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DIRECTOR'S REPORT

Nila Spaces Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 654.25 Cr. P/BV 4.60 Book Value (₹) 3.61
52 Week High/Low (₹) 19/10 FV/ML 1/1 P/E(X) 44.59
Bookclosure 16/09/2024 EPS (₹) 0.37 Div Yield (%) 0.00
Year End :2025-03 

The Directors of your Company are pleased to present the 25th Annual Report to the Members with the Audited
Financial Statements for the Financial Year ended on 31 March 2025.

STATE OF AFFAIRS OF THE COMPANY:

The Company is public limited and listed at BSE Limited (Scrip code: 542231) and National Stock Exchange India
Limited (Scrip code: NILASPACES) engaged in the business of construction and development of projects for sale
mainly into residential real estate. During the year, there is no change in the state of affairs of the company.

FINANCIAL HIGHLIGHTS:

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

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

7,972.42

Less: Depreciation and Amortization

516.45

121.89

516.45

121.89

Less: Finance cost

1,557.69

477.05

1608.05

477.05

Profit Before Share in profit of joint ventures and
associate and Tax

2119.84

932.54

2048.10

1,611.06

Less: Current Tax

643.36

155.13

643.36

155.13

Less: MAT Credit Entitlement

-

(74.39)

-

(74.39)

Less: Reversal of excess provision for tax of earlier
Years

14.52

-

14.52

-

Less: Deferred Tax Charges/Credit (net)

(58.36)

175.02

(78.31)

175.02

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

1520.32

676.78

1467.49

1,342.26

Add: Balance Brought Forward from previous
Financial 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 defined
employee benefit plan (Net of tax)

(3.18)

(2.39)

(3.18)

(2.39)

Surplus carried to Balance Sheet

2936.02

1,418.88

2722.26

1,257.95

Add: Security Premium

5.80

5.80

5.80

5.80

Add: General Reserve

7.90

7.90

7.90

7.90

Add: Capital Reserve

7,607.64

7,607.64

7,547.55

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

3,938.89

3,938.89

3,938.89

Earnings per share (EPS) before exceptional item

Basic

0.39

0.17

0.37

0.34

Diluted

0.39

0.17

0.37

0.34

EPS after exceptional item

Basic

0.39

0.17

0.37

0.34

Diluted

0.39

0.17

0.37

0.34

Notes:

The above figures are extracted from the standalone and consolidated financial statements as per Indian
Accounting Standard.

Equity shares are at par value of ? 1 per share.

CHANGE IN NATURE OF BUSINESS:

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 into
real estate and to provide end to end services in the real estate industry. Your Company has acquired development
rights 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 of
Urban 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 the
Art SKY Park, 65000 sq. ft plus dedicated area of amenities, twin tower connecting sky bridges makes the project
unmatched amongst others at GIFT City.

During the year your Company has successfully won a bid for a significant residential building development
project located at building footprint 26-C at GIFT City - Gandhinagar involving development rights of approx. 5.22
lakh 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 area
in collaboration with renowed player of co working office business. The temporary structure comprises of
construction of 5000 sq. mtr. area and is made available to the Company for a period of 5 (five) years by GIFT
Authority.

GIFT City is planned on 886 acres of land with 6.2 crore sq. ft. of BUA which includes Office spaces, Residential
apartments, Schools, Hospitals, Hotels, Clubs, Retail and various Recreational facilities. GIFT City is an emerging
global financial and IT services hub, a first of its kind in India, designed to be at or above par with globally
benchmarked CBDs. It is India’s first operational Greenfield Smart City and supported by state-of-the-art
infrastructure 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. GIFT
City is changing the economic face of Gujarat and would keep India on the global map as Centre of excellence in
the Financial & IT/ITeS Services domain.

The detailed review of operations is given in the Management Discussion & Analysis Report.

