Niraj Ispat Industries Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors feel pleasure in presenting their 40^th Annual Report together with the Audited
Statements of accounts for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended on 31^st March, 2025 is summarized
below:

Particulars			Year ended 31.03.2025	Year ended 31.03.2024
			(in lakhs)	(in lakhs)
Total Income			477.89	408.33
Total Expenses			299.54	298.12
	Profit/ Loss before		178.35	110.2
	Taxation
	Provision for		(0.04)	1.61
	Income Tax
Total Tax Expense			44.78	29.19
Profit/(Loss) After Tax			133.57	81.02

2. DIVIDEND

Your Directors intend to plough back available resources for financial requirements and express their
inability to recommend any dividend for the financial year.

3. RESERVES

The Company has transferred Rs. 5,00,000/- from the statement of profit and loss to general reserve
during the year under review.

4. BUSINESS OPERATIONS

The fiscal year 2024-25 was a period of relative stability. During the year under review, our Company
achieved a profit of Rs. 133.57 Lacs before tax as against profit Rs. 81.02 Lacs in the preceding financial
year. Your company hopes to increase its presence in the business in the Coming years, which may
increase the top line and also its stability.

5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consist of Four (4) Directors, One (1) CFO and One (1) CEO.

Mr. Chaitanya Chaudhry (Executive Director cum CEO), Ms. Vaishali Chaudhry (Non-Executive

Director), Mr. Rajeev Kumar Singhal (Non-Executive and Independent Director) and Mr. Niraj
Chaudhry (CFO) as on the end of the Financial Year.

> Ms. Vaishali Chaudhry (DIN: 01719640) who retires by rotation at this meeting, and being
eligible, offers himself for re-appointment, be and is hereby appointed as a director of the
Company liable to retires by rotation.

> Due to demise of Mr. Anil Kumar Sharma on 10^th March, 2025, The Board of Director has
passed resolution and took record on 24^th April, 2025.

> Mr. Vikas Tyagi was appointed as Additional Independent Director of the company with effect
from 21^st May 2025. Based on the recommendation of NRC and subject to the approval of
Members in ensuing AGM will be regularized.

6. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which
would impact the going concern status of the company.

7. 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

No material changes and commitment affecting the financial position of the company have occurred
between the end of the financial year to which this financial statements relate and the date of this report.

8. RELATED PARTY TRNSACTIONS

All the related party transactions that were entered into during the financial year were in the ordinary
course of Company''s business and on arm''s length basis. There are no materially significant related
party transactions made by the Company with the Promoters, Key Management Personnel or other
designated persons which may have potential conflict with the interest of the Company at large.
However, the related party transactions are given in Annexure-A.

9. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors
to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed
thereunder.

10. PARTICULARS OF EMPLOYEES

Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule
5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, will made available to the shareholders on their request.

11. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of this Annual Report in
compliances with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as
Annexure ''B''.

12. ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed
thereunder, the extract of the Annual Return of the Company for the financial year 2024-25 is
available on the website of the Company.

13. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY

During the year under review, the Company has no Subsidiary/Joint Venture/ Associate Company

14. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND TOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED
FINANCIAL STATEMENT

The Company has no subsidiaries, associates and joint venture companies so this point is not applicable
on the Company.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

Auditors have not reported any frauds during the year under review.

16. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

17. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and
Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the
Companies (Accounts) Rules, 2014 is given in Annexure ''C'' to this Report.

18. BOARD MEETINGS OF THE COMPANY

The Board met 06 times during the financial year. During the 12 month period ended 31^st March, 2025.
Board Meetings were held on 29.05.2024, 12.08.2024, 16.09.2024, 13.11.2024, 12.02.2025, 22.02.2025.

Details of attendance of each Director at various meetings of the Company is as follows:

Name of The	Designation	Category	No. of Board Meetings Attended	Last AGM
Director				attended
Mr. Anil Kumar	Director	Non-Executive &	06	Yes
Sharma		Independent Director
Mr. Chaitanya	Director	Executive Director	06	Yes
Chaudhry
Mr. Rajeev Kumar	Director	Non-Executive &	06	Yes
Singhal		Independent Director
Ms. Vaishali	Director	Non-Executive	06	Yes
Chaudhry		Director

19. COMMITTEES OF THE BOARD

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Shareholders Relationship Committee and.

