Niraj Cement Structurals Ltd Directors Report

Dear Members,

Your directors are pleased to present the Twenty-Eighth (28th) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ("FY") ended 31st March, 2026

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

STATE OF COMPANYS PERFORMANCE:

The Company is in business of infrastructure and engaged in construction of highways, expressways, turnkey projects roads, bridges, tunnels, etc. However, your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

i) Financial Performance - Standalone

During the Financial Year under review, the Company generated revenue from operations of Rs 54,043.92 Lakhs compared to Rs 50,671.77 Lakhs in the previous financial year, with an increase of 6.65%. The profit before tax for FY 2025-26 was Rs 2,899.81 Lakhs, marking an increase of 43.41% from Rs 2,022.07 Lakhs in the previous year. The profit after tax stood at Rs 2,161.99 Lakhs, up by 41.22% from Rs 1530.89 Lakhs in the previous Financial Year.

ii) Financial Performance - Consolidated

During the Financial Year under review, the Company generated revenue from operations of Rs 54,203.23 Lakhs compared to Rs 50,714.23 Lakhs in the previous financial year, with an increase of 6.88%. The profit before tax for FY 2025-26 was Rs 2,853.77 Lakhs, marking an increase of 42.12% from Rs 2,007.94 Lakhs in the previous year. The profit after tax stood at Rs 2,116.88 Lakhs, up by 39.58% from Rs 1,516.65 Lakhs in the previous Financial Year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the closure of the FY 2025-26 till the date of this Report, which would affect the financial position of your Company.

DIVIDEND

In order to conserve resources for meeting the Companys future business requirements, growth opportunities and expansion plans, the Board of Directors has considered it prudent not to recommend any dividend for the financial year ended 31st March, 2026.

TRANSFER TO RESERVES

Your directors recommend, transferring of Rs 2161.99 Lakhs to general reserve for the financial year 2025-26.

CAPITAL STRUCTURE

a. During the year under review, there was no change in the Authorized Share Capital of your Company. Accordingly, the Authorized Share Capital of your Company remains unchanged at Rs 7,000 Lakhs.

b. There was no change in the Issued, Subscribed and Paid-Up Share Capital of the Company during the year under review.

c. During the year under review, your Company has not issued any shares with differential rights, sweat equity shares and /or Preference shares.

UTILISATION OF ISSUE PROCEEDS

Pursuant to the preferential issue made on 10th October, 2024, proceeds amounting to Rs 90.82 crore were utilised during FY 2024–25, while the balance amount of Rs 12.74 crore was utilised during the first quarter of FY 2025–26, in accordance with the objects of the issue. The details of the utilisation of the proceeds were submitted to the Stock Exchanges on a quarterly basis and are also available on the Companys website at https://niraj.co.in/.

DEPOSITS

The Company has not accepted any deposits during the year which would be covered under Section 73 and 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees, Investments and Securities provided covered under the provisions of Section 186 of the Act have been disclosed in the Notes to the financial statements forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or arrangements or transactions with related parties, entered into or modified during the financial year were at arms length basis and in the ordinary course of the Companys business except for the transactions reported in Form AOC-2. The transactions falling within the definition of Related Party Transaction under the provisions of Section 188 of the Companies Act, 2013, requiring disclosures to be made in Form AOC-2 pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in "Annexure – A", forming part of this report.

All contracts or arrangements with related parties were entered into only with prior approval of the Audit Committee, except transactions which qualified as Omnibus transactions as permitted under law. Transactions with related parties, as per requirements of Indian Accounting Standard have been disclosed in the accompanying financial statements.

Further in terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Policy on Related Party Transactions as approved by the Board has been placed on the website of the Company at https://niraj.co.in/wpcontent/uploads/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf .

CORPORATE GOVERNANCE REPORT

Your Company, being a value driven organization, believes in coherent and self-regulatory approach in the conduct of its business to achieve the highest levels of good corporate governance practices.

In terms of Regulation 34 of the SEBI Listing Regulations, the Corporate Governance Report, together with a certificate from M/s. Abhay Kumar Pal & Co. (formerly known as AJP & Associates), Practicing Company Secretary (Firm Registration Number: S2020MH767400) confirming compliance with the Corporate Governance are set out and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details forms part of Annual Report on Corporate Social Responsibility as 4 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulation is given separately which may be taken as forming a part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further directors have personally overviewed the adequacy of internal controls and also appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountant as the Internal Auditor of the Company to manage the internal controls of the company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Annual report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct for Board of Directors and Senior Management Personnel". The Code has been posted on the Companys website https://niraj.co.in/wp-content/uploads/2021/12/CODE-OF-CONDUCT-FOR-BOARD-OF-DIRECTORS.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

Pursuant to SEBI regulation, the declaration signed by the managing director affirming the compliance of code of conduct by the directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct.

The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Companys website https://niraj.co.in/wp-content/uploads/2021/12/vigil-mechanism-whistle-blower-policy.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2025-26. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear timelines.

