Nitiraj Engineers Ltd Directors Report

The company has not changed its name during financial year 2024-25.

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on the date of this report, the Board comprises of 8 (Eight) Directors, out of which 4 are Executive Directors including one woman director and 4 are Independent Non-Executive Director.

The Company has following composition of the Board:

During the Financial Year 2024-25, company appointed Anil Nandkishore Bangad as an additional Non-Executive Independent Director as on 12^th February, 2025 due to demise of Mr. Avinash Rajaram Chandsarkar. After Financial Year end but before this annual report same was normalized.

During the period under review, none of the Non-Executive Directors of the Company had any pecuniary transactions with the Company, apart from sitting fees paid to Non-Executive Directors for attending the meeting of the Board of Directors/Committees.

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Gajendra Deshmukh (DIN No- 10466748), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors recommends to re-appointment her. he information regarding his re-appointment, as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as ‘Listing

Regulations) and secretarial standards, has been provided in the Notice convening the ensuing Annual General Meeting.

There was no change in the post of company secretary and compliance officer.

Mr. Kailas Madanlal Agrawal, has resigned due to his personal reason & other commitments from the office of the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the company, w.e.f 4^th June 2024 due to which casual vacancy arose and to fill such casual vacancy the Company has appointed Mr. Ashishkumar G. Sharma, as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. 18^th June, 2024.

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The Board meets at regular intervals to discuss and decide on company/business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The company has convened Eleven (11) meetings of Board of Directors meetings during the financial year ended March 31, 2025 on 12/04/2024, 27/05/2024, 18/06/2024, 14/08/2024, 02/09/2024, 16/10/2024, 12/11/2024, 10/01/2025, 15/01/2025 12/02/2025 and 27/03/2025. The maximum interval between any two meetings did not exceed 120 days. Details of the Board meetings and attendance at such meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2025.

Pursuant to the provision of the companies Act, 2013, Listing regulation along with other rulesand regulation applicable, if any, the company has carried out the annual performance evaluation of its own performance, the director individually as well as the evaluation of the working of its committees, A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspect of the board functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of the individual director including the Chairman of the Board, who were evaluated on parameter such as level of engagement and contribution, independence of judgment, Safeguarding interest of the company and its minority shareholders, etc. The performance evolution of Independent Director was carried out by entire board. The performance evolution of the chairman and non-Independent Director was carried out by the Independent Director who also reviewed the performance of the secretarial Department. The Director expresses their satisfaction with the evaluation process.

The policy of the company on Directors appointment and remuneration including criteria for determining qualification, positive attributes, independence of Director and other matters providedunder Sub - section (3) 178, is explained in the corporate governance report.

The remuneration paid to the Directors is in accordance with the recommendations of Nominationand Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013and any other re-enactment(s) for the time being in force. The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure.

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act 2013 and the SEBI (LODR) Regulations 2015 during the year 2024-25, same is enclosed herewith as Annexure.

As stipulated by the Code of Independent Directors under the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on Thursday, 21^st November, 2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Our definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. The Company is having following independent directors:

(i) Pranit Bangad

(ii) Anil Bangad

(iii) Deepam Shah

(iv) Pradeep Shah

As per provisions of the Companies Act 2013 Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

Every Independent Director is briefed about the history of the Company, its policies, customers, Companys strategy, operations, organisation structure, human resources, technologies, facilities and risk management. Projects/Site visits are also arranged for the Directors who wish to familiarize themselves with the processes and operations of the Company.

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted/reconstituted (whenever necessitated) the following committees:

The Board has constituted Audit Committee as required under section 177 of Companies Act,

2013 and regulation 18 of Listing Regulation. The details about the composition of the said

committee of the Board of Directors along with meetings of the said committee & attendance thereat and role(s)/ terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

The Board has constituted Nomination and Remuneration Committee as required under section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations.

The details about the composition of the said committee of the Board of Directors along with meetings of the said committee & attendance thereat and role(s)/ terms of reference of Committee have been provided in the Corporate Governance Report which forms part of this Report.