3. Nomination & Remuneration Committee.

1. Audit Committee

During the F.Y 2024-25, the Audit Committee of Company comprising of:

? Mr. Anil Kumar Sharma (Non-Executive & Independent Director),

? Mr. Rajeev Kumar Singhal (Non-Executive & Independent Director) and

? Ms. Vaishali Chaudhry (Non-Executive)

The constituted Audit Committee also meets the requirements under Section 177 of the Companies
Act, 2013.

Due to the unfortunate demise of Mr. Anil Kumar Sharma, Non-Executive & Independent
Director, on 10th March 2025, the Board, at its meeting held on 24th April 2025, recorded the same.
The Board of Directors further nominated Mr. Rajeev Kumar Singhal, Non-Executive &
Independent Director, as the Chairman of the Audit Committee.

? The Audit Committee was reconstituted by the Board of Directors at its meeting held on 21st
May, 2025, with the induction of Mr. Vikas Tyagi, Non-Executive & Independent Director, as a
Member.

The terms of reference of the Audit Committee, interalia, include overseeing financial reporting
process, reviewing the financial statements and recommending appointment of Auditors.

During the year under review, the Committee met Four times on 29.05.2024, 12.08.2024, 13.11.2024
and 12.02.2025

The Composition of Audit Committee is as follows as on 31^st March, 2025:

Name of the Director	Category	Number of meetings during the financial year 2024-25
		Held	Attended
Mrs. Vaishali Chaudhry	Non-Executive Director	4	4
Mr. Anil Kumar Sharma	Non-Executive Director &	4	4
	Independent Director
Mr. Rajeev Kumar Singhal	Non-Executive Director &	4	4
	Independent Director

2. Nomination and Remuneration Committee

During the F.Y 2024-25, the Nomination and Remuneration Committee of Company comprising of:

? Mr. Anil Kumar Sharma (Non-Executive & Independent Director),

? Mr. Rajeev Kumar Singhal (Non-Executive & Independent Director) and

? Ms. Vaishali Chaudhry (Non-Executive)

The constituted NRC Committee also meets the requirements under Section 178 of the Companies
Act, 2013.

Due to the unfortunate demise of Mr. Anil Kumar Sharma, Non-Executive & Independent
Director, on 10th March 2025, the Board, at its meeting held on 24th April 2025, recorded the same.
The Board of Directors further nominated Mr. Rajeev Kumar Singhal, Non-Executive &
Independent Director, as the Chairman of the NRC Committee.

? The NRC Committee was reconstituted by the Board of Directors at its meeting held on 21st
May, 2025, with the induction of Mr. Vikas Tyagi, Non-Executive & Independent Director, as a
Member.

During the year under review, the Committee met two time on 16.09.2024 and 22.02.2025.

The Composition of Nomination and Remuneration Committee is as follows as on 31^st March,
2025:

Name of the Director	Category	Number of meetings during the financial year 2024-25
		Held	Attended
Mr. Vaishali Chaudhry	Non-Executive Director	2	2
Mr. Anil Kumar Sharma	Non-Executive Director &	2	2
	Independent Director

Mr. Rajeev Kumar Singhal	Non-Executive Director &	2	2
	Independent Director

The Committee''s scope of work includes identifying the persons who are qualified to become
directors and who may be appointed in senior management and recommend to the Board their
appointment and removal and carry out evaluation of every director''s performance, deciding on
remuneration and policy matters related to remunerations of Directors and laying guidelines for
remuneration package or compensation.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment
and remuneration for the directors, key managerial personnel and other employees. The
nomination and remuneration policy is annexed marked Annexure ''D''.

3. Stakeholders Relationship Committee(SRC):

During the F.Y 2024-25, the Stakeholders Relationship Committee of Company comprising of:

? Mr. Anil Kumar Sharma (Non-Executive & Independent Director),

? Mr. Rajeev Kumar Singhal (Non-Executive & Independent Director) and

? Ms. Vaishali Chaudhry (Non-Executive)

Due to the unfortunate demise of Mr. Anil Kumar Sharma, Non-Executive & Independent
Director, on 10th March 2025, the Board, at its meeting held on 24th April 2025, recorded the same.
The Board of Directors further nominated Mr. Rajeev Kumar Singhal, Non-Executive &
Independent Director, as the Chairman of the SRC Committee.