SUBSIDIARIES AND ASSOCIATES

As on 31st March 2026, M/s. Niraj Consulting Group Limited and M/s. Niraj Build India Limited are subsidiaries of your Company.

Performance of Subsidiaries and Associates

The performance of the subsidiaries of the Company is summarized in Form AOC-1 attached to the Financial Statements of the Company in pursuance of Section 129 of the Companies Act, 2013 and forms part of this Annual Report as "Annexure C".

The Policy for determining material subsidiaries as approved by the Board is uploaded on the Companys website and can be accessed at the Web-link: https://niraj.co.in/wp-content/uploads/2022/02/Policy-for-determining-Material-Subsidiary.pdf.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards and as per Companies (Indian Accounting Standards) Rules, 2015 which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors. Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

Changes in Board Composition during FY 2025-26 and up to the date of this report is furnished below:

Director Liable to Retire by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sudhakar Balu Tandale (DIN: 09083084), Director is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as Annexure-1 to the AGM notice.

Key Managerial Personnel:

There is no changes in the KMP occurred during the Financial Year 2025-26.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

COMMITTEES OF BOARD, MEETINGS OF THE BOARD AND BOARD COMMITTEES

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report. The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.

BOARDS EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarization Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

COMPANYS REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration, which is available on the Companys website at https://niraj.co.in/wp-content/uploads/2021/12/nomination-and-remuneration-policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, your Directors confirm that:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. They have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date;

iii. They 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 and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual financial statements on a going concern basis;

v. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 relating to ‘Meetings of the Board of Directors and SS-2, relating to ‘General Meetings, have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

The shareholders of the Company at their AGM held on 26th September, 2023, had re-appointed M/s Chaturvedi Sohan & Co, Chartered Accountants (Firm Registration No. 118424W) as the Statutory Auditors of the Company for second term for a period of Four years to hold office from the conclusion of the Twenty Fifth (25th) Annual General Meeting till the conclusion of Twenty Ninth (29th) Annual General Meeting of the Company.

M/s Chaturvedi Sohan & Co, Chartered Accountants have audited the standalone and consolidated financial statements ("Financial Statements") of the Company for the Financial Year under review. The Auditors have issued an unmodified opinion on the financial statements, for the financial year ended 31st March 2026. The Auditors Reports on the financial statements of the Company forms part of this Annual Report. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("Act") and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members at their Annual General Meeting held on 29th September, 2025 had appointed M/s. Abhay Kumar Pal & Co., as Secretarial Auditors of the Company for a term of five (5) consecutive financial years, i.e., from Financial Year 2025–26 to Financial Year 2029–30.

The Secretarial Audit for the Financial Year ended 31st March 2026 has been conducted by the said Auditors. The Secretarial Audit Report is annexed herewith as Annexure – D and forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

Cost Auditor:

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly, as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on 22nd May, 2025, appointed M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511), a Cost Accountants as the Cost Auditor of the Company for FY 2025-26 for maintaining such cost accounts and records.

The Board at its meeting held on 21st May, 2026, on the recommendation of the Audit Committee, has appointed M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511), a Cost Accountants as the Cost Auditor of the Company for FY 2026-27 under Section 148 and all other applicable provisions of the Act at a remuneration of Rs 1,00,000 (Rupees One Lakhs Only) plus applicable taxes and out of pocket expenses at actuals. The Cost Auditor has confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and they are free from disqualifications as specified under Section 148(3) read with Section 141(4) of the Act. They have further confirmed their independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members at the General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration of M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511) for FY 2026-27 is included in the Notice convening the AGM.

Internal Auditors:

The Board has appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountants as Internal Auditors for conducting Internal Audit for the financial year 2025-26. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

On the recommendation of the Audit Committee, the Board has re-appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountants as Internal Auditors of the Company for the FY 2026-27.

Reporting of frauds by Auditors

There have been no instances of fraud reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

i. Steps taken by company for utilizing alternate sources of energy: NIL

ii. Capital investment on energy conservation equipments: NIL

B. Foreign Exchange earnings and Outgo during the year

During the year under review there was no foreign exchange earnings and outgo. Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

ANNUAL RETURN

Pursuant to sections 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated 05th March, 2021), a copy of the annual return is made available on the website of the Company at https://niraj.co.in/annual-return/

MATERNITY BENEFIT:

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ The on Social Security, 2020.

PARTICULARS OF EMPLOYEES

Details of remuneration 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 is annexed as "Annexure-E".

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Changes in nature of business.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

5. No proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. No instance of one-time settlement with any Bank or Financial Institution.

PERSONNEL

The relation between the employees and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India (NHAI), Public Works Dept of various State Governments, Central Government for their support and guidance and also thank Ministry of Corporate Affairs (MCA), Securities Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Depositories, Regulators, Financial Institutions and Banks, Stakeholders, Suppliers, Contractors, Vendors and business partners/ associates for their consistent support/encouragement to the Company. The Company also looks forward to their support in future. Also, your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.