploaded at the website of the Company.
The BRSR Report can be downloaded from the link https://nilaspaces.com/pdf/annual_report/BRSR.pdfAPPRECIATIONS AND ACKNOWLEDGMENTS:
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedicationand commitment. The enthusiasm and unstinting efforts of the employees during all adversities, have enabledthe Company to become a meaningful player in the industry. Your Directors would also like to places on record itsappreciation for the support and cooperation your Company has been receiving from its Stakeholders, Corporations,Government Authorities, Joint Venture partners and others associated with the Company. The Directors alsotake this opportunity to thank all Investors, Clients, Vendors, Banks, Financial Institutions, Government andRegulatory Authorities and Stock Exchanges, for their continued support. Your Directors also wish to recordtheir appreciation for the continued co-operation and support received from the Consultants and Advisors. YourCompany looks upon them as partners in its progress and has shared with them the rewards of growth. It willbe the Company’s endeavor to build and nurture strong links with the business based on mutuality of benefits,respect for and cooperation with each other, consistent with consumer interests. Your Directors would like toexpress their thanks to the Government of India for their efforts put in place to curb the pandemic and supportthe economy of the nation. Your Directors would also like to express special gratitude to the GIFT Authority fortheir development work and contribution in the growth of the nation.
Date: 05 May 2025 Chairman
DIN: 01284293