? The SRC Committee was reconstituted by the Board of Directors at its meeting held on 21^st
May, 2025, with the induction of Mr. Vikas Tyagi, Non-Executive & Independent Director, as a
Member.

The Committee inter alia approves issue of duplicate share certificates and oversees and reviews
all matters connected with the securities transfer. The Committee also looks into redressal of
shareholders complaints like transfer/transmission of shares, non- receipt of Annual Report, non¬
receipt of declared dividends, etc. During the year, nil complaints were received from investors in
respect of share transfers.

During the year under review, the Committee met one time on 07.01.2025.

Name of the Director	Category	Number of meetings during the financial year 2024-25
		Held	Attended
Mrs. Vaishali Chaudhry	Non-Executive Director	1	1
Mr. Anil Kumar Sharma	Non-Executive Director &	1	1
	Independent Director

Mr. Rajeev Kumar	Non-Executive Director &	1	1
Singhal	Independent Director

20. OVERALL REMUNERATION

Details of all elements of remuneration paid to all the Directors are given in the Corporate
Governance Report. Details of remuneration as required under Section 197(12) of Companies Act
2013 read with Rule V of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in this report.

21. CORPORATE GOVERNACE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Compliance with the Corporate Governance provisions shall not be applicable to our Company as
paid up Equity Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees
Twenty Five Crores as on the last day of the previous financial year.

22. CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are
not attracted to the Company yet the Company has been, over the years, pursuing as part of its
corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere
philanthropic gestures and integrates interest, welfare and aspirations of the community with those
of the Company itself in an environment of partnership for inclusive development.

23. BOARDS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

While selecting Directors, the Company looks for an appropriate balance of skills, experience,
independence and knowledge to enable them discharge their respective duties and responsibilities
effectively. The Company has laid down a clear Policy on remuneration of Directors, Key Managerial
Personnel and other employees.

24. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

25. APPOINTMENT OF COMPANY SECRETARY

The Company has appointed Mr. Manowar Ali, an Associate Member of the Institute of Company
Secretaries of India, as Company Secretary of the Company to hold the office w.e.f. 22^nd February,
2025.

*The Board of Director had taken resignation of Mr. Shadman Khan, an Associate Member of the
Institute of Company Secretary of India in the meeting held on 16^th September, 2024

26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES

In order to ensure that the activities of the Company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty, integrity and
ethical behavior, the Company has adopted a vigil mechanism policy. This policy is has been
uploaded on the website of the Company- www.nirajispat.in.

27. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere
Irrespective of gender, caste, creed or social class of the employees.

The Internal Complaints Committees (ICC) is not constituted due to the lack of number of female
employees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Therefore, the Company has organized an awareness programme for the female
employee in respect to spread the awareness of this Act and has informed them to file any complaint
of Sexual harassment caused at workplace to the Local Complaints Committee (LCC) Constituted in
every District as per the provision of Section 5 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the
year.

• No. of complaints received - NIL

• No. cases has been pending - Nil

• No. of complaints disposed off - NIL

28. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3(c) of the Companies Act, 2013, with respect to Directors Responsibility
statement, it is hereby confirmed that:-

(i) In the preparation of the Annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any.

(ii) The Directors have selected such accounting policies 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 at the end of the financial year and of the profit or loss of
the Company for that period.

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

(iv) The Directors have prepared the annual accounts for the financial year ended 31st March, 2025

on a going concern basis.

(v) The Director had laid down internal financial controls to be followed by company and that
internal financial controls are adequate and operating effectively.

(vi) The Director had devised proper system to ensure compliance with provision of all applicable
laws and such is adequate and operating effectively.

29. DETAILS OF MATERNITY BENEFIT TO BE PROVIDED BY THE COMPANY IN THE
DIRECTORS'' REPORT FOR THE YEAR 2024-2025 UNDER THE MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during the leave period, and post¬
maternity support such as nursing breaks and flexible return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that
upholds the rights and welfare of its women employees in accordance with applicable laws.

30. PREVENTION OF INSIDER TRADING

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 Code requires
pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading Window is
closed. The Board is responsible for implementation of the Code.

31. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE
ACCOUNT

During the year under review, no shares were held in Demat suspense account or unclaimed suspense
account of the Company.

32. AUDITORS

i. Statutory Auditors

M/s Sanjeev Anand & Associates, Chartered Accountants, the Statutory Auditors of the Company
hold the office from the conclusion of the 37th Annual General Meeting until the conclusion of the 42nd
Annual General Meeting at such remuneration as may mutually be agreed upon between the auditors
and the Board of Directors of the Company

The Company has received letter from them to the effect that their appointment, if made, would be
within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not
disqualified for such appointment within the meaning of Section 139 (1) of the said Act.

ii. Internal Auditor

Pursuant to provisions of section 138 of the Companies Act, 2013 the Company has appointed M/^s-
Vipin Kumar & Company, Chartered Accountant to undertake the Internal Audit of the Company.
During the year internal Auditor has no observation.

iii. Secretarial Auditor

The secretarial audit of the Company has been conducted by M/s. V Kumar and Associates, Company
Secretaries (COP No.:10438, FCS: 8976) and their report on the secretarial audit for the year under
review is annexed hereto is attached as ANNEXURE ''E''.

Pursuant to the SEBI (LODR) Regulation, 2015, and based on the recommendation of the board of
Director of the company, It is proposed to appoint M/s. V Kumar and Associates, Practicing Company
Secretary (Membership No.:8976 and Certificate of Practice No.: 10438), as the Secretarial Auditor of
the Company, to hold the office for the period of 5 (five) consecutive financial Year Commencing from
April 1, 2025 till March 30, 2030.

Accordingly, an Item for appointment of M/s. V Kumar and Associates as the Secretarial Auditor of
the Company is being Placed at the ensuring AGM for approval of Member. Information about the
proposed appointment is given in the Notice of AGM which form part of this Annual Report.

33. AUDITORS REPORT

All Observations made in the Independent Auditors'' Report and Notes forming part of the Financial
Statements are self-explanatory and no qualifications, reservations or adverse remarks have been made
by the Statutory Auditors in the said Report.

34. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

During the period under review, it was observed that the Company did not appoint a qualified
Company Secretary within the prescribed time as required under Regulation 6(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. As a result, SEBI imposed a penalty of
^61,360/-, which the Company has duly paid on 06.06.2025.

*The Company has since complied with the requirement and appointed a qualified Company Secretary.
The management has assured that necessary steps have been taken to avoid recurrence of such non¬
compliance.

35. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and
Disclosure Requirement) Regulations 2015, a separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman of the Board who were evaluated on
parameters such as level of engagement and contribution and independence of judgment thereby

safeguarding the interest of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman and the
Non Independent Directors was carried out by the Independent Directors. The Board also carried
out annual performance evaluation of the working of its Audit, Nomination and Remuneration as
well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the
evaluation process.

36. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT MADE UNDER 186 OF THE
COMPANIES ACT, 2013.

The Company has given Loan or Guarantee or made Investment under Section 186 as per the limits
specified under Sec 186(2) of the Companies Act 2013.

37. SHARE CAPITAL

A. Increase in Authorized Share Capital and Preferential Allotment of Shares

During the year under review, there is no change in Authorized Capital of the Company.

B. Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure is
required as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014

C. Issue of sweat equity shares

Company has not issued sweat equity shares, so no disclosure is required as per rule 8(13)
of the Companies (Share Capital and Debentures) Rules 2014.

D. Issue of employee stock options

Company has not issued employee stock options, so no disclosure is required as per rule
12(9) of the Companies (Share Capital and Debentures) Rules 2014.

E. Provision of money by Company for purchase of its own share by employees or by trustee
for the benefit of employees

The Company has not made any provision for purchase of its own share by employees or by
trustee for the benefit of employees so no disclosure is required as per rule 16(4) of the
Companies (Share Capital and Debentures) Rules 2014.

38. DETAILS IN RESPECT OF ADEQUACY OF INTERIAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENT

The Company has adequate internal financial control system commensurate with the size of the

Company and the nature of its business with regards to purchase of Fixed Assets. The activities of the
Company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures
for ensuring the orderly and efficient conduct of its business, including adherence to Company''s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial
information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based
on the following parameters:

(a) Familiarity with Policies and Procedures - the related policies and procedures and the
changes there to ,if any ,are communicated to the employees at the time of joining and it is
ensured that such person understands the policies or procedures correctly.