Revenues - Standalone and Consolidated:

Company’s Revenue from Operations on a standalone basis increased to ? 13,580.22 lakhs as on 31 March 2025
from ? 9,071.31 lakhs in the previous year 31 March 2024, at a rate of 49.70 %. Company’s Revenue from Operations
on a consolidated basis as on 31 March 2025 increased to ? 13,579.82 lakhs from ? 9,071.36 lakhs in the previous
year 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 % of
revenue from operations), as against ? 1,098.89 lakhs ( 12.11 % of revenue from operations), in the previous year 31
March 2024. Project and Operations costs were 75.40 % of revenue from operations for the year ended 31 March
2025 as compared to 87.89 % for the year ended 31 March 2024. The profit before tax ? 2,119.84 lakhs (14.69 % of
Total Income), as against ? 932.54 lakhs (9.81 % of Total Income), in the previous year. Net profit was ? 1,520.32
lakhs (10.53 % of Total Income), as against ? 676.78 lakhs (7.12 % of Total Income) in the previous year.

Profits - Consolidated:

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 March
2024. 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 loss
of ? 1,342.26 lakhs (13.18 % of Total Income), in the previous year.

Liquidity - Standalone and Consolidated:

Your Company continues to maintain sufficient cash to meet its operations as well as strategic objectives. The
Board of Directors believes that liquidity in the Balance Sheet has to balance between earning adequate returns
and the need to cover financial and business risks. Liquidity enables your Company to make a rapid shift in
direction, if there is a market demand. The Directors believe that the working capital is sufficient to meet the
current requirements.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES
(ACCOUNTS) RULES, 2014:

Your Company undertakes various businesses through subsidiaries, associates and joint ventures. As per Section
129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statements
prepared in accordance with the applicable accounting standards with this report. During the year your Company
has incorporated a new subsidiary company namely Nila Urban Living Private Limited wherein your Company
hold 90% shareholding. The subsidiary company is formed as an SPV to execute residential project on building
footprint 26 C at GIFT City - Gandhinagar.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the
consolidated financial statements are available at the Company’s website at
www.nilaspaces.com. The audited
financial statements of each of the subsidiary, associate and joint venture are available for inspection at the
Company’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 the
investors 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 containing
the salient features; of the subsidiaries, associates and joint ventures; in the prescribed Form AOC 1 is annexed
to this report as
“Annexure B”.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING
THE YEAR: -

During the year under review your Company has incorporated a subsidiary company namely Nila Urban Living
Private Limited wherein your Company holds 9000 equity shares of INR 10 each amounting to 90% of the Voting
Rights of the subsidiary. Except this there is no other change in status of Subsidiaries, Associates or Joint
Ventures of your Company during the year.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

The Company has transferred the entire amount of profit made during the year to the General Reserve.

DIVIDEND:

As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to make
sound economic base for the Company and in order to conserve the resources; do not recommend any dividend
for the year under review.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of
Section 73 and 76 of the provisions of the Companies Act, 2013.

INSURANCE:

ALL the existing properties of the Company are adequately insured.

DIRECTORATE:

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 comprising
of 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 the
Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers
himself for re-appointment.

All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of
Section 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 Key
Managerial Personnel of the Company

Statement regarding opinion of the Board with regard to appointment of Independent Director during the year:

In the opinion of the Board, the Independent Directors possess highest level of integrity, rich experience and
requisite expertise in relevant area. All the Independent Directors of the Company have cleared the online
proficiency self-assessment test.

Declaration given by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies
Act, 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 an
Independent Director and the same has been noted by the Board. The Independent Directors have complied with
the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Circular date 10 May 2018; an annual performance
evaluation of the members of the board of its own individually and working of various committees of the board
was carried out. Further, in a separate meeting of the Independent Directors held on 04 February 2025 without
presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated
performance of the Chairman and performance of the other members of the board. The manner in which the
performance evaluation was carried out has been explained in the Corporate Governance Report annexed with
this report.

BOARD AND COMMITTEE MEETINGS:

During the year under review 5 (Five) Board Meetings, 4 (Four) Audit Committee Meetings, 2 (Two) Nomination
and 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 the
Corporate Governance Report as a part to the Boards’ Report. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, with respect to Director’s Responsibility
Statement, it is hereby confirmed that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgment
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the 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 records
in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and
detecting 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 the
Company 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 laws
and that such systems are adequate and operating effectively.

