Your directors are pleased to present the 26^th Annual Report on the business and operation of
theCompany together with the Audited Financial Accounts for the year ended 31^st March,
2025.

1. Financial Highlights

Financial results of your Company for the year ended 31^st March 2025 are summarized below.
(Standalone)

2. Highlights Of Performance:-

Total Revenue for the year 2024-25 is Rs. 7,742.54 lacs as compared to Rs. 10,143.20 lacs in the
previous year. Profit before Tax for the year was Rs. 662.42 lacs as compared to profit of
Rs. 1,594.20 lacs in the previous year. Profit after Tax for the year was Rs. 483.11 Lacs as
compared to Profit of Rs. 1,203.55 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 31.03.2025 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.483.10 Lacs to the Reserves of the
Company as on 31^st March 2025.

6. Capital Structure

The capital structure of the company as on 31.03.2025 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 terms of the Dividend Distribution Policy of the Company, your Board of Directors in their
Board meeting held on May 29, 2025, has recommended a final dividend @ 15% i.e. Rs. 1.5 per
equity share (face value of Rs. 10 per equity share) for the financial year 2024-25, for the
approval of shareholders at the forthcoming Annual General Meeting. The cash outflow on
account of dividend will be Rs. 153.76 lakhs (previous year Rs. 153.76 lakhs). Dividend, if
approved by the Shareholders at the forthcoming Annual General Meeting, will be paid within 30
days from the date of declaration.

Pursuant to the amendments introduced in the Income-tax Act, 1961 vide Finance Act, 2020,
w.e.f. April 1, 2020, dividend income is taxable in the hands of the shareholders effective from
April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the
members at prescribed rates as per the Income Tax Act, 1961.

The Dividend Distribution Policy is available on the website of the Company and can be accessed
via. https://nitirai.net/wp-content/uploads/2024/09/Dividend-Distribution-Policy-1.pdf

8. Change In Name

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

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:

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 N on-Executive Director

7 Mr. Anil Nandkishor Bangad Independent Director Non-Executive Director

8 Mr. Pradeep Chandrakant Shah Independent Director Non-Executive Director

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.

(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. 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.

(c) Company Secretary & Compliance Officer:

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

(d) Chief Financial 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.

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

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.

11. Meetings Of Board of Director and Shareholders

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.

12. Board Evaluation

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.

13. Company Policy On Director's Appointment and Remuneration

The policy of the company on Director’s 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.

14. Details Of Remuneration to Directors: -

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 employee’s 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
2024-25, 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, 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.

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,
Company’s 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://nitirai.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 CompaniesAct, 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
remunerationof 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
requirementsof 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 andapproval 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 Company’s corporate social responsibility policy.

The CSR Policy is available on the Company’s website.

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

(e) Investor Grievance Redressal Policy

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

(f) Prevention of Sexual Harassment Committee

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
tosexual 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,
prohibitionand 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://nitirai.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
ofIndia (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on
Preservation of the Documents to ensure safekeeping of the records and safeguard the
Documentsfrom 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://nitirai.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. 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.

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 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.

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, 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.

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 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.

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 31^st March 2025. 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.

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 arm’s 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.

A policy on the related party transactions was framed & approved by the Board and posted on
the Company's website at below link: https://nitirai.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://nitirai.net/wp-content/uploads/2024/05/Policy-of-prevention-of-Insider-Trading.pdf

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.

28. Credit & Guarantee Facilities:

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

29. Investors Education and Protection Fund:

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.

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 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.

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 Company’s governance structure, policies, and practices, giving
stakeholders valuable insights into the Company’s 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 Company’s

adherence to the prescribed governance norms.

32. Board Diversity

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.

33. Details of Associates

Companies don’t have any associate company.

34. 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.

https://nitirai.net/wp-content/uploads/2024/05/POLICY-ON-PREVENTION-PROHIBITION-

AND-REDRESSAL-OF-SEXUAL-HARASSMENT-OF-WOMEN-AT-WORKPLACE.pdf

35. Significant And Material Orders Passed By The Regulators Or courts Or Tribunals

Impacting The Going Concern Status And Company’s 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 Company’s
operations infuture.

36. 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.

37. 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, 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.

38. Insurance:

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

39. 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.

40. Status of Utilization of Proceeds Raised From IPO :

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:

The utilization of the issue proceeds as on 31^st March 2025 is as under:

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.Lac’s]

41. Certification:

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

40. 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.

41. 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 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”.

42. Registrar And Share Transfer Agent:

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.

43. Enhancing shareholders value :

Your Company believes that, its members are among its most important stakeholders. Accordingly,
your Company’s 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.

44. Our Vision :

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

45. 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.

46. 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.

47. 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 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.

48. 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 Company’s 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:

(i) 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
Exchangeoutgo during the year in terms of actual Outflows (Amount in Lakhs)

49. Dematerialization of securities:

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:

50. Management Discussion Analysis: -

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

51. Compliances of Secretarial Standards:

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.

52. 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

53. Suspension of Trading:

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

54. Details of Application Made or Any Proceeding Pending Under the IBC 2016:

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.

54. Details of Penalty Paid if any:

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.

55. 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
toplace on record their appreciation of the contribution made by the employees at their levels
towards achievements of the Company’s goals.

For Nitiraj Engineers Limited

Sd/- Sd/-

Rajesh Bhatwal Shakuntala Bhatwal

Managing Director Director

Din: 00547575 Din: 01953906

Place - Mumbai
Date - 30/08/2025