(b) Accountability of Transactions - There is a proper delegation of authorities and responsibilities so
as to ensure accountability of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of
information, reconciliation procedure and multiple checking at different level have been adopted.
To avoid human error, computer software is extensively used.

(d) Retention and Filing of Base Documents - All the source documents are properly filed and stored
in a safe manner. Further, important documents, depending upon their significance are also
digitized.

(e) Segregation of Duties - It is ensured that no person handles all the aspects of a transaction. To avoid

any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(f) Timeliness - It is also ensured that all the transactions are recorded and reported in a timely
manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company
from time to time. There has also been proper reporting mechanism implemented in the
organization for reporting any deviation from the procedures.

39. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Since there was no unpaid/unclaimed dividend declared and paid in past years, the provisions of
Section 125 of the Companies Act, 2013, do not apply.

40. SEGMENT

The Company is engaged in the business of manufacturing of Polyester Buttons which are governed
by the same set of risks and returns and as such are in the same segment.

41. RISK MANAGEMENT POLICY

Company has implemented proper risk management policy including identification therein of element
of risk.

42. LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS

In Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report, Declaration regarding Non
applicability of Corporate Governance Report and Director''s declaration confirming compliance with
the Code of Conduct has been made part of this report.

43. DISCLOSURE ABOUT THE APPLICABILITY OF COST AUDIT SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013.

The provision of the section 148 of the Companies Act, 2013 read with Rules 14 of the Companies (Audit
& Auditors) rules, 2014 is not applicable to the company.

44. GENERAL

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and company''s operations in future.

4. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year along with status at the end of the financial year: NA

5. Details of difference between the amount of valuation done at the time of one time settlement and
valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof:
NA

45. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the
Notice of 40th Annual General Meeting of the Company including the Annual Report for FY 2024-25
are being sent to all Members whose e-mail addresses are registered with the Company /Depository
Participant(s).

46. EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet of the Company for the year ended on
March 31, 2025

47. ACKNOWLEDGEMENT

Your Directors wish to place on record and acknowledge their appreciation for the continued support
and co- operation received from Government agencies and the shareholders. Your Directors also
record their appreciation for the total dedication of employees at all levels.

For and on behalf of the Board of Directors
Niraj Ispat Industries Limited

Place: New Delhi

Date: 02.09.2025 Sd/- Sd/-

Vaishali Chaudhry Chaitanya Chaudhary

Director Director

DIN: 01719640 DIN: 06813394

Address: KD-46, Kavi Nagar Address: KD-46, Kavi Nagar

Ghaziabad-201002, Uttar Pradesh Ghaziabad-201002, Uttar Pradesh

---

Mar 31, 2024

Your Directors feel pleasure in presenting their 39^th Annual Report together with the Audited
Statements of accounts for the Financial Year ended on 31^st March, 2024.

FINANCIAL RESULTS

The performance of the Company for the financial year ended on 31^st March, 2024 is summarized
below:

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
	(in lakhs)	(in lakhs)
Total Income	408.33	627.38
Total Expenses	298.12	404.61
Profit/ Loss before Taxation	110.2	222.77
Provision for Income Tax	28.97	56.48
Total Tax Expense	29.19	55.95
Profit/(Loss) After Tax	81.02	166.80

DIVIDEND

Your Directors intend to plough back available resources for financial requirements and express their
inability to recommend any dividend for the financial year.

RESERVES

The Company has transferred Rs. 5,00,000/- from the statement of profit and loss to general reserve
during the year under review.

BUSINESS OPERATIONS

The fiscal year 2023-24 was a period of relative stability. During the year under review, our Company
achieved a profit of Rs. 110.20 Lacs before tax as against profit Rs. 222.77 Lacs in the preceding
financial year. Your company hopes to increase its presence in the business in the Coming years, which
may increase the top line and also its stability.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consist of Four (4) Directors and One (1) CFO.

