Nitiraj Engineers Ltd Directors Report

Dear Members,

Your directors are pleased to present the 27th Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended 31st March, 2026.

1. Financial Highlights

Financial results of your Company for the year ended 31st March 2026 are summarized below. (Standalone)

(Amount in Lacs)

Particulars	Financial Statement 2025-26	Financial Statement 2024-25
Income from Operations	4,641.07	7,651.72
Other Income	148.25	90.82
Total revenue	4,789.32	7,742.54
Operating Costs	4,293.66	6,728.74
Profit before depreciation	495.66	1,013.80
Depreciation	354.43	351.38
Profit before exceptional item and tax	141.23	662.42
Exceptional Item	0.00	0.00
Profit before Tax (PBT)	141.23	662.42
Tax expense	35.18	179.31
Profit for the year (PAT)	106.06	483.11
Basic EPS	1.03	4.71

2. Highlights Of Performance:-

Total Revenue for the year 2025-26 is Rs. 4,789.32 lacs as compared to Rs. 7,742.54 lacs in the previous year. Profit before Tax for the year was Rs. 141.23 lacs as compared to profit of Rs. 662.42 lacs in the previous year. Profit after Tax for the year was Rs. 106.06 Lacs as compared to Profit of Rs. 483.11 lacs in the previous year.

3. Change In the Nature of Business, If Any

During the period under review, there was no change in the nature of the business of the Company.

4. Share Capital

Capital Structure of the Company as on 31.03.2026 is as follows:-

The Authorized Share Capital of the Company is 11,00,00,000 (Rupees Eleven Crore) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of 10/- each.

The Issued, subscribed and Paid-up Share Capital of the Company is 10,25,10,000 (Rupees Ten Crore Twenty-Five Lakh Ten Thousand) divided into 1,02,51,000 (One Crore Two Lakh Fifty-One Thousand) Equity Shares of 10/- each.

During the year under review the Company has not issued any shares. The Company has not issued any shares with differential voting rights or sweat equity or granted stock options.

5. Transfer To Reserves

The Board of the Company has decided to transfer profit of Rs. 106.06 Lacs to the Reserves of the Company as on 31st March 2026.

6. Capital Structure

The capital structure of the company as on 31.03.2026 is as follows:

The Authorized capital share capital of the company is Rs. 11,00,00,000 (Rupees Eleven Crore) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity shares of Rs. 10 Each.

The issued, subscribed and paid-up share capital of the company is Rs 10,25,10,000 (Rupees Ten Crore Twenty-Five Lakhs Ten Thousand) divided into 1,02,51,000 (One Crore Twenty-Five Lakhs One Thousand) Equity shares of Rs. 10 Each.

During the year under review the company has not issued any shares. The company has not issued any shares with differential voting rights or sweat equity or granted stock options.

7. Dividend

In order to plough back the profits for the activities of the company and strategy of growth in the business through enhancing manufacturing capacity, your directors do not recommend any dividend for the financial year.

8. Change In Name

The company has not changed its name during financial year 2025-26.

9. The board and KMP:

(a) Composition of the Board of Directors:

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:

Sr. No. Name	Designation
1 Mr. Rajesh Raghunath Bhatwal	Managing Director and Executive Director
2 Mrs. Shakuntala Rajesh Bhatwal	Whole Time and Women Director
3 Mr. Yi Hung Sin	Whole Time Director
4 Mr. Gajendra Sharadchandra Deshmukh	Whole Time Director
5 Mr. Pranit Anil Bangad	Independent Director Non-Executive Director
6 Mr. Deepam Pradeep Shah	Independent Director Non-Executive Director
7 Mr. Anil Nandkishor Bangad	Independent Director Non-Executive Director
8 Mr. Pradeep Chandrakant Shah	Independent Director Non-Executive Director

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.

(b) Director Retiring by Rotation

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. Yi Hung Sin (DIN No-01953871), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends to re-appointment him. The 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.

(c) Company Secretary & Compliance Officer:

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

After the end of the financial year 2025-26, Mrs. Deepika Dalmiya resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 01st June 2026, due to personal reasons and other professional commitments. Consequently, a casual vacancy arose in the office of the Company Secretary and Compliance Officer.

To fill the said casual vacancy, the Company appointed Mrs. Soni S. Karwa as the Company Secretary and Compliance Officer of the Company with effect from 10 June 2026.

