Nitco tiles has issued a comprehensive postal ballot notice to shareholders, seeking approval for key corporate governance matters through remote electronic voting. The notice, dated February 12, 2026, outlines two special resolutions requiring shareholder consent.

Key Resolutions for Shareholder Approval

The postal ballot encompasses two critical special resolutions that will shape the company's leadership and financial flexibility:

Remote E-Voting Schedule and Process

The company has established a comprehensive timeline for the voting process, utilizing National Securities Depository Limited (NSDL) for remote e-voting facilities:

Managing Director Re-appointment Details

Mr. Vivek Prannath Talwar's current tenure as Managing Director expires on March 31, 2026. The proposed re-appointment extends his leadership for another three years through March 31, 2029. Notably, Mr. Talwar will attain 70 years of age in October 2026, requiring special shareholder approval for continuation beyond the statutory age limit under Section 196(3)(a) of the Companies Act, 2013.

Remuneration and Benefits Structure

The re-appointment terms reflect a unique compensation approach:

• Remuneration: Mr. Talwar has voluntarily waived monetary remuneration
• Benefits: Medical reimbursement, leave travel concession, and personal accident cover
• Business Expenses: Reimbursement for travel, boarding, and lodging expenses at actuals
• Transportation: Chauffeur-driven car for official purposes
• Communication: Telephone and communication expenses reimbursement

Financial Performance Context

The explanatory statement provides insight into the company's recent financial performance, showing the challenges faced across three financial years:

Strategic Restructuring and Future Outlook

The company has undertaken significant restructuring efforts, including entering into a restructuring agreement with Authum Investment & Infrastructure Limited on October 22, 2024. Management expects sales revenue to surpass INR 450 crores by the end of the current financial year, with first nine months already exceeding previous year's performance.

Loan and Guarantee Authorization

The second resolution seeks approval for the Board to grant loans, guarantees, or securities up to INR 100,00,00,000 (Rupees Hundred Crores Only) to subsidiaries, associates, joint ventures, or entities where directors have interests, as specified under Section 185 of the Companies Act, 2013.

Shareholder Participation Guidelines

Eligible shareholders whose names appear in the Register of Members as of the cut-off date February 13, 2026, can participate in the remote e-voting process. The company will send the postal ballot notice electronically to registered email addresses, with detailed voting instructions provided through the NSDL platform.

Nitco tiles has submitted its quarterly monitoring agency report for the quarter ended December 31, 2025, detailing the utilization of proceeds from its preferential issue worth Rs. 625.21 crore. The report, prepared by Infomerics Valuation and Rating Limited and reviewed by the company's Audit Committee, shows continued progress in deploying the raised funds across various business objectives.

Quarterly Fund Utilization

During the quarter ended December 31, 2025, the company utilized Rs. 16.77 crore specifically for working capital requirements in its tiles and marble business. The funds were primarily deployed for purchasing rough marble blocks, supporting the company's core manufacturing operations.

Object-wise Fund Deployment Status

The monitoring report reveals the current status of fund utilization across the five stated objectives of the preferential issue:

Completed Objectives

• Debt Repayment: Rs. 200.00 crore allocated for repayment of existing debt and redemption of non-convertible debentures has been fully utilized
• Operational Creditors: Rs. 50.00 crore earmarked for payment of outstanding dues to operational creditors has been completely deployed

Ongoing Objectives

Fund Reallocation Strategy

The Board of Directors approved a strategic reallocation of funds on June 30, 2025, based on current business priorities and Audit Committee recommendations. Rs. 48.06 crore was reallocated from the real estate acquisition objective to working capital requirements, adjusting the original allocation from Rs. 50.00 crore to Rs. 98.06 crore for working capital needs.

Preferential Issue Structure

The preferential issue comprised equity shares and convertible warrants with specific terms:

Unutilized Funds Management

The company has deployed unutilized proceeds of Rs. 23.88 crore in fixed deposits with HDFC Bank, earning returns at 7.25% per annum. The deposits have varying maturity dates ranging from January 2026 to July 2026, ensuring liquidity while generating returns on idle funds.

Implementation Timeline

While the company had disclosed a tentative timeline of six months for complete utilization of preferential proceeds, approximately 5% of the funds remain unutilized as of the reporting date. The management has confirmed that proceeds remain in designated bank accounts in accordance with applicable regulations and the company is taking steps to utilize the remaining funds expeditiously for stated objectives.

Regulatory Compliance

The monitoring report confirms no deviations from the objects disclosed in the offer document and no material changes in the means of finance for disclosed objectives. The report was prepared in compliance with Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Regulation 162A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.