Mr. Chaitanya Chaudhry (Executive Director cum CEO), Ms. Vaishali Chaudhry (Non-Executive
Director), Mr. Anil Kumar Sharma (Non Executive and Independent Director) and Mr. Rajeev Kumar
Singhal (Non- Executive Director and Independent Director) and Mr. Niraj Chaudhry (CFO) as on end of
the Financial Year.

Mr. Chaitanya Chaudhry (DIN:06813394) who retires by rotation at this meeting, and being eligible,
offers himself for re-appointment, be and is hereby appointed as a director of the Company liable to
retires by rotation.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which
would impact the going concern status of the company.

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

No material changes and commitment affecting the financial position of the company have occurred
between the end of the financial year to which this financial statements relate and the date of this report.

RELATED PARTY TRNSACTIONS

All the related party transactions that were entered into during the financial year were in the ordinary
course of Company''s business and on arm''s length basis. There are no materially significant related
party transactions made by the Company with the Promoters, Key Management Personnel or other
designated persons which may have potential conflict with the interest of the Company at large.
However the related party transactions are given in Annexure-A.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of this Annual Report in compliances
with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as Annexure ''B''.

ANNUAL RETURN

The extract of the Annual Return in Form No. MGT-9 as per Section 92 of the Companies Act 2013 is
annexed as Annexure ''C''

SUBSIDIARIES. TOINT VENTURE AND ASSOCIATE COMPANY

During the year under review, the Company has no Subsidiary/Joint Venture/ Associate Company

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND
TOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The Company has no subsidiaries, associates and joint venture companies so this point is not applicable
on the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

Auditors have not reported any frauds during the year under review.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and
Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the
Companies (Accounts) Rules, 2014 is given in Annexure ''D'' to this Report.

BOARD MEETINGS OF THE COMPANY

The Board met 04 times during the financial year. During the 12 months period ended 31^st March, 2024.
Board Meetings were held on 10.04.2024, 26.05.2023, 27.06.2024, 06.09.2024, 11.08.2023, 10.11.2023,
09.02.2024.

Details of attendance of each Director at various meetings of the Company is as follows:

Name of The Director	Designation	Category	No. of Board Meetings	Last AGM attended
Mrs. Vaishali Chaudhry	Director	Non-Executive Director	07	Yes
Mr. Anil Kumar Sharma	Director	Non-Executive & Independent Director	07	Yes
Mr. Chaitanya Chaudhry	Director	Executive Director	07	Yes
Mr. Rajeev Kumar Singhal	Director	Non-Executive & Independent Director	07	Yes

COMMITTEES OF THE BOARD

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Shareholders Relationship Committee and.

3. Nomination & Remuneration Committee.

1. Audit Committee

The Audit Committee of Company comprising of Mr. Anil Kumar Sharma (Non-Executive &
Independent Director), Mr. Rajeev Kumar Singhal (Non-Executive & Independent Director) and Ms.
Vaishali Chaudhry (Non-Executive Director). The constituted Audit Committee also meets the
requirements under Section 177 of the Companies Act, 2013.

The Chairman of the Committee is Mr. Anil Kumar Sharma, a Non-Executive & Independent Director
nominated by the Board.

The terms of reference of the Audit Committee, interalia, include overseeing financial reporting
process, reviewing the financial statements and recommending appointment of Auditors.

During the year under review, the Committee met Four times on 26.05.2023, 11.08.2023,
10.11.2023 and 09.02.2024.

The Composition of Audit Committee is as follows:

Name of the Director	Category	Number of meetings during the financial year 2023-24
		Held	Attended
Mrs. Vaishali Chaudhry	Non-Executive Director	4	4
Mr. Anil Kumar Sharma	Non-Executive & Independent Director	4	4
Mr. Rajeev Kumar Singhal	Non-Executive & Independent Director	4	4

2. Nomination and Remuneration Committee

The Nomination and Remuneration of Company comprising of Mr. Anil Kumar Sharma (Non¬
Executive & Independent Director), Mr. Rajeev Kumar Singhal (Non-Executive & Independent
Director) and Ms. Vaishali Chaudhry (Non-Executive Director).

The Chairman of the Committee is Mr. Anil Kumar Sharma, a Non-Executive & Independent Director
nominated by the Board.