(d) Chief Financial Officer:

There was no change in the post of Chief Financial Officer (CFO) and Key Managerial Person (KMP).

10. Material Changes Between the Date of The Board Report and End of Financial Year

Mrs. Deepika Dalmiya, has resigned due to her personal reason & other commitments from the office of the Company Secretary (CS) and Compliance officer of the company, w.e.f 01st June 2026 due to which casual vacancy arose and to fill such casual vacancy the Company has appointed Mrs. Soni S. Karwa, as Company Secretary (CS) and Compliance officer of the Company w.e.f. 10th June, 2026

There have been no other 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.

11. Meetings Of Board of Director

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 Twelve (12) meetings of Board of Directors meetings during the financial year ended March 31, 2026

Sr. No.	Meeting Dates
1	17/04/2025
2	29/05/2025
3	31/05/2025
4	08/07/2025
5	14/08/2025
Sr. No.	Meeting Dates
6	30/08/2025
7	26/09/2025
8	17/10/2025
9	14/11/2025
10	21/11/2025
11	06/02/2026
12	13/02/2026

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, 2026.

12. Board Evaluation

Pursuant to the provision of the companies Act, 2013, Listing regulation along with other rules and 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.

13. Company Policy On Directors Appointment and Remuneration

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

14. Details Of Remuneration to Directors:

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and 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.

15. Declaration By Independent Directors:

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 2025-26, same is enclosed herewith as Annexure.

16. Separate meeting of independent directors:

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, 27th November, 2025 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.

17. Board Independence

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.

18. Familiarization Program For Independent Directors

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.

The Independent Directors are briefed on their role, responsibilities, duties and are kept updated on the various regulatory and legislative changes that may occur from time to time affecting the operations of the Company. The Independent Directors are also briefed on the various policies of the Company like the code of conduct for directors and senior management personnel, policy on related party transactions, policy on material subsidiaries, whistle blower policy and corporate social responsibility policy and other policies adopted by the Company. The details of familiarization programme conducted for the independent directors is disclosed in the website of the Company at https://nitiraj.net/familiarization-of-id/

19. Committees Of the Board

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

(a) Audit Committee

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.

(b) Nomination and Remuneration Committee

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.

(c) Stakeholder Relationship Committee:-

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.

(d) Corporate Social Responsibility Committee

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.

(e) Investor Grievance Redressal Policy

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

Name of the Member	Designation
Mr. Pranit Anil Bangad (ID)	Chairman
Mr. Anil Nandkishor Bangad (ID)	Member
Mr. Rajesh Raghunath Bhatwal (ED)	Member
Mrs. Shakuntala Rajesh Bhatwal (ED)	Member

(f) Prevention of Sexual Harassment Committee

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

Name of the Member	Designation
Mr. Deepam Shah (ID)	Chairman
Name of the Member	Designation
Mr. Anil Nandkishor Bangad (ID)	Member
Mr. Rajesh Raghunath Bhatwal (ED)	Member
Mrs. Shakuntala Rajesh Bhatwal (ED)	Member

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 31st March, 2026, 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 9th 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.

20. Vigil Mechanism For Directors And Employees :

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.

https://nitiraj.net/wp-content/uploads/2024/05/Whistle-Blower-Policy.pdf

21. Risk Management 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.

22. Policy On Preservation of The Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents. https://nitiraj.net/wp-content/uploads/2024/05/POLICY-FOR-PRESERVATION-OF-DOCUMENTS-AND-ARCHIVAL-OF-DOCUMENTS.pdf

23. Policy On Criteria for Determining Materiality of Events

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).

https://nitiraj.net/wp-content/uploads/2024/05/Policy-on-determination-of-Materiality-of-Events.pdf

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.

24. Auditors:

a. Statutory Auditors:

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. 2025-26.

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.

b. Secretarial Auditors:

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 under for the Financial Year 2025-26.

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 2025-26 form part of the Annual Report, as Annexure to the Board Report.

c. Cost Auditor:

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, 2026.

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 August 13, 2026 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 27th 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.

d. Internal Auditor

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 2025-26.

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.

25. Auditors Report

Statutory Audit Report:-

M/s. SHARP AARTH & CO, LLP Chartered Accountants, Jalgaon (FRN: 132748W), have issued their Report for the Financial Year ended 31st March 2026. Statutory Auditors not mentioned any Qualification, reservation, adverse remark or disclaimer in their report.

