Nitiraj Engineers Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

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)

Particulars	Financial Statement
	2024-25	2023-24
Income from Operations	7,651.72	10,043.61
Other Income	90.82	99.59
Total revenue	7,742.54	10,143.20
Operating Costs	6,728.74	8,213.14
Profit before depreciation	1,013.80	1,930.06
Depreciation	351.38	335.86
Profit before exceptional item and Tax	662.42	1,594.20
Exceptional Item	0.00	0.00
Profit before Tax (PBT)	662.42	1,594.20
Tax expense	179.31	390.66
Profit for the year (PAT)	483.11	1,203.55
Basic EPS	4.71	11.74

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.

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

(f) Prevention of Sexual Harassment Committee

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

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

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

During the year ended 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.

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

https://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]

Particulars	Utilization planned as per prospectus	Balance Amount to be utilized as on 31stMarch, 2023	Utilization of IPO proceeds as during the FY 2023-24	Balance Amount to be utilized as on 31st March, 2024	Utilization of IPO proceeds as during the FY 2024-25	Balance Amount to be utilized as on 31st March, 2025
Development of new products	525.00	-	-	-	-	-
Setting up manufacturing Unit for the existing and ne range of products	575.00	-	-	-	-	-
Expansion of Marketing Network and Brand building	500.00	30.93	30.93	-	-
General Corporate Purposes	500.00	-	-	-	-	-
Issue Expenses	100.80	22.92	-	22.92	-	22.92
Total	2200.80	53.85	30.93	22.92	-	22.92

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)

Particulars	2024-25	2023-24
Foreign Exchange Earnings	19.08	19.59
Foreign Exchange Outgo	317.09	427.33

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:

	CDSL	NSDL	TOTAL
Share in DEMAT	17,04,114	85,46,886	1,02,51,000
Physical Shares	NIL	NIL	NIL

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

---

Mar 31, 2024

Your directors are pleased to present the 25^th Annual Report on the business and operation of theCompany together with the Audited Financial Accounts for the year ended 31^st March, 2024.

1. Financial Highlights

Financial results of your Company for the year ended 31^st March 2024 are summarized below.(Standalone)

(Amount in Lac''s)
Particula	Financial Statement
rs	2023-24	2022-23
Income from Operations	10,043.61	4607.95
Other Income	99.59	47.02
Total revenue	10143.20	4654.97
Operating Costs	8,213.14	4286.03
Profit before depreciation	1,930.06	368.94
Depreciation	335.86	368.06
Profit before exceptional item and Tax	1,594.20	0.89
Exceptional Item	0.00	18.89
Profit before Tax (PBT)	1,594.20	(18.00)
Tax expense	390.66	19.05
Profit for the year (PAT)	1,203.55	(37.05)
Basic EPS	11.74	(0.36)

2. Highlights Of Performance:-

Total Revenue for the year 2023-24 is Rs. 10,043.61 lacs as compared to Rs. 4607.95 lacs in the previous year. Profit before Tax for the year was Rs. 1594.20 lacs as compared to Loss of Rs. (18.00) lacs in the previous year. Profit after Tax for the year was Rs. 1203.55 Lacs as compared to Loss of Rs.(37.05) lacs in the previous year.

3. Change In the Nature of Business, If Any

There is no change in the nature of business carried out by the Company in the Year 2023-24.

The company is engaged in the manufacturing of industrial electrical equipment, viz Electronic Weighing Scales & Systems Currency Counting Machines Digital Fare Meters Home & Hotel Automation Products Health Measurement Products. Additionally, as of October 3rd, the company has planning to expand its operations to include the manufacturing of drones.

4. Share Capital

There is no change in Share Capital of the company during financial year 2023-24.

5. Transfer To Reserves

The Board of the Company has decided to transfer profit of Rs.1203.55 Lacs to the Reserves of the Company as on 31^st March 2024.

6. Capital Structure

The capital structure of the company as on 31.03.2024 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 issuedany shares with differential voting rights or sweat equity or granted stock options.

7. Dividend

The Board of Directors has recommended dividend of Rs. 1.50 per fully paid up equity share of Rs.10/- each for the financial year ended March 31, 2024. This payment of dividend is subject to approval of members of the Company at ensuing Annual General Meeting of the Company.

8. Change In Name

The company has not changed its name during financial year 2023-24.

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, NonExecutive 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 N on-Executive Director

6 Mr. Deepam Pradeep Shah Independent Director Non-Executive Director

7 Mr. Avinash Rajaram Chandsarkar Independent Director Non-Executive Director

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

During the Financial Year 2023-24, company appointed 2 directors as on 5^th February, 2024 Mr. Gajendra Sharadchandra Deshmukh as an additional Director and Mr. Pradeep Chandrakant Shah as an additional Independent Director Non-Executive Director. After Financial Year end but before this annual report both directors were normalized.

(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, Mrs. Shakuntala Rajesh Bhatwal (DIN No- 01953906),

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.