In terms of the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee is responsible for formulating the criteria for determining the qualifications, attributes and Independence of a Director. The Nomination and Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management. In line with the requirement, the Board has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management.

The Board has constituted Stakeholder Relationship Committee as required under compliance to the Act & Listing Regulations. The details about the composition of the said committee of the Board of Directors along with meetings of the said committee & attendance thereat and role(s) / terms of reference of Committee have been provided in the Corporate Governance Report which forms part of this Report.

The Corporate Social Responsibility Committee is constituted in compliance with the requirements of Section 135 of the Companies Act, 2013, to undertake the below mentioned tasks:

A. To recommend, the policy on Corporate Social Responsibility (CSR) and Implementation of the CSR Projects or program to be undertaken by the company, as per the CSR Policy for consideration and approval by the Board of Directors.

B. Recommend, the amount of expenditure to be incurred on the corporate social responsibility activities; and

C. Monitor the implementation of the Companys corporate social responsibility policy.

The CSR Policy is available on the Companys website.

The Annual Report on CSR activities containing the requisite details is given as ‘Annexure- I which forms part of this Report.

The Company has adopted an internal policy for Investor Grievance handling, reporting and solving.

The company has adopted policy on Prevention of Sexual Harassment Committee.

The company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31^st March, 2025, the company has not received any complaint pertaining to sexual harassment.

In order to prevent Sexual Harassment of Women at Workplace a new act “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified on 9^th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted “Anti-Sexual Harassment Policy” constituted “Redressed Committee” as required under section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) Act, 2013. During the year under review, no complaint of harassment at the workplace was received by the Committee.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015 Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy.

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time- to-time basis.

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

M/s. Sharp Aarth & Co, LLP, Chartered Accountants, Jalgaon (Firm Registration No. 132748W), were appointed as Statutory Auditors to hold office from Financial Year 2023-24 to 2026-27. Accordingly, they have conducted Statutory Audit for the F.Y. 2024-25.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

The Board of Directors, on the recommendation of Audit Committee of the company has appointed M/s. D. Sagar & Associates, Aurangabad, Peer Reviewed Firm of Practicing Company Secretaries, having Membership No. F9518 and Certificate Practice No. 11547 as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there underfor the Financial Year 2024-25.

The Secretarial Audit Report in Form No.MR-3 submitted by the said Secretarial auditor The Secretarial Audit Report in form No MR-3 for the Financial Year 2024-25 form part of the Annual Report, as Annexure to the Board Report.

M/s. Cheena and Associates. Cost Accountants (Firm Reg. No. 000397) were appointed as the Cost Auditor to conduct the cost audit for the financial year ended March 31, 2025.

Further, pursuant to the provisions of section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended and as per the recommendation of the Audit Committee, the Board at their meeting held on May 31, 2025 re-appointed M/s. Cheena and Associates, Cost Accountants (Firm Reg. No. 000397) as Cost Auditors of the Company for the financial year 2025-2026 to audit the cost records of the Company. A resolution for ratification of the remuneration payable for such cost audit services forms part of the Notice of ensuing 26^th Annual General Meeting.

A certificate from M/s. Cheena and Associates. Cost Accountants, has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits prescribed under Section 141 of the Act and the rules framed thereunder.

Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014(as amended) the Board of Directors on the recommendations of the Audit Committee of the Company has appointed M/s Agrawal Kucheriya & Company, Chartered Accountants, as an internal Auditor of the company for FY 2024-25.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors during the financial year to the Audit Committee and Board of Directors of the Company do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

M/s. SHARP AARTH & CO, LLP Chartered Accountants, Jalgaon (FRN: 132748W), have issued their Report for the Financial Year ended 31^st March 2025. Statutory Auditors not mentioned any Qualification, reservation, adverse remark or disclaimer in their report.

There are no adverse remarks made by the auditor of the company.

All transactions entered into with the related parties, as defined under the Companies Act, 2013, during the financial year, were in the ordinary course of business and on arms length pricing basis, as per the management representation certificate provided to auditor of the company and donot attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is required, Suitable disclosure asrequired by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the website of the Company.