The Composition of Nomination and Remuneration Committee is as follows:

Name of the Director	Category	Number of meetings during the financial year 2023-24
		Held	Attended
Mr. Vaishali Chaudhry	Non-Executive Director	1	1
Mr. Anil Kumar Sharma	Non-Executive & Independent Director	1	1
Mr. Rajeev Kumar Singhal	Non-Executive & Independent Director	1	1

The Committee''s scope of work includes identifying the persons who are qualified to become
directors and who may be appointed in senior management and recommend to the Board their
appointment and removal and carry out evaluation of every director''s performance, deciding on
remuneration and policy matters related to remunerations of Directors and laying guidelines for
remuneration package or compensation.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment
and remuneration for the directors, key managerial personnel and other employees. The nomination
and remuneration policy is annexed marked Annexure ''E''.

3. Stakeholders Relationship Committee(SRC):

The Stakeholders Relationship Committee of Company comprising of Mr. Anil Kumar Sharma (Non¬
Executive & Independent Director), Mr. Rajeev Kumar Singhal (Non-Executive & Independent
Director) and Ms. Vaishali Chaudhry (Non-Executive Director).

The Chairman of the Committee is Mr. Anil Kumar Sharma, a Non-Executive & Independent Director
nominated by the Board.

The Committee inter alia approves issue of duplicate share certificates and oversees and reviews all
matters connected with the securities transfer. The Committee also looks into redressal of
shareholders complaints like transfer/transmission of shares, non- receipt of Annual Report, non
receipt of declared dividends, etc. During the year, nil complaints were received from investors in
respect of share transfers.

During the year under review, the Committee met one time on 21.01.2024.

Name of the Director

Category

Number of meetings during the financial year 2023-24

				Held	Attended
Mrs. Vaishali Chaudhry	Non-Executive Director			1	1
Mr. Anil Kumar Sharma	Non-Executive Director	&	Independent	1	1
Mr. Rajeev Kumar Singhal	Non-Executive Director	&	Independent	1	1

OVERALL REMUNERATION

Details of all elements of remuneration paid to all the Directors are given in the Corporate Governance
Report. Details of remuneration as required under Section 197(12) of Companies Act 2013 read with
Rule V of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
in this report.

CORPORATE GOVERNACE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Compliance with the Corporate Governance provisions shall not apply in respect of the listed entity
having paid up Equity Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding
Rupees Twenty Five Crores as on the last day of the previous financial year. However, as a good
governance practice, the certificate on Corporate Governance is annexed and form part of this report as
Annexure ''F''.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not
attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate
philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures
and integrates interest, welfare and aspirations of the community with those of the Company itself in
an environment of partnership for inclusive development.

BOARDS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

While selecting Directors, the Company looks for an appropriate balance of skills, experience,
independence and knowledge to enable them discharge their respective duties and responsibilities
effectively. The Company has laid down a clear Policy on remuneration of Directors, Key Managerial
Personnel and other employees.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

APPOINTMENT OF COMPANY SECRETARY

The Company has already appointed Mr. Shadman Khan, an Associate Member of the Institute of

Company Secretaries of India, as Company Secretary of the Company to hold the office w.e.f. 09^th

February, 2023.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES

In order to ensure that the activities of the Company and its employees are conducted in a fair
and transparent manner by adoption of highest standards of professionalism, honesty,
integrity and ethical behavior, the Company has adopted a vigil mechanism policy. This policy
is has been uploaded on the website of the Company- www.nirajispat.in.

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and
has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. No case was reported during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3(c) of the Companies Act, 2013, with respect to Directors Responsibility

statement, it is hereby confirmed that:-

(i) In the preparation of the Annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any.

(ii) The Directors have selected such accounting policies 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 at the end of the financial year and of the profit or loss of the
Company for that period.

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

(iv) The Directors have prepared the annual accounts for the financial year ended 31st March, 2024 on
a going concern basis.

(v) The Director had laid down internal financial controls to be followed by company and that internal
financial controls are adequate and operating effectively.

(vi) The Director had devised proper system to ensure compliance with provision of all applicable laws
and such is adequate and operating effectively.