(c) Company Secretary & Compliance Officer:

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

(d) Chief Financial Officer:

There is no change during the Financial Year 2023-24. After the end of financial year 2023-24, Mr. Kailash Agrawal resigned from the post of CFO and Mr. Ashishkumar Sharma appointed as CFO on 18^th June, 2024.

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

a. Regularization of Mr. Gajendra Sharadchandra Deshmukh as a Whole Time Director on 4^th April, 2024 who appointed as an Additional Executive Director on 5^th February, 2024.

b. Regularization of Mr. Pradeep Chandrakant Shah as a Non-Executive Independent Director on 4^th April, 2024 who appointed as an Additional Non-Executive Director on 5^th February, 2024.

c. Board of Directors in their meeting held on 5^th February, 2024 added New Main object clauses / ancillary clauses in addition to existing clauses of the Memorandum of Association of the Company which is approved by members of the company by postal ballot.

d. Resignation of Mr. Kailash Agrawal from the post of Chief financial Officer and appointment of Mr. Ashishkumar Gopalkrushna Sharma on his place.

11. Meetings Of Board of Director and Shareholders

During the year 2023-24 Nine Board of Directors meetings were held and Six audit committee meetings and Three nomination and remuneration committee meetings and Two stakeholders'' relationship committee meetings were held and the intervening gap between meetings was within the period prescribed under Secretarial Standards applicable to the company. During the Financial Year 2023-24, there were Two shareholder meeting conducted.

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 includingthe 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 provided under Sub - section (3) 178, is explained in the corporate governance report.

14. Details Of Remuneration to Directors: -

The remuneration paid to the Directors is in accordance with the recommendations of 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 2023-24, 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 Monday, 23^rd October, 2023 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) Avinash Chandsarkar

(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. Committees Of the Board

Currently, the Board has Six Committees: - The Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Internal Complaints Committee, Sexual Harassment Committee. All Committees, except the Corporate Social Responsibility Committee, Internal Complaints Committee and, Sexual Harassment Committee consist of Independent Directors.

(a) Audit Committee

The Board has constituted Audit Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

Name of the Member	Designation
Mr. Pranit Anil Bangad (ID)	Chairperson
Mr. Deepam Pradeep Shah (ID)	Member
Mr. Rajesh Raghunath Bhatwal (ED)	Member

(b) Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required under CompaniesAct, 2013. The Composition of the Committee is as under:

Name of the Member	Designation
Mr. Deepam Pradeep Shah (ID)	Chairperson

Mr. Pranit Anil Bangad (ID)	Member
Mr. Avinash Rajaram Chandsarkar (ID)	Member

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

(c) Stakeholder Relationship Committee: -

The Board has constituted Stakeholder Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”).

Name of the Member	Designation
Mr. Pradeep Chandrakant Shah (ID)	Chairperson
Mr. Avinash Rajaram Chandsarkar (ID)	Member
Mr. Gajendra Sharadchandra Deshmukh (ED)	Member

(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 CSRProjects 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.

During the financial year 2023-24, it was observed that CSR provisions not applicable to company, as company not satisfying criteria mentioned in section 135 of companies act, 2013.

The Corporate Social Responsibility Committee comprises the following:

The Composition of the Committee is as under:

	Designation
Mr. Pranit Anil Bangad(ID)	Chairman
Mr. Avinash Rajaram Chandsarkar(ID)	Member
Mr. Rajesh Raghunath Bhatwal(ED)	Member

(e) Investor Grievance Redressal Policy

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

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

(f) Prevention of Sexual Harassment Committee

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

Name of the Member	Designation
Mr. Deepam Shah (ID)	Chairman
Mr. Avinash Rajaram Chandsarkar (ID)	Member
Mr. Rajesh Raghunath Bhatwal (ED)	Member
Mrs. Shakuntala Rajesh Bhatwal (ED)	Member

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

During the year ended 31^st March, 2024, 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 Harassmentof 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” asrequired under section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) Act, 2013. During the year under review, no complaint of harassment at the workplace was received by the Committee.

19. 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.

20. 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.

21. Policy On Preservation of The Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documentsfrom getting manhandled, while at the same time avoiding superfluous inventory of Documents.

22. 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/Policv-on-determination-of-Materialitv-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 andto provide an overall governance framework for such determination of materiality.

23. Auditors :

a. Statutory Auditors:-

The Board of Director of the Company had appointed M/s. Sharp Aarth & Co, LLP Chartered Accountants, Jalgaon (FRN: 132748W), Statutory Auditors through Postal ballot dated on 16^th August 2022. In this regard, the Company has received certificate from the Auditors to the effect that, if they are appointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Accordingly, proposal for their ratification as Statutory Auditors is being placed before the shareholders for approval at the 24^th Annual General Meeting to hold office from Financial Year 2023-24 to 2026-27.

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 2023-24.