Reply to Adverse Remark Made by Statutory Auditor:

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

Secretarial Audit Report:-

M/s. D. Sagar & Associates, Aurangabad, Peer Reviewed Firm of Practicing Company Secretaries, having Membership No. F9518 and Certificate Practice No. 11547 have issued their Report for the Financial Year ended 31st March 2026. Secretarial Auditor has mentioned following comments in their report and reply to same has been given by management.

1. At the Board Meeting held on 29 May 2025, the Company recommended final dividend of 1.50 per equity share. However, prior intimation of the proposed dividend recommendation was not given to the Stock Exchange at least two days prior to the meeting as required under Regulation 29(1)(e) of SEBI (LODR) Regulations. NSE imposed a fine of 11,800 vide letter dated 13 June 2025.

Management Reply: The delay/omission in providing the requisite prior intimation was inadvertent. The Company has taken note of the observation and has strengthened its internal compliance mechanism to ensure that all requisite prior intimations to the Stock Exchanges are made within the prescribed timelines. The Company shall exercise greater diligence in ensuring timely compliance with SEBI (LODR) requirements going forward.

2. Scrutinizers Reports submitted to NSE on 10 May 2025, 24 September 2025 and 10 March 2026 were not countersigned by the Chairperson or authorized person, as required under Secretarial Standard-2.

Management Reply: The omission was procedural in nature and inadvertent. The Company has taken note of the observation and has instructed the concerned officials and scrutinizer to ensure that the e-voting results and Scrutinizers Reports are duly countersigned by the Chairperson or authorized person before submission to the Stock Exchanges in future.

3. The AGM notice dated 30 August 2025, relating to revision of remuneration of Mr. Rajesh Bhatwal, Mrs. Shakuntala Bhatwal, Mr. Yi Hung Sin and Mr. Gajanan Deshmukh, did not disclose the last remuneration paid and other necessary details prescribed under SS-2.

Management Reply: The Company acknowledges the observation. The omission was inadvertent and

4. The Company did not disclose the penalties imposed by NSE vide letters dated 28 June 2024 and 14 October 2024 in Form MGT-7 for FY 2024-25.

Management Reply: The non-disclosure was inadvertent. The Company has taken note of the observation and has strengthened the process for compilation and verification of statutory disclosures before filing of the Annual Return. The Company shall ensure that all applicable penalties, fines and other prescribed particulars are appropriately disclosed in future statutory filings.

26. Related Party Transactions:

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 do not 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 as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

A policy on the related party transactions was framed & approved by the Board and posted on the Companys website at below link: https://nitiraj.net/wp-content/uploads/2024/05/Related-Party-Transactions-Policy.pdf

27. Prevention of Insider Trading:

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.

https://nitiraj.net/wp-content/uploads/2024/05/Policy-of-prevention-of-Insider-Trading.pdf

The objective 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.

28. Credit & Guarantee Facilities:

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

29. Investors Education and Protection Fund:

During the financial year 2025-26 ended 31st March 2026 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.

30. Internal Audit Controls and Their Adequacy:

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 evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertakes 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.

31. Corporate Governance Report

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.

32. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board 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.

33. Details of Associates

Companies dont have any associate company.

34. Cost records

The provisions pertaining to maintenance of cost records as per Section 148 of the Act, are applicable to the Company. Therefore, the Company has maintained accounts and records.

35. Disclosures under Insolvency and Bankruptcy Code, 2016

a. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 During the year, the Company has not filed any application nor any such proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

b. Details of one-time settlement under Insolvency and Bankruptcy Code, 2016

The requirement of disclosing details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions is not applicable, as the Company has not filed any application for settlement under the Insolvency and Bankruptcy Code, 2016 during FY2025-26.

36. Prevention, prohibition and redressal of sexual harassment at workplace

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.

Sr. No Particulars	No.
1 Number of complaints on sexual harassment	Nil
2 Number of complaints disposed of during the year	Nil
3 Number of cases pending for more than 90 days	Nil
4 Nature of action taken by the employer or district	Nil

https://nitiraj.net/wp-content/uploads/2024/05/POLICY-ON-PREVENTION-PROHIBITION-AND-REDRESSAL-OF-SEXUAL-HARASSMENT-OF-WOMEN-AT-WORKPLACE.pdf

37. Significant And Material Orders Passed By The Regulators Or courts Or Tribunals Impacting The Going Concern Status And Companys Operations In Future:

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 in future.

38. Deposits From Public

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.