AUDITORS

i. Statutory Auditors

M/s Sanjeev Anand & Associates, Chartered Accountants, the Statutory Auditors of the Company hold the
office from the conclusion of the 37th Annual General Meeting until the conclusion of the 42nd Annual
General Meeting at such remuneration as may mutually be agreed upon between the auditors and the
Board of Directors of the Company

The Company has received letter from them to the effect that their appointment, if made, would be within
the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified
for such appointment within the meaning of Section 139 (1) of the said Act.

ii. Secretarial Auditor

The secretarial audit of the Company has been conducted by M/s. V Kumar and Associates, Company
Secretaries (COP No.:10438, FCS: 8976) and their report on the secretarial audit for the year under
review is annexed hereto is attached as ANNEXURE ''G''.

AUDITORS REPORT

All Observations made in the Independent Auditors'' Report and Notes forming part of the Financial
Statements are self-explanatory and no qualifications, reservations or adverse remarks have been made
by the Statutory Auditors in the said Report.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark .
PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations andDR)
Regulations 2015, a separate exercise was carried out to evaluate the performance of individual
Directors including the Chairman of the Board who were evaluated on parameters such as level of
engagement and contribution and independence of judgment thereby safeguarding the interest of the
Company. The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non Independent Directors was carried
out by the Independent Directors. The Board also carried out annual performance evaluation of the
working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee.
The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOAN. GUARANTEES AND INVESTMENT MADE UNDER 186 OF THE COMPANIES
ACT.2013

The Company has given Loan or Guarantee or made Investment under Section 186 as per the limits
specified under Sec 186(2) of the Companies Act 2013.

SHARE CAPITAL

A. Increase in Authorised Share Capital and Preferential Allotment of Shares

During the year under review, there is no change in Authorised Capital of the Company.

B. Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure is required
as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014

C. Issue of sweat equity shares

Company has not issued sweat equity shares, so no disclosure is required as per rule 8(13) of
the Companies (Share Capital and Debentures) Rules 2014.

D. Issue of employee stock options

Company has not issued employee stock options, so no disclosure is required as per rule 12(9) of
the Companies (Share Capital and Debentures) Rules 2014.

E. Provision of money by Company for purchase of its own share by employees or by trustee
for the benefit of employees

The Company has not made any provision for purchase of its own share by employees or by
trustee for the benefit of employees so no disclosure is required as per rule 16(4) of the
Companies (Share Capital and Debentures) Rules 2014.

DETAILS IN RESPECT OF ADEQUACY OF INTERIAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENT

The Company has adequate internal financial control system commensurate with the size of the
Company and the nature of its business with regards to purchase of Fixed Assets. The activities of the
Company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures for
ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on
the following parameters:

(a) Familiarity with Policies and Procedures - the related policies and procedures and the
changes there to ,if any ,are communicated to the employees at the time of joining and it is ensured
that such person understands the policies or procedures correctly.

(b) Accountability of Transactions - There is a proper delegation of authorities and responsibilities so as
to ensure accountability of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of
information, reconciliation procedure and multiple checking at different level have been adopted. To
avoid human error, computer software is extensively used.

(d) Retention and Filing of Base Documents - All the source documents are properly filed and stored in a

safe manner. Further, important documents, depending upon their significance are also digitized.

(e) Segregation of Duties - It is ensured that no person handles all the aspects of a transaction. To avoid

any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(f) Timeliness - It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from
time to time. There has also been proper reporting mechanism implemented in the organization for
reporting any deviation from the procedures.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend declared and paid in past years, the provisions of Section
125 of the Companies Act, 2013, do not apply.

SEGMENT

The Company is engaged in the business of manufacturing of Polyester Buttons which are governed by
the same set of risks and returns and as such are in the same segment.

RISK MANAGEMENT POLICY

Company has implemented proper risk management policy including identification therein of element of
risk.

ACKNOWLEDGEMENT

Your Directors wish to place on record and acknowledge their appreciation for the continued support
and co- operation received from Government agencies and the shareholders. Your Directors also record
their appreciation for the total dedication of employees at all levels.

For and on behalf of the Board of Directors
For Niraj Ispat Industries Limited

Place: New Delhi

Date: 12.08.2024 Sd/- Sd/-

Vaishali Chaudhry C haitanya Chaudhary

Director Director

DIN:01719640 DIN:06813394

Address: KD-46, Kavi Nagar Address: KD-46, Kavi Nagar

Ghaziabad-201002, Uttar Pradesh Ghaziabad-201002, Uttar Pradesh