The Secretarial Audit Report in form No MR-3 for the Financial Year 2023-24 form part of the AnnualReport, as Annexure to the Board Report.

c. Cost Auditor:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the Central Government has not prescribed the maintenance of Cost records under section 148(1) of the Companies Act, 2013, for

any of the services rendered by the Company.

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 2023-24.

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.

24. 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 2024. 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.

Dividend Distribution Policy:

Company has also updated DDP on company website on https://nitiraj.net/corporate-govemance/

25. 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 withthe 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-Partv-Transactions-Policy.pdf

However, you may refer to Related Party Transactions as per the Accounting Standards in the Notesforming part of financial statements.

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

27. 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.

28. Investors Education and Protection Fund

During the financial year 2023-24 ended 31^st March 2024 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.

29. 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.

Adequacy of internal financial controls with reference to the financial statements

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.

30. Corporate Governance

The Company being listed on the EMERGE Platform of National Stock Exchange of India Limited therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company. Further The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Hence no Corporate Governance Report is required to be disclosed with Annual Report. It impertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

31. Board Diversity

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

32. Details of Associates

Company don''t have any associate company.

33. Significant And Material Orders Passed By The Regulators Or courts Or Tribunals Impacting TheGoing Concern Status And Company’s Operations In

Future:

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

34. Deposits From Public

The Company has not accepted any Deposits within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

35. Particulars Of Loans, Guarantees Or Investments Under Section 186

The company has not given any loans or provided guarantees or made investments to third partiesin which directors are interested as specified in section 185 of the Companies Act, 2013 during theyear under review.

36. Insurance:

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

37. 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.

38. 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 itself listed 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 2024 is as under:

Utilization of money raised through Initial Public Offer. The utilization of the issue proceeds as on 31^st March 2024 is as under: Utilization planned as per prospectus [Amt. Rs.Lac''s]

Particulars	Utilisation planned as per prospectus	Balance Amount to be utilized as on 31st March, 2022	Utilisation of IPO proceeds During the FY 20222023	Balance Amount to be utilized as on 31st March, 2023	Utilisation of IPO proceeds During the FY 20232024	Balance Amount to be utilized as on 31st March, 2024
Development of new products	525.00	-	127.36	-	-	-
Setting up manufacturing Unit for the existing and new range of products	575.00
Expansion of Marketing Network and Brand building	500.00	206.86	175.93	30.93	30.93	-
General Corporate Purposes	500.00	-	-	-	-	-
Issue Expenses	100.80	22.92	-	22.92	-	22.92
Total	2,200.80	229.78	303.29	53.85	30.93	22.92

39. Certification

Company has obtained ISO 9001:2015.

40. Particulars Of Employees

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 Financial year 2023-24, CSR provisions are not applicable to company, as company not satisfyingcriteria mentioned in section 135 of Companies Act, 2013.

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 Returnas 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 (5) 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 2024, the applicable Accounting Standards have been followed along with proper explanation to material departures.

(b) The Directors have selected Accounting Policies, consulted the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit or loss of the Company, for

that period.

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

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

(e) The Directors, had laid down internal financial controls to be followed by the Company and 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 service;

(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 Rs]
Particulars	2023-24	2022-23
Foreign Exchange Earnings	28,89,599	19,59,260
Foreign Exchange Outgo	8,63,49,450	4,27,33,785

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, 2024, 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, 2024 hereunder:

	CDSL	NSDL	TOTAL
Share in DEMAT	1616861	8634139	10251000
Physical Shares	NIL	NIL	NIL

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 2023- 2024.

52. Suspension of Trading:

There was no occasion wherein the equity shares of the Company have been suspended for tradingduring the FY 2023-2024.

53. 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:

During the FY 23-24, there is no penalty levied or paid by the company. A noncompliance of Regulation 23 (9) of SEBI (LODR) Regulations, 2015 (Listing Regulations) has been observed after the closing of financial year to the date of report and therefore a monetary penalty of Rs. 5,900 (Rupees Five Thousand Nine Hundred only) has been imposed on the company.

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

---

Mar 31, 2023

The Directors are pleased to present the 24^th Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended 31^st March, 2023.

1. Financial Highlights

Financial results of your Company for the year ended 31^st March 2023 are summarized below. (Standalone)

(Amount in Lacs)
Particulars	Financial Statement
	2022-23	2021-22
Income from Operations	4607.95	3962.63
Other Income	47.02	58.22
Total revenue	4654.97	4020.85
Operating Costs	4286.03	3833.65
Profit before depreciation	368.94	187.20
Depreciation	368.06	313.26
Profit before exceptional item and Tax	0.89	(126.06)
Exceptional Item	18.89	319.42
Profit before Tax (PBT)	(18.00)	(445.48)
Tax expense	19.05	(109.74)
Profit for the year (PAT)	(37.05)	(335.74)
Basic EPS	(0.36)	(3.28)

2. Highlights Of Performance:-

Total Revenue for the year 2022-23 is Rs. 4607.95 lacs as compared to Rs. 3962.63 lacs in the previous year. Loss before Tax for the year was Rs. (18.00) lacs as compared to Loss of Rs.(445.48) lacs in the previous year. Loss after Tax for the year was Rs. (37.05) Lacs as compared to Loss of Rs. (335.74) lacs in the previous year.