39. Particulars Of Loans, Guarantees Or Investments Under Section 186:

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, 2026. Please refer to the Standalone Financial Statements for the financial year ended March 31, 2026, for further details. Please also note that such loans/guarantees/investments are provided for general investment/corporate purposes.

40. Insurance:

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

41. Employee relations:

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.

42. Status of Utilization of Proceeds Raised From IPO:

During the year under review, the Company had unutilized issue proceeds amounting to 22.92 Lakhs, arising on account of the actual issue expenses incurred being lower than the amount estimated in the Offer Document. Against the issue expenses of 100.80 Lakhs provided in the Offer Document, the Company incurred actual issue expenses of 77.88 Lakhs, resulting in unutilized issue proceeds of 22.92 Lakhs.

The Board of Directors, at its meeting held on 30 August 2025, approved the proposal for utilization of the aforesaid unutilized amount of 22.92 Lakhs towards Expansion of Marketing Network and Brand Building, which was one of the original objects of the Public Issue.

The proposed variation in utilization of the issue proceeds was placed before the Members of the Company for their approval and the same was approved by the Members by way of Special Resolution through Postal Ballot on 9 March 2026.

Accordingly, the Company has will utilise the unutilised issue proceeds of 22.92 Lakhs towards Expansion of Marketing Network and Brand Building, in accordance with the approval accorded by the Members.

The Company confirms that the aforesaid variation does not adversely impact the financial position of the Company and is expected to enhance operational efficiency and contribute towards long-term value creation.

43. Certification:

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

44. Particulars Of Employees:

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.

45. Corporate Social Responsibility:

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 not required to undertake CSR projects during the year 2025-26 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under.

46. Weblink of the Annual Return:

Pursuant to Section 134(3)(a) of the Act, the annual return of the Company prepared as per Section 92(3) of the Act for FY2025-26 will be placed on the website of the Company once the return is filed with the Registrar of Companies, within the prescribed timelines.

The annual return can be accessed on the website of the Company at https://www.nitirai.net/annual-returns/

47. Registrar And Share Transfer Agent:

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

48. Enhancing shareholders value:

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.

49. Our Vision:

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

50. Our mission:

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.

51. Extract of Annual Return

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.

52. Directors Responsibility Statement

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 2026, the applicable Accounting Standards have been followed along with proper explanation to material departures.
(b) The Directors have selected Accounting Policies, consulted the Statutory Auditors and applied them 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 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 that such 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 that such systems are adequate and operating effectively.

53. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo :-

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

A. Conservation of Energy:

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.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

(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.

2. Benefits derived as a result of the above efforts:

1 Introduction of new and qualitative products. (ii) Upgrade of existing products.

3. Future plan of action:

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.

C. Foreign Exchange Earnings and Outgo

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

Particulars	2025-26	2024-25
Foreign Exchange Earnings	35.22	19.08
Foreign Exchange Outgo	400.28	317.09

54. Dematerialization of securities:

The Company equity shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31st March, 2026, 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 31st March, 2026 hereunder:

	CDSL	NSDL	TOTAL
Share in DEMAT	17,30,370	85,20,630	1,02,51,000
Physical Shares	NIL	NIL	NIL

55. Management Discussion Analysis:-

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

56. Compliances of Secretarial Standards:

The Secretarial Auditor has observed that the Company did not comply with the provisions of Secretarial Standard-2 (SS-2) on General Meetings relating to the requirement of the Chairperson countersigning the Scrutinizers Report.

The omission was procedural in nature and inadvertent. The Company has taken note of the observation and has instructed the concerned officials and scrutinizer to ensure that the e-voting results and Scrutinizers Reports are duly countersigned by the Chairperson or authorized person before submission to the Stock Exchanges in future.

The Board of Directors confirm that the Company has duly complied and is in compliance, with the applicable 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 2025-2026.

57. Compliance statement on the Maternity benefit act, 1961

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

58. Suspension of Trading:

There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2025-2026.

59. Details of Penalty Paid if any:

A non-compliance of Regulation 29 (2)/29(3) of SEBI (LODR) Regulations, 2015 (Listing Regulations) 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/COMB/FINES/0661 dated 13th June, 2025.

60. Acknowledgments

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 to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companys goals.

For Nitiraj Engineers Limited

Sd/-

Rajesh Bhatwal

Managing Director

Din: 00547575

Sd/-

Shakuntala Bhatwal

Director

Din: 01953906

Place - Mumbai

Date - 04/09/2026