NCL Holdings Unlisted Shares

Annual Report Summary

The document is the annual report for the fiscal year 2022-2023 for NCL Holdings (A&S) Limited, along with its subsidiaries.

Overview:

• Company Information: NCL Holdings (A&S) Limited, incorporated on January 5, 2018, focuses on acquiring non-building material assets from NCL Buildtek Limited and other related business activities such as acting as financial advisors, contractors, builders, and real estate agents.

Annual General Meeting (AGM) Notice:

• The 6th AGM will be held on December 27, 2023, via video conferencing.
• The agenda includes adopting audited financial statements (standalone and consolidated), approving a final equity dividend of ₹1.25 per share (12.5% on the face value of ₹10 per share) for FY 2022-23, re-appointing Mr. Ambujodar Reddy Kanala as Director, and regularizing the appointment of Mr. Raghunadh Guntupalli as a Director and Managing Director.
• A special resolution will be considered to allow the company to borrow money exceeding its paid-up share capital, free reserves, and securities premium, up to ₹300 crores.

Board of Directors & Key Personnel:

• The Board of Directors includes Pooja Kalidindi, Ambujodar Reddy Kanala, Bimal Vinodrai Goradia, and Raghunadh Guntupalli (Managing Director).
• Key Managerial Personnel (KMP) include Madhur Shrivastav (Company Secretary) and Sarasuram Dendukuri (Chief Financial Officer).

Scheme of Merger:

• The Hyderabad Bench of the National Company Law Tribunal (NCLT) approved the merger of NCL Green Habitats Private Limited with NCL Holdings (A&S) Limited, effective April 1, 2022.
• A similar scheme for Eastern Ghat Renewable Energy Limited is awaiting NCLT approval.

Financial Performance (Consolidated):

• Total Revenue: ₹9785.75 Lakhs (₹2498.34 Lakhs in FY 2021-22)
• Profit Before Exceptional Items & Tax: ₹1251.50 Lakhs (₹307.98 Lakhs in FY 2021-22)
• Profit After Tax (After Minority Interest): ₹1007.90 Lakhs (₹180.70 Lakhs in FY 2021-22)

Financial Performance (Standalone):

• Total Revenue: ₹7878.51 Lakhs (₹546.84 Lakhs in FY 2021-22)
• Profit Before Tax: ₹1186.19 Lakhs (₹38.36 Lakhs in FY 2021-22)
• Profit After Tax: ₹863.24 Lakhs (₹28.96 Lakhs in FY 2021-22)

Subsidiary and Associate Performance:

• Sun Crop Sciences Private Limited is now an associate company.
• Kakatiya Industries Private Limited (hydro power division) generated revenue of ₹1,138.06 Lakhs and is working toward project specified rate approval
• Chemical division is estimating ₹3,279.44 Lakhs of revenue and ₹400.32 Lakhs PBT for FY 2023-24.
• Eastern Ghat Renewable Energy Limited had no operations.

Key Financial Transactions:

• Sale of land in Tamil Nadu contributed to the top and bottom lines.
• New investments of ₹5105.47 Lakhs were made by purchasing equity in NCL Industries Limited.

Corporate Governance and Compliance:

• The company is in compliance with applicable Secretarial Standards.
• Statutory Auditors are M/s. Bhanu Murali & Co.
• A Stakeholders Relationship Committee exists, addressing shareholder grievances.

Loans, Guarantees, and Investments:

• The company can provide loans, guarantees, or security, and make investments up to ₹300 crores beyond paid-up capital and free reserves.
• The company has extended corporate guarantees to IREDA Limited, Yes Bank Limited, and Canara Bank Limited, covering limits availed by Kakatiya Industries and NCL Buildtek.

Other Information:

• The company plans to focus on subsidiary performance and restructuring.
• The company has merged one of its subsidiaries to maximize advantages and resources.
• A dividend of 12.5% (₹1.25 per share) is recommended for FY 2022-23.

Auditor's Reports:

• Unqualified opinions are provided for both standalone and consolidated financial statements.
• An audit of internal financial controls over financial reporting is included.

Directors' Responsibility Statement:

• The directors confirm compliance with accounting standards, maintenance of adequate accounting records, and preparation of annual accounts on a going concern basis.

Material Changes and Commitments:

• The merger of NCL Green Habitats with NCL Holdings, approved on October 11, 2023, will result in the absorption of NCL Green Habitats' assets and liabilities.

Risk Management and CSR:

• The company does not have a Risk Management Policy due to minimal risk.
• The company is not required to constitute a Corporate Social Responsibility (CSR) Committee.