3. Change In The Nature Of Business, If Any

There is no change in the nature of business carried out by the Company in the Year 2022-23.

4. Share Capital

There is no change in Share Capital of the company during financial year 2022-23.

5. Transfer To Reserves

The Board of the Company has decided to transfer loss of Rs.37.05Lacs to the Reserves of the Company as on 31^st March 2023.

6. Capital Structure

The capital structure of the company as on 31.03.2023 is as follows:

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

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

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

7. Dividend

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

8. Change In Name

The company has not changed its name during financial year 2022-23.

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 6(Six) Directors, out of which 3 are Executive Directors, 3 is Independent Non-Executive Director and is that includes one Woman Director.

The Company has following composition		of the Board:-
1	Mr. Rajesh Bhatwal	Managing Director and Executive Director
2	Mrs. Shakuntala Bhatwal	Whole Time and Women Director
3	Mr.Yi Hung Sin	Whole Time Director
4	Mr. Pranit Anil Bangad	Independent Director Non-Executive Director
5	Mr. Deepam Pradeep Shah	Independent Director Non-Executive Director
6	Mr. AvinashRajaramChandsarkar	Independent Director Non-Executive Director

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

(c) Company Secretary & Compliance Officer.

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

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

There are material changes from the financial year ended 31^st March, 2023 to the date of signing of the Director''s Report are as follows:

Company expanding operations with Three New Branch Offices for EMFR based Analytical Weighing Balances". The company''s latest additions are located in the cities of Ahmedabad(Gujarat), Secunderabad (Telangana), and Cuttack (Odisha).

Company Introduces "PW Series Electronic Weighing Scale with Enhanced Features".

Company received order from, Integrated Child Development Services, Andhra Pradesh, for supply of 19,236 no of "PHOENIX Spring Type Mechanical Weighing Scale (Infant)".

11. Meetings Of Board of Director and Shareholders

During the year 2022-23Eleven Board of Directors meetings were held and five audit committee meetings and four nomination and remuneration committee meetings and three stakeholders'' relationship committee meetings were held and the intervening gap between meetings was within the period prescribed under Secretarial Standards applicable to the company. During the Financial Year 2022-23, there were four shareholder meeting conducted.

12. Board Evaluation

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

specific duties, obligation and governance.

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

13. Company Policy On 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 provided under Sub - section (3) 178, is explained in the corporate governance report.

14. Details Of Remuneration to Directors: -

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 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 2022-23, 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, 24^th November, 2022 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) Avinash Chandsarkar

(iii) Deepam 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. Committees Of The Board

Currently, the Board has Six Committees:-The Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Internal Complaints Committee, Sexual Harassment Committee. All Committees, except the Corporate Social Responsibility Committee, Internal Complaints Committee and, Sexual Harassment

The Board has constituted Audit Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

Name of the Member	Designation
Mr. Pranit Anil Bangad (ID)	Chairperson
Mr. Deepam Pradeep Shah (ID)	Member
Mr. Rajesh Raghunath Bhatwal (ED)	Member

(b) Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

Name of the Member	Designation
Mr. Deepam Pradeep Shah (ID)	Chairperson
Mr. Pranit Anil Bangad (ID)	Member
Mr. Avinash Rajaram Chandsarkar (ID)	Member

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

The Board has constituted Stakeholder Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations").

Name of the Member	Designation
Mr. Pranit Anil Bangad (ID)	Chairperson
Mr. Avinash Rajaram Chandsarkar (ID)	Member
Mr Rajesh Raghunath Bhatwal (ED)	Member

(d) Corporate Social Responsibility Committee

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

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

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

C. Monitor the implementation of the Company''s corporate social responsibility policy.

During the financial year 2022-23, it was observed that CSR provisions not applicable to company, as company not satisfying criteria mentioned in section 135 of companies act, 2013.

The Corporate Social Responsibility Committee comprises the following:

The Composition of the Committee is as under:
	Name of the Member	Designation
	Mr. Pranit Anil Bangad(ID)	Chairman
	Mr. Avinash Rajaram Chandsarkar(ID)	Member
	Mr. Rajesh Raghunath Bhatwal(ED)	Member

(e) Investor Grievance Redressal Policy The Company has adopted an internal policy for Investor Grievance handling, reporting and solving.
	Name of the Member	Designation
	Mr. Pranit Anil Bangad (ID)	Chairman
	Mr. Avinash Rajaram Chandsarkar (ID)	Member
	Mr. Rajesh Raghunath Bhatwal (ED)	Member
	Mrs. Shakuntala Rajesh Bhatwal (ED)	Member

(f) Prevention of Sexual Harassment Committee The company has adopted policy on Prevention of Sexual Harassment Committee.
	Name of the Member	Designation
	Mr. Deepam Shah (ID)	Chairman
	Mr. Avinash Rajaram Chandsarkar(ID)	Member
	Mr. Rajesh Raghunath Bhatwal(ED)	Member
	Mrs. Shakuntala Rajesh Bhatwal(ED)	Member

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

During the year ended 31^st March, 2023, the company has not received any complaint pertaining to sexual harassment.