The obiective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Nitiraj Engineers Limited at the time when there is unpublished price sensitive information.

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities fromHDFC Bank Limited, from time to time for the business requirements.

During the financial year 2024-25 ended 31^st March 2025 under review there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company.As such no specific details are required to be given or provided.

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that, all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures andpolicies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls.

Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

As per the requirement of regulation 34(3) read with Schedule V of Listing Regulations, a report on Corporate Governance is annexed, which forms part of this Report. The Company places great importance on maintaining the highest standards of Corporate Governance. It recognizes that good governance practices not only promote transparency and accountability but also of the organization. In line with this commitment, the Company diligently adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

To strengthen its governance framework, the Company has implemented several best practices. These practices encompass various aspects of governance, including board composition and structure, independent Directors, board Committees, risk management, internal controls, ethical conduct, and stakeholder engagement. These practices are designed to ensure effective oversight, decision-making, and protection of the interests of all stakeholders.

As part of the Annual Report, the Company includes a comprehensive report on Corporate Governance, as mandated by Regulation 34 of the SEBI Listing Regulations. This report provides detailed information on the Companys governance structure, policies, and practices, giving stakeholders valuable insights into the Companys governance framework.

Furthermore, the Company obtains a certificate from its Statutory Auditor, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI Listing Regulations, 2015. This certificate serves as an independent validation of the Companys adherence to the prescribed governance norms.

The Company recognizes and embraces the importance of a diverse board in its success. We believethat a truly diverseboard will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

Companies dont have any associate company.

To prevent sexual harassment of women at work place, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013 as amended from time to time. The Company has zero tolerance for sexual harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under for prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

During the year under review there has been no such significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations infuture.

During the year under review, your Company has neither accepted nor renewed any deposits from the public in terms of provisions of Chapter V of the Act, read with the Companies

(Acceptance of Deposits) Rules, 2014.

The particulars of Loans, Guarantees or Investments, covered under the provisions of section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Financial Statements of the Company for the financial year ended March 31, 2025. Please refer to the Standalone Financial Statements for the financial year ended March 31, 2025, for further details. Please also note that such loans/ guarantees/ investments are provided for general investment/ corporate purposes.

All the assets of the Company wherever necessary and to the extent required have been adequatelyinsured.

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

The Company has raised an amount of Rs. 2,200.80 Lacs through Initial Public Offer by getting itselflisted on the main board Platform of National Stock Exchange of India Limited. The table below depicts the status of the utilization of the proceeds raised by the Company from IPO:

Pursuant to the provisions of clause 43 of the listing agreement with the exchange, the disclosure isas follows:

Utilization of money raised through Initial Public Offer. The utilization of the issue proceeds as on 31^st March 2025 is as under: Utilization planned as per prospectus [Amt. Rs.Lacs]

Company has obtained ISO 9001:2015 and RPTO Remote Pilot Training Organization.

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexures to the Directors Report.

In pursuant to Section 135 of the Companies Act, 2013 read with rules framed there under a CSR Policy to ensure Social Responsibilities has been adopted. The CSR Policy has been uploaded on the website of the Company.

In view of the profits of the company, your Company was required to undertake CSR projects during the year 2024- 25 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has undertaken various activities, which are in accordance with CSR Policy of the Company and Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as “Annexure I”.

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Bigshare Services Private Limited situated at Office No S6-2, 6^th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, India.

Your Company believes that, its members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building or growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

To be a most adorable global partner to all the stake holders in every aspect of weighing manufacturing.

By offering quality bales & premium weighing machines and timely service embedded with value driven culture resulting in finding new avenues to surpass global standards in every activity that

needs to nurture the society to the better tomorrow.

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Format MGT-9 will be made available on the website of the company after conclusion of the AGM.

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Board of Directors of the Company,

(a) In preparation of the Annual Accounts for the financial year ended 31st March 2025, the applicableAccounting Standards have been followed along with proper explanation to material departures.

(b) The Directors have selected Accounting Policies, consulted the Statutory Auditors and applied themconsistently 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 end of the financial year and of the profit or loss of the Company, for that period.