REPORTING OF FRAUDS:

During the year under review there was no instance of any fraud reported by any auditor to the audit committee
or the board.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review, there has been no change in the clauses of Memorandum of Association and Articles
of Association of the Company.

SHARE CAPITAL:

There is no change in share capital of the Company. Presently the paid-up capital of the Company is ^39,38,89,200
comprising of 393889200 equity shares of ?1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

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 the
shareholders of Nila Infrastructures Limited; whose equity shares of Nila Infrastructures Limited have been, in
accordance with Section 124 of the Companies Act, 2013 and rules made there under transferred to and lying with
the IEPF authority; have also been credited to the designated IEPF account of the Government.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented the procedure and adopted practices in conformity with the code of Corporate
Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015. The management discussion & analysis and corporate governance report are made part of this report. A
certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance
is given in annexure, which is attached hereto and forms part of the Directors’ report.

STATUTORY AUDITORS AND AUDITORS’ REPORT:

M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants (FRN: 102511W/W100298) were appointed at the 24th
Annual General Meeting held on 16 September 2024 as Statutory Auditors of the Company to hold the office till
the 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 any
adverse remark or disclaimer in the audit report of M/s. Dhirubhai Shah & Co. LLP.

COST AUDIT:

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 auditor
and cost audit is not applicable to your Company for the year under review.

COMPANY SECRETARIAL AUDITORS AND SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration 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 the
secretarial auditor of the Company to conduct secretarial audit for the year 2024-25. The report of the Secretarial
Auditor is annexed herewith as
“Annexure D”. The report of the secretarial auditor is self-explanatory and
confirming 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 Compliance
Report from M/s. Umesh Ved & Associates, Practicing Company Secretary.

Pursuant to the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 (Third Amendment); the
Board 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) as
Secretarial Auditor for a term of 5 (five) consecutive years commencing from FY2025-26 to FY2029-30. Necessary
details of M/s Umesh Ved & Associates, Practicing Company Secretary is given in the resolution and respective
explanatory statement given in the Notice of the 25th Annual General Meeting.

AUDIT COMMITTEE:

The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the financial
results and financial statements, audit process, internal control system, scope of internal audit and compliance
of related regulations as prescribed. The Composition and terms of reference of the audit committee is more
specifically 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 Section
177 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 or
suspected fraud or violation of the Company’s code of conduct. The detail of the Whistle Blower Mechanism is
explained in the Corporate Governance Report and the policy adopted is available on the Company’s website at
www.nilaspaces.com under investor segment. There has been no complaint received to the Company during the
year under review under Vigil Mechanism.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy and internal compliant committee in line with the
requirement 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 end
of the year.

MONITORING AND PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; the Company
has adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the
Company by Insiders and Designated Persons while in possession of unpublished price sensitive information in
relation 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 (Prohibition
of Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention of insider trading. The
audit committee on yearly basis review the compliances made under the regulation as well as the effectiveness of
the internal control system to monitor and prevent insider trading. The Company has developed and implemented
a digital database to record all unpublished price sensitive information as required under SEBI PIT Regulations.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

There is no foreign exchange earnings and outgo during the year under review. Conservation of energy has always
been of immense importance to your Company and all the equipment consuming energy have been placed under
continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is
required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014.

RISK MANAGEMENT POLICY:

The Risk Management Policy of Your company comprises to identify various risks associated with the business
activities of the Company and managing the risks in a proactive and efficient manner. Your Company has robust
risk management process involving periodic assessment of various risks and mitigating remedies. Various risks
and mitigating remedies are more specifically discussed in MDA report as a part of the board report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:

As regards investments by the Company, the details of the same are provided under Note No 6 forming part of
the financial statements of the Company for the financial year 2024-25. Details of loans given to other persons
covered under Section 186 of the Companies Act, 2013 are given in the Note No 28 relating to related parties and
Note No. 40 to the financial statements.