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

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

19. 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.

20. 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.

21. Policy On Preservation Of The Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

22. 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://investor.nitirai.net/wp-content/uploads/sites/319/2022/09/Policv-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.

23. Auditors :a. Statutory Auditors:-

The Board of Director of the Company had appointed M/s. SHARP AARTH & CO, LLP Chartered Accountants, Jalgaon (FRN: 132748W), Statutory Auditors through Postal ballot dated on 16^th August 2022.

In this regard, the Company has received certificate from the Auditors to the effect that, if they are appointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Accordingly, proposal for their re-appointment as Statutory Auditors is being placed before the shareholders for approval at the 24^th Annual General Meeting to hold office from Financial Year 2023-24 to 2026-27.

b. Secretarial Auditors:

The Board of Directors, on the recommendation of Audit Committee of the company has appointed M/s. D. Sagar & Associates, Aurangabad, Peer Reviewed Firm of Practicing Company Secretaries, having Membership No. F9518 and Certificate Practice No. 11547 as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2022-23.

The Secretarial Audit Report in form No MR-3 for the Financial Year 2022-23 form part of the Annual Report, as Annexure to the Board Report.

c. Cost Auditor:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the Central Government has not prescribed the maintenance of Cost records under section 148(1) of the Companies Act, 2013, for any of the services rendered by the Company.

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 2022-23.

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.

24. 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^stMarch 2023. 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.

25. 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 do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is required, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

A policy on the related party transactions was framed & approved by the Board and posted on the Company''s website at below link: https://investor.nitiraj.net/wp-

content/uploads/sites/319/2022/09/Related-Partv-Transactions-Policy.pdf

However you may refer to Related Party Transactions as per the Accounting Standards in the Notes forming part of financial statements.

26. 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://investor.nitirai.net/wp-content/uploads/sites/319/2022/09/Policy-of-prevention-of-Insider-

Trading.pdf

The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of

any price sensitive information and to prevent any insider trading activity by dealing inshares 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.

27. Credit & Guarantee Facilities

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

28. Investors Education And Protection Fund

During the financial year 2022-23 ended 31^st March 2023 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.

29. 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 and policies 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.

Adequacy of internal financial controls with reference to the financial statements

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.

30. Corporate Governance

The Company being listed on the EMERGE Platform of National Stock Exchange of India Limited therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company. Further The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Hence no Corporate Governance Report is required to be disclosed with Annual Report. It impertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

31. Board Diversity

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

32. Details of Associates

During the financial year 2022-23, company has sold 1100 shares of associate company, now company''s holding is less than 20% and therefore Hyper Drive Information Technologies Private Limited (CIN U72200KA2005PTC036535) ceased to be an associate company of Nitiraj Engineers Limited, as per Companies Act 2013

33. 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 in future.

34. Deposits From Public

The Company has not accepted any Deposits within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

35. Particulars Of Loans, Guarantees Or Investments Under Section 186

The company has not given any loans or provided guarantees or made investments to third parties in which directors are interested as specified in section 185 of the Companies Act, 2013 during the year under review.

36. Insurance:

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

37. 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.

38. 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 itself listed 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 is as follows:

The utilization of the issue proceeds as on 31^st March 2023 is as under:

Utilization of money raised through Initial Public Offer. The utilization of the issue proceeds as on 31^st March 2023 is as under: Utilization planned as per prospectus [Amt. Rs.Lac''s]

Particulars	Utilization planned as per prospectus	Balance Amount to be utilized as on 31stMarch, 2021	Utilization of IPO proceeds as during the FY 2021-22	Balance Amount to be utilized as on 31st March, 2022	Utilization of IPO proceeds as during the FY 2022-23	Balance Amount to be utilized as on 31st March, 2023
Development of new products	525.00	75.97	127.36	-	-	-
Setting up manufacturing Unit for the existing and new range of products	575.00	-	-	-	-	-
Expansion of Marketing Network and Brand building	500.00	360.01	153.15	206.86	175.93	30.93
General Corporate Purposes	500.00	-	-	-	-	-
Issue Expenses	100.80	22.92	-	22.92	-	22.92
Total	2200.80	458.90	280.52	229.78	175.93	53.85

39. Certification

Company has obtained ISO 9001:2015.