(c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts of the company on a going concern basis;

(e) The Directors, had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and

(f) There is a proper system to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.

The particulars as prescribed under Sub Section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

The Companys core activity is Production of Weighing Scales and related which is core consuming sector. The Company is making every effort to conserve the usage of electricity. Also in the year April 2016 Company has installed solar Electricity Plant in its Corporate Office Dhule, by which Company is trying to save electricity.

The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

A comparative Statement showing consumption of electricity per kg of yarn manufactured during the current and previous year is appended here with as Annexure.

(i) Continuous research to upgrade existing products and to develop new products and services.

(ii) To enhance its capability and customer service the Company continues to carry out R & D activities in house.

(i) Introduction of new and qualitative products.

(ii) Upgrade of existing products.

Nitiraj will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchangeoutgo during the year in terms of actual Outflows (Amount in Lakhs)

The Company equity shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31^st March, 2025, all 1,02,51,000 equity share dematerialized viz. National Securities Depository Limited and Central Depository Services (India) Limited which represents whole 100 % of the total issued subscribed and paid- up capital of the company as on that date. The ISIN allotted to your Company is INE439T01012. Status of the securities as on 31^st March, 2025 hereunder:

The Management Discussion and Analysis forms part of this Annual report is annexed as annexure.

The Board of Directors confirm that the Company has duly complied and is in compliance, with theapplicable secretarial Standard/s, namely Secretarial Standard-1 (SS-1) on Meeting of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, during the financial year 2024 - 2025.

The Directors hereby confirm that the Company is in full compliance with the provisions of the Maternity Benefit Act, 1961 and affirm that

(a) the Company provides maternity leave in accordance with the requirements of the Act;

(b) all necessary facilities and entitlements mandated by the law are extended to women employees;

(c) no discriminatory practices are adopted against women employees on account of maternity or child birth

There was no occasion wherein the equity shares of the Company have been suspended for tradingduring the FY 2024-2025.

During the year under review no application was made further no any proceeding pending underthe Insolvency and Bankruptcy Code, 2016 (31 of 2016) against of the company.

A non-compliance of Regulation 23 (9) of SEBI (LODR) Regulations, 2015 (Listing Regulations) has been observed during the reporting period and therefore a monetary penalty of Rs. 5,900 (Rupees Five Thousand Nine Hundred only) has been imposed on the company vide letter NSE/LIST-SOP/COMB/FINES/0720 dated 28^th June, 2024.

A Non-Compliance of Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been observed during the reporting period and therefore a monetary penalty of Rs. 11,800 (Rupees Eleven Thousand Eight Hundred only) has been imposed on the Company vide letter NSE/LIST-SOP/FINES/1186 dated 14^th October, 2024.

Your directors express their sincere gratitude for the assistance and co-operation extended by Banks, Government Authorities, Shareholders, Suppliers and Customers. Your directors also wish toplace on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companys goals.

[Pursuant to clause (o) of sub-section (3) of Section 134 of the Companies Act 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014].

The Companys CSR objective is to ensure socio-economic development of the community through different participatory and need based initiatives in the best interest of the poor and deprived sections of the society so as to help them to become SELF-RELIANT and build a better tomorrow for themselves.

As per the United Nations Industrial Development Organization (UNIDO) the Corporate Social Responsibility (CSR) is a management concept whereby companies integrate social and environmental concerns in their business operations and interactions with their stakeholders. CSR is generally understood as being the way through which, a company achieves a balance of economic, environmental and social imperatives (“TripleBottom-Line- Approach”), while at the same time addressing the expectations of shareholders and stakeholders.

Our Mission is to “To achieve product perfection through process integration be wielding end to end quality control over the raw material and manufacturing processes, to make steel that stand for purity, strength, malleability and the highest quality and provide increased value for the customer at lower cost.

S We Trust, Respect, Protect, Nurture & Encourage all our relations S To continuously learn and innovate S To promote efficiency and effectiveness

We the Nitiraj Engineers Limited, Mumbai Maharashtra India has decided to reach to the Farmers & Solders, the real builders of the Country and deprived including children, women and other entities of the society through the CSR activities, to make better, happy and prosperous society.

