We have audited the Separate financial statements (also known as Standalone Financial Statements) of NITCO Limited ("the Company”),
which comprise the Balance Sheet as at 31st March 2026, the Statement of Profit and Loss (including Other Comprehensive Income),
Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and a summary of material accounting policies
and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial
Statements give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with Companies
(Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of
affairs (financial position) of the Company as at 31st March 2026, and its profit (financial performance including Other Comprehensive
Income), the Changes in Equity and its Cash Flows for the year ended on that date.

2. Basis For Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SAs”) specified
under section 143(10) of the Companies Act, 2013 (''the Act”). Our responsibilities under those Standards are further described in
the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the
Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
independence requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act, and
the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code
of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on
the Standalone Financial Statements.

3. Emphasis of Matter

i. Refer Note 3.3 to the Standalone Financial Statement, which describes during the previous financial year the Company had
approved the disposal of its Alibaug factory PPE. Based on an initial offer, an impairment provision of Rs. 16,267.01 lakhs were
recognised to reflect the PPE’s fair value. During the year, a fresh scrap-sale offer of Rs. 3,250.00 lakhs led to an impairment
reversal of Rs. 1,650.00 lakhs. A binding contract has been entered with the buyer for disposal within six months, and the assets
have been reclassified as Non-current Assets Held for Sale under Ind AS 105.

ii. Refer Note 7 to the Standalone Financial Statement, Management has not made provision for impairment of Rs. 855.22 lakhs
w.r.t. capital advance given to Saumya Buildcon Pvt Ltd. as part amount has been received and balance is expected to be cleared
in FY 2026-27.

iii. Refer Note 16 to the Standalone Financial Statement, which describe the Board of the Company, on 13 August 2024 and after
Nomination & Remuneration Committee approval, granted 9,88,000 stock options to employees at an exercise price of Rs. 25
per option (convertible into an equal number of equity shares). The options vest 50% after one year and the remaining 50% after
two years from the grant date. Necessary lender approvals were obtained during the earlier quarter. Based on a valuation report
from a registered valuer, the fair value of each option was determined at Rs. 113.76. Accordingly, an ESOP expense of Rs. 917.63
lakhs have been recognized for the vesting period from August 2024 to March 2026. During the year, eligible employees exercised
vested options and corresponding equity shares were allotted.

iv. Refer Note 21 to the Standalone Financial Statement, the Company had obtained shareholder's approval for the sale of its
Kanjurmarg property, held as Inventory for a monetary consideration of Rs. 23,200 lakhs and non-monetary consideration in the
form of office space in the Buyer’s proposed project. An advance of Rs. 14,300 lakhs has been received against this transaction.
The Company is currently completing conditions precedent to enable execution of the definitive agreement. Pending such
agreement, the sale has not been recognized in the books, and the advance is disclosed as advance from customer.

v. Refer Note 24 to the Standalone Financial Statement, which describes the Joint Development Agreement ("JDA”) entered into by
the Company for the Plotted development of land situated at Alibaug, where consideration is variable and linked to entering into
the Joint Development Agreement and sale of Plots. Pursuant to the JDA, the company had recognized income of Rs. 5,842.00
lakhs in June quarter, representing an interest free adjustable advance towards signing of the Joint Development Agreement. No
further development were made in this regard during the subsequent quarters.

vi. Refer Note 32 to the Standalone Financial Statement, which describes during the year, the company has assessed the financial
implications of the changes to the employee benefit plans arising from legislative amendments referred to as the "New Labour
Code”. Basis that and the relevant requirements under the Indian Accounting Standard, the company has estimated one-time
increase in gratuity and leave liability arising out of past service cost amounting to Rs. 400.13 Lakhs and has been disclosed as an
"Exceptional Item”.

vii. Refer Note 38 (b)(ii) to the Standalone Financial Statement, Additional Director General Foreign Trade (ADGFT) had levied penalty
of Rs. 17,000.00 lakhs which is confirmed by the Appellate bench of DGFT, New Delhi. No provision for the demand is made in the
books. Management has received legal opinion that the order is bad in law.

viii. Refer Note 44 to the Standalone Financial Statement, the balance with respect to certain bank balances, other current assets and
liabilities are subject to confirmations and the balances are currently reported in the standalone financial statement as per the
books of accounts.

ix. Refer Note 46 to the Standalone Financial Statement, during the previous year, the Company had obtained Board approval to
assign leasehold rights in land at MIDC, Village Panchpakhadi - Thane. The property was reclassified from non-current assets to
inventory. The rights were assigned for a monetary consideration of ?11 lakhs and non-monetary consideration of constructed
carpet area of 7,459.2 sq. meters or 25% of FSI, whichever is higher, in the buyer's project. Revenue will be recognized upon
fulfillment of conditions, including regulatory approvals.

Our opinion is not modified in respect of these matters

4. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

5. Information Other than the Standalone Financial Statements and Auditor’s Report thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the
information included in the Board's Report including Annexures to Board's Report, Management Discussion and Analysis, Report on
Corporate Governance, but does not include the Standalone Financial Statements and our auditor's report thereon. Our opinion on
the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion
thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.

6. Management’s Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, Changes in
Equity and Cash Flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. (Refer Note 39)

The Board of Directors is responsible for overseeing the Company's financial reporting process.

7. Auditor’s Responsibility for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion, The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness
of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to date of our auditor's report. However, future events
or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and
whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters
in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

8. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2020 ("the Order”) issued by the Central Government in terms of Section 143(11)
of the Act, we give in "Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, based on our audit, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit.

b) In our opinion, proper books ofaccount as required by law have been kept by the Company so far as it appears from our examination
of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity
and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2026 taken on record by the Board of
Directors, none of the directors are disqualified as on 31st March, 2026 from being appointed as a director in terms of Section 164
(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the
operating effectiveness of such controls, refer to our separate Report in "Annexure B”. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company's internal financial controls with reference to financial statements.

g) As there was no managerial remuneration paid during the year, the provisions under Section 197(16) of the Act are not applicable.

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to
us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements
- Refer Note 38 (b) to the Standalone Financial Statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were no material
foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company.

iv. (a) As represented to us by the management and to the best of its knowledge and belief, no funds have been advanced

or lend or invested during the year (either from borrowed funds or share premium or any other sources or kind of
funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries”), with the
understanding whether recorded in writing or otherwise that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(b) As represented to us by the management and to the best of its knowledge and belief, no funds have been received
by the Company during the year from any person(s) or entity(ies), including foreign entities ("Funding Parties”), with
the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures, we have considered reasonable and appropriate in the circumstances, nothing has
come to our notice that causes us to believe that the above representations under sub-clause (i) and (ii) of Rule 11(e)
as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year as per Section 123 of the Companies Act, 2013 and
hence clause (f) of Rule 11 of the Companies (Audit & Auditors) Rules, 2014 is not applicable.

vi. Based on our examination which included test checks, the Company has used an accounting software's for maintaining
its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the respective software. Further, during the course of our audit we did not
come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the company
as per the statutory requirements for record retention.

For M M NISSIM & CO. LLP

Chartered Accountants

Firm Reg.No.107122W / W100672

N Kashinath

Partner

Mem.No.036490

UDIN: 26036490CIMGCX2637

Place: Mumbai
Date: 13 th May, 2026