40. Particulars Of Employees

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 Financial year 2022-23, CSR provisions are not applicable to company, as company not satisfying criteria mentioned in section 135 of Companies Act, 2013.

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, 6th 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 (5) 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 2023, the applicable Accounting Standards have been followed along with proper explanation to material departures

(b) The Directors have selected Accounting Policies, consulted the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit or loss of the Company, for that period.

(c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

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

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

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 Exchange outgo during the year in terms of actual Outflows

(Amount in Rs)
Particulars	2022-23	2021-22
Foreign Exchange Earnings	19,59,260	34,31,398
Foreign Exchange Outgo	4,27,33,785	4,33,20,188

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^stMarch, 2023, all 1,02,51,000 equity share dematerialized viz. National Securities Depository Limited and Central Depository Services (India) Limited which represents whole 100% of the total issued subscribed and paid up capital of the

company as on that date. The ISIN allotted to your Company is INE439T01012. Status of the securities as on 31st March, 2023 hereunder:

	CDSL	NSDL	TOTAL
Share in DEMAT	1417271	8833729	10251000
Physical Shares	NIL	NIL	NIL

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 the applicable secretarial Standard/s, namely Secretarial Standard-1 (SS-1) on Meeting of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, during the financial year 20222023.

52. Suspension of Trading:

There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2022-2023.

53. 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 under the 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. The SEBI has reversed the fine amount through the letter dated 5^th April, 2023.

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

---

Mar 31, 2018

The Directors have a pleasure in presenting the 19^th Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHT

Financial results of your Company for the year ended 31^st March 2018 are summarized below. (Standalone)

(Amount in Lacs)

	Financial Statement
Particulars	2017-18	2016-17
Income from Operations (A)	3882.85	5349.30
Other Income (B)	227.23	30.86
Total revenue (A) (B)	4110.08	5380.1
Total Expenses including Deprecation and Finance Cost	3685.74	4694.84
Profit before exceptional item and Tax	424.33	685.30
Exceptional Item	0.00	0.00
Profit before Tax (PBT)	424.33	685.29
Tax expense	116.91	225.00
Profit for the year (PAT)	307.42	460.29

During the year under review, the Company has recorded revenue of Rs. 4110.08 Lakhs as compared to the previous year amount of Rs. 5380.1 Lakhs. The Expenditure incurred including depreciation during the year was Rs. 3685.74 Lakhs as against the amount of Rs. 4694.84 Lakhs during the previous year.

Hence, the Company has earned a Net Profit after tax of Rs. 307.42 Lakhs as compared to the previous year amount of Rs. 460.29 Lakhs. The Board has taken all necessary steps to expand its activities by making new technologies and innovations and also by adding new services and products.

2. CHANGE IN THE NATURE OF BUSINESS

There have not been any changes in the nature of business of the Company during financial year 2017-18.

3. SHARE CAPITAL

There is no change in Share Capital of the company during financial year 2017-18.

4. DIVIDEND

To retain the profit of the Company, your Directors has not declared any dividend during the year.

5. CHANGE IN NAME

The company has not changed its name during financial year 2017-18.

6. RESERVES

The Board of the Company has decided to carry Rs. 307.42 Lacs to the Reserves of the Company as on 31^st March 2018.

7. THE BOARD AND KMP :

(a) Composition of the Board of Directors :

The Company has following composition of the Board

1. Mr. Rajesh Bhatwal Managing Director and Executive Director

2. Mrs.ShakuntalaBhatwal Whole Time Director and Women Director

3. Mr. Hung Sin Chung Huanyi Whole Time Director Executive Director

4. Mr. Anil NandkishorBangad Independent Director Non-Executive Director

5. Mr.PradeepChandrakant Shah Independent Director Non-Executive Director

6. Mr.Shabbir Sadruddin Masani Independent Director Non-Executive Director

(b) Independent Directors :

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Anil Nandkishor Bangad (DIN: 07186755), MrPradeepChandrakant Shah (DIN: 07186761), continue as Independent Directors and Mr.ShabbirSadruddinMasani (DIN: 07553206) appointed in 2016 as Independent Directors of the Company

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

(c) Retirement by Rotation :-

In terms of Section 152 of the Companies Act, 2013 Mrs.ShakuntalaBhatwal (DIN: 01953906), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

(d) Appointment and Changes of Key Managerial Personnel during the Year

- Pursuant to the provisions of Section 2(18) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014, Mr. Kailas Agrawal, was appointed as Chief Financial Officer of the Company with effect from 16^thAugust, 2016.

Pursuant to the provisions of Section 2(18) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014, Mr.SurajTiwari was appointed as Company Secretary of the Company with effect from 10^th August, 2017. The same Mr.SurajTiwari resigned from post of Company Secretary and Compliance Officer as on 30^thJanuary 2018 and Mr.AnkushPatil was appointed as Company Secretary and Compliance Officer of the Company since 01^st February 2018.

8. DETAILS OF REMUNERATION TO DIRECTORS :-

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median 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.