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the
Company has adopted policy on dealing with related party transactions. ALL related party transactions that were
entered into by the Company during the financial year were in the ordinary course of business and were at arm’s
length 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 rules
made thereunder. All Related Party Transactions are placed before the audit committee / Board, as applicable, for
their approval. Omnibus approval is taken for the transactions which are of repetitive in nature. The Related Party
Transactions that were entered into by the Company were to facilitate smooth functioning of the ordinary course
of business and are in the interest of the Company. The disclosures of related party transactions as required
under 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 company
www.nilaspaces.com under investor segment.

Disclosures of transactions with related parties in terms of Schedule V read with Regulation 34(3) and 53(f) of
SEBI (Listing Obligations Disclosure Requirements) Regulations 2015 as amended is given in Note No 28 of the
Notes to the Financial Statements.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL:

The Board of Directors has in terms of the requirements of Section 134(5)(e) of the Companies Act, 2013 laid down
the internal financial controls. The Company has in place a well-defined organizational structure and adequate
internal controls for efficient operations, which is cognizant of applicable laws and regulations, particularly those
related to protection of properties, resources and assets, and the accurate reporting of financial transactions
in the financial statements. The company continuously upgrades these systems. The internal control system is
supplemented by extensive internal audits, conducted by independent firm of chartered accountants M/s M P
Doshi & Associates.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 135 of the Companies Act, 2013, your Company has during the year under
review, 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 society
and 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 CSR
activities for the Financial Year 2024-25 is annexed herewith as
"Annexure A". The policy on CSR is available at the
website of the company at www.nilaspaces.com under the investor segment.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has constituted Nomination and Remuneration
Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The
composition, terms of reference of the Committee are given in the Corporate Governance Report as a part to the
Boards’ Report. The said policy is also available at the website of the company at
www.nilaspaces.com under the
investor segment.

MATERIAL CHANGES:

No material change has taken place after 31 March 2025 and till the date of this report.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the Limits
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

PARTICULARS OF EMPLOYEES:

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 employees
of 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 the
information on employees’ particulars which is available for inspection by the members at the registered office
of the company during business hours on any working day of the Company up to the date of ensuing Annual
General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company
Secretary 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 Managerial
Personnel) Rules, 2014 are given in the
“Annexure C” to this report.

COMPLIANCE WITH REVISED SECRETARIAL STANDARDS:

The Company has complied with applicable mandatory Secretarial Standards issued by the Institute of Company
Secretaries of India.

COMPLIANCE WITH INDIAN ACCOUNTING STANDARDS (IND AS):

In the preparation of the financial statements, the Company has followed the accounting policies and practices
as prescribed in the Accounting Standards IND AS.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

There is no significant and material order passed by any regulator or court or tribunal during the year under review.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under the Insolvency Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During year under review, there has been no one time settlement of loans taken from Banks and Financial
Institutions.

ANNUAL RETURN:

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 the
Company 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.e
BSE Limited and National Stock Exchange of India Ltd. during the financial year 2024-25 and previous financial
year 2023-24 and therefore in terms of SEBI Circular dated 10 May 2021; the requirement of filing and publishing
BRSR is not applicable to your Company. However, since your Company strongly acknowledges importance of
ESG and undertakes all its business operations considering best practices of ESG. Governance, Environment and
Sustainability is an integral part of your company’s business activities. Your Company has not only adopted best
practices and standards of ESG but also achieved accreditations from renowned institutions of international
presence 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.pdf
APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication
and commitment. The enthusiasm and unstinting efforts of the employees during all adversities, have enabled
the Company to become a meaningful player in the industry. Your Directors would also like to places on record its
appreciation 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 also
take this opportunity to thank all Investors, Clients, Vendors, Banks, Financial Institutions, Government and
Regulatory Authorities and Stock Exchanges, for their continued support. Your Directors also wish to record
their appreciation for the continued co-operation and support received from the Consultants and Advisors. Your
Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will
be 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 to
express their thanks to the Government of India for their efforts put in place to curb the pandemic and support
the economy of the nation. Your Directors would also like to express special gratitude to the GIFT Authority for
their development work and contribution in the growth of the nation.

For and on behalf of the Board of Directors of Nila Spaces Limited

Place: Ahmedabad Deep S. Vadodaria

Date: 05 May 2025 Chairman

DIN: 01284293

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