During the process of rolling out the identified projects, there have been extensive stakeholder consultations and leanings. We have planned project based on the need and requirement of the people from the area where the project is going to be implemented.

The major heads of our CSR activities as per the CSR policy are mentioned below:

The CSR initiatives taken up by the company are in the areas of education, agricultural development, skill development, sanitation and hygiene, social awareness and healthcare, etc.

Our aim is to be one of the most respected companies in India delivering superior and sustainable value to all our customers, business partners, shareholders, employees and host communities and all other stakeholders of your Company.

The CSR initiatives focus on enhancing environmental and natural capital, supporting rural development, promoting education, providing preventive healthcare, providing sanitation and drinking water, creating livelihoods for people, especially those from disadvantaged sections of society, in rural and urban India, preserving and promoting sports for holistic development of host communities and create social, environmental and economic value to the society at large.

To pursue these objectives, we will continue to:

• Uphold and promote the principles of inclusive growth and equitable development;

• Develop Community Development Plans based on needs and priorities of host communities and measure the effectiveness of community development programmes;

• Work actively in areas of preventive health and sanitation, education, skills for employability, livelihoods and income generation, waste resource management and water conservation for host communities for enhancing Human Development Index;

• Collaborate with likeminded bodies like governments, voluntary organizations and academic institutes in pursuit of our goals;

• To develop the required capability and self-reliance among the beneficiaries at the grass root levels, especially among women, in the belief that these are prerequisites for social and economic development;

• To engage in affirmative action interventions such as skill building and vocational training, to enhance employability and generate livelihoods for persons from disadvantaged sections of society;

• To pursue CSR Programmes primarily in areas that fall within the economic vicinity of the companys operations to enable close supervision and ensure maximum development impact;

• To carry out CSR Programmes in relevant local areas to fulfil commitments arising from requests by government/regulatory authorities and to earmark amounts of money towards "Enterprise Social Responsibility (ESR)" activities and to spend such money through ESR/CSR Cells of such administrative bodies of the government and/or directly by way of developmental works in the local areas around which the company operates;

• Interact regularly with stakeholders, review and publicly report our CSR initiatives;

Composition of CSR Committee:

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable -Not Applicable

Rs. 435.30 lakhs

(b) Two percent of average net profit of the company as per sub-section (5) of section 135: Rs. 8.71 lakhs

(c) Surplus arising out of the CSR projects/programmes/activities of the previous financial years. : Nil

(d) Amount required to be set off for the financial year, if any. : Nil

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]. : Rs. 8.71 lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 8.71

lakhs

(b) Amount spent in Administrative Overheads. : Nil

(c) Amount spent on Impact Assessment, if applicable. : Nil

(d) Total amount spent for the Financial Year [(a)+(b)+(c)] : Rs. 8.71 lakhs

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:- No

If Yes, enter the number of Capital assets created/ acquired : Not Applicable

Furnish the details relating to such assets created/ acquired: Not Applicable Furnish the details relating to such asset(s) so created or acquired through CSR amount spent in the Financial Year:

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135: Not Applicable

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies(Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

(a) Name(s) of the related party and nature of relationship: NA

(b) Nature of contracts/arrangements/transactions: NA

(c) Duration of the contracts / arrangements/transactions: NA

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NA

(e) Justification for entering into such contracts or arrangements or transactions: NA

(f) Date of approval by the Board: NA

(g) Amount paid as advances, if any: NA

(h) Date on which the special resolution was passed in general meeting as required under first proviso: NA

b) Nature of contracts/arrangements/transactions:

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment

and Remuneration Personnel) Rules, 2014]

TO,

THE MEMBERS,

NITIRAJ ENGINEERS LIMITED 306 A BABHA BLDGN M MARG NEAR POLICE STATION MUMBAI MH 400011 IN

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by NITIRAJ ENGINEERS LIMITED (CIN: L31909MH1999PLC119231) (hereinafter called “The Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of Companys books, papers, registers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31^st, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31^st, 2025 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-law framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment; (No specific transactions was found during the reporting period, to which the above guideline shall applicable.)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (No specific transactions were found during the reporting period, to which the above guideline shall applicable.)