9. DECLARATION BY INDEPENDENT DIRECTORS:-

Every Independent Director, at the first meeting of the Board in which he participates as a Director and hereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under law.

10. COMMITTEES OF THE BOARD

Currently, the Board has Six Committees the Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Internal Complaints Committee, Sexual Harrashment Committee. All Committees, except the Corporate Social Responsibility Committee, Internal Complaints Committee and, Sexual Harassment Committee consist of Independent Directors.

(a) Audit Committee

The Board has constituted Audit Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

Name of the Member	Designation
MR. PRADEEP CHANDRAKANT SHAH	Chairman
MR. ANIL NANDKISHOR BANGAD	Member
MR. RAJESH RAGHUNATH BHATWAL	Member

1. Oversight of my Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to my Board for approval, with particular reference to:

(a) Matters required to be included in the Director''s Responsibility Statement to be included in my Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications in the draft audit report.

- Reviewing, with the management, the quarterly financial statements before submission to my Board for approval;

- Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to my Board to take up steps in this matter;

- Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

- Approval or any subsequent modification of transactions of the listed entity with related parties;

- Scrutiny of inter-corporate loans and investments;

- Valuation of undertakings or assets of the listed entity, wherever it is necessary;

- Evaluation of internal financial controls and risk management systems;

- Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

5. Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

6. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

7. Discussion with internal auditors any significant findings and follow up thereon;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

8. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as Ill as post-audit discussion to ascertain any area of concern;

9. To look in to the reasons for substantial defaults in the payment to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividends) and creditors;

10. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

11. Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

12. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

(b) Nomination and Remuneration Committee

- The Board has constituted Nomination and Remuneration Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

Name of the Member	Designation
MR. PRADEEP CHANDRAKANT SHAH	Chairman
MR. ANIL NANDKISHOR BANGAD	Member
MR. RAJESH RAGHUNATH BHATWAL	Member

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

Objectives of the Policy

The objectives of this policy are as detailed below:

- To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

- The policy also addresses the following items: Committee member qualifications; Committee member appointment and removal; Committee structure and operations; and Committee reporting to the Board.

- To formulate the criteria for evaluation of performance of all the Directors on the Board;

- To devise a policy on Board diversity; and

- Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of Directors their appointment and removal.

- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent Directors.

- To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company''s goals.

Remuneration Policy

- The Company''s remuneration policy is driven by the success and performance of the individual employees and the Company. Compensation philosophy is to align Directors and Nitiraj Minds compensation with my business objectives, so that compensation is used as a strategic tool that helps us recruit, motivate and retain highly talented individuals who are committed to my core values. I believe that my compensation programs are integral to achieving my goals. Through its compensation program, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, commission (variable component) to its Chairman, Managing Director and other Executive Directors. Annual increments are decided by the Nomination & Remuneration Committee within the salary scale approved by the Board and Shareholders.

(c) Stakeholder Relationship Committee:

- The Board has constituted Stakeholder Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations").

The Composition of the Committee is as under:

Name of the Member	Designation
MR. PRADEEP CHANDRAKANT SHAH	Chairman
MR. ANIL NANDKISHOR BANGAD	Member
MR. RAJESH RAGHUNATH BHATWAL	Member

Set forth below are the terms of reference of my Stakeholders Relationship Committee.

1. Considering and resolving grievances of shareholders, debenture holders and other security holders;

2. Redressal of grievances of the security holders of my Company, including complaints in respect of transfer of shares, non-receipt of declared dividends, balance sheets of my Company, etc.;

3. Allotment of Equity Shares, approval of transfer or transmission of equity shares, debentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.

5. Overseeing requests for dematerialization and re-materialization of shares; and

6. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Investor Grievance Redressal Policy

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

17. 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(10) of the Companies Act, 2013. 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.

18. 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.

19. POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

20. 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).

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.

21. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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, 2018, the Company has not received any complaint pertaining to sexual harassment.

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

The Company has adopted "Anti-Sexual Harassment Policy" constituted "Redressed Committee" as required under section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) Act, 2013.

During the year under review, no complaint of harassment at the workplace was received by the Committee.

22. AUDITORS :

(a) Statutory Auditors:-

M/s. P. D. Dalal& Co, Chartered Accountants, Mumbai, Firm Registration Number 102047W, were reappointed as Statutory Auditors of the Company in the Annual General Meeting held on 28^t September 2017 to hold office until the conclusion of the upcoming Annual General Meeting. It has been recommended to re-appoint M/s. P. D. Dalal& Co., Chartered Accountants, as Statutory Auditors of the Company until the conclusion of the forthcoming next Annual General Meeting of the Company

In this regard the Company has received certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Accordingly, proposal for their re-appointment as Statutory Auditors is being placed before the shareholders for approval at the 19^th Annual General Meeting.