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (No specific transactions were found during the reporting period, to which the above guideline shall applicable.)

c) The Securities and Exchange Board of India (Listing obligation & Disclosure Requirement) Regulations, 2015;

d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (No specific transactions were found during the reporting period, to which the above guideline shall applicable.)

e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (No specific transactions were found during the reporting period, to which the above guideline shall applicable.)

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (No specific transactions were found during the reporting period, to which the above guideline shall applicable.)

g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (No specific transactions were found during the reporting period, to which the above guideline shall applicable.)

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. (No specific transactions were found during the reporting period, to which the above guideline shall applicable.)

j) Other laws applicable to the Company as per the representations made by the Management.

(1) The Secretarial Standards issued by the Institute of Company Secretaries of India.

(2) Listing agreement as entered into by the company with the National stock exchange to the extent of the listing of the equity securities of the company.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

1. A Non-Compliance of Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been observed during the reporting period for the quarter ended 31^st March,2024 and therefore a monetary penalty of Rs. 5000 (Rupees Five thousand only) (additional GST @ 18% amounting to Rs. 900) has been imposed on the Company vide letter NSE/LIST-SOP/COMB/FINES/0720 dated 28<* June,2024.

2. During the period under review, a Non-Compliance of Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been observed for the quarter

ended 30^th September,2024 and therefore a monetary penalty of Rs. 10,000 (Rupees Ten thousand only) (additional GST @ 18% amounting to Rs. 1800) has been imposed on the Company vide letter NSE/LIST-SOP/FINES/1186 dated 14^th October,2024.

3. The company during the reporting period has filed a few e-forms including Form DIR-12, CHG- 1 with additional fees. Therefore, it has to be treated as compliance after the due date along with payment of additional fees.

4. The company is not able to identify the MSME vendors and outstanding dues of MSME vendors are for more than 45 days. Accordingly, Company has not filed Form MSME-1 in regarding outstanding payments to MSME vendors. The information has been given in respect of such vendors to the extent they could be identified as "Micro and Small" enterprises on the basis of information available with the Group.

5. During the period under review, the Company conducted an Analyst/Investor Meeting on 23rd August, 2024. As per the requirements of Regulation 46(2)(oa)(iii) read with Schedule III Part A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it has been observed that while the presentation relating to the meeting has been submitted, the transcript of the call has not been uploaded on the Companys website and simultaneously submitted to the recognized stock exchanges within the prescribed timeline.

6. We also adhere the “remarks or observations” as pointed out by the statutory Auditor in his report and the company in financial statements as on date 31.03.2025.

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. There are changes in the composition of the Board of Directors that took place during the period under review. The board has appointed Mr. Anil Nandakishor Bangad (DIN: 07186755), as Non-Executive Additional Independent Directors of the company w.e.f. 12^th February, 2025.

Further, Mr. Kailas Madanlal Agrawal (PAN: ANIPA3541K), has resigned due to his personal reason & other commitments from the office of the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the company, w.e.f 4^th June 2024 due to which casual vacancy arose and to fill such casual vacancy the Company has appointed Mr. Ashishkumar G. Sharma (PAN: BLCPS4551E), as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. 18th June, 2024.

b) Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance or shorter notice with the consent of all the director or members as the case may be and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

c) During the period under review few procedural gaps have been observed in compliance with the Secretarial Standards. Majority decision is carried through while the dissenting members views are not captured and recorded as part of the minutes. Minutes of board meetings is required proper articulation and detailed narration, scope, objective, information regarding particular item/agenda is also needed.

d) I further report that there is scope to improve the systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events / actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

TO,

THE MEMBERS,

NITIRAJ ENGINEERS LIMITED 306 A BABHA BLDGN M MARG NEAR POLICE STATION MUMBAI MH 400011 IN

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records.

3. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

5. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company and non-compliances reported shall not be conclude as complete and final.