(b) Secretarial Auditors:

M/s. PiyushAnilkumarWani and Associates, Nandurbar Firm of Practicing Company Secretaries, having Membership No. 46049 and Certificate Practice Number 19225 were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2018-19. The Secretarial Audit Report for the Financial Year 2017 -18 form part of the Annual Report as Annexures to the Board Report. As the Board is satisfied with the performance of these Secretarial Auditors, the Board proposes to appoint them as Internal Auditors for the Financial Year 2018-19 also.

23. AUDITORS'' REPORT

Statutory Audit Report :-

M/s. P. D. Dalal and Co., Chartered Accountants, Mumbai, Firm Registration Number 102047W have issued their Report for the Financial Year ended 31^st March 2018.

There is one qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report.

- According to Note 2A(g) on the Significant Accounting Policies the accounting of provision of Gratuity Liability and Leave Encashment Liability is not recorded fully and thus is not in accordance with Accounting Standard 15 on "Employee Benefits" issued by the Institute of Chartered Accountants of India.

- Clarification: - The Company has started making provision from current year in the books of accounts as reported to board by the company official.

Disclosure about Cost Audit

The Central Government has not prescribed the maintenance of Cost records under section 148(1) of the Companies Act, 2013, for any of the services rendered by the Company.

24. MANAGEMENT DISCUSSION ANALYSIS :-

Management Discussion & Analysis is given as an Annexures A

The Board has been continuing its efforts and taken the required steps in the following areas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths, Weaknesses, Opportunities and Threats

6. Financial Performance with respect to Operational Performance

8. Strict Compliances

9. Talent Management, Leadership Development, and Talent Retention.

10. Learning and Development

25. CREDIT & GUARANTEE FACILITIES :-

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

26. 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 and policies 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.

Adequacy of internal financial controls with reference to the financial statements

- 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.

27. SETTING UP OF NEW FACTORY UNIT

The Company going to set-up a new factory unit at Companies Corporate Office at CITY SURVEY No. 496, A/3, 4, BEHIND GURUDWARA DHULE 424001.

28. CORPORATE GOVERNANCE

Your Company has been complying with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a separate report on Corporate Governance forms an integral part of this report as Annexures.

Board diversity

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

29. DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATES

- The Company has following associated Company as per accounting standard 23 of ICAI. HYPER DRIVE INFORMATION TECHNOLOGIES PRIVATE LIMITED (CIN U72200KA2005PTC036535) as the holding of the company directly by way if holding is exceeding 25% of the Share Holding and also the same is disclosed in Part B of Annexure and also in related party as per AS 18 of the ICAI Act.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:.

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

31. DEPOSITS FROM PUBLIC

The Company has not accepted any Deposits within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION.186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

33. CONSOLIDATED FINANCIAL STATEMENTS:

- In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. The same is separately attached with Audit Report.

34. INSURANCE:

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

35. 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.

36. STATUS OF UTILIZATION OF PROCEEDS RAISED FROM IPO :

- The Company has raised an amount of Rs.2200.80 Lacs through Initial Public Offer by getting itself listed on the Emerge 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 is as follows:

The utilization of the issue proceeds as on 31^stMarch 2018 is as under:

Utilization of money raised through Initial Public Offer

The utilization of the issue proceeds as on 31st March 2018 is as under:

Utilization planned as per prospectus

Particulars	Utilisation planned as per prospectus	Utilisation of IPO proceeds as on 31st March, 2017	Utilisation of IPO proceeds During the FY 2017-18	Balance Amount to be utilized as on 31st March, 2018
Development of new products	525.00	-	34.00	491.00
Setting up manufacturing Unit for the existing and new range of products	575.00	200.35	80.07	294.58
Expansion of Marketing Network and Brand building	500.00		25.00	475.00
General Corporate Purposes	500.00	-		500.00
Issue Expenses	100.80	54.56	23.32	22.92
Total	2200.80	254.91	162.39	1783.50

- * The above un-utilized proceeds from the Issue have been deployed in Mutual Funds and partly are in the Bank Account.

37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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 do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is required, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

- There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

- 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.

38. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

- There are no material changes and commitments affecting the financial position of the Company from the financial year ended 31^st March, 2018 to the date of signing of the Director''s Report except that Mr.AnkushPatil appointed as Company Secretary in place of Mr.SurajTiwari.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds which Ire required to be transferred to Investor Education and Protection Fund (IEPF).

40. CORPORATE SOCIAL RESPONSIBILITY

- The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

- Your Company''s CSR Policy Statement and Annual Report on the CSR Activities undertaken during the Financial Year ended 31^st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexures.

- The Company is in process of spending CSR amount.

41. INSIDER TRADING REGULATIONS

- Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in forceby the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of NITIRAJ ENGINEERS LIMITED at the time when there is unpublished price sensitive information.

42. DEPOSITORY SYSTEM

-As the Members are aware, Your Company''s shares are trade -able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE439T01012.

43. 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 is appended as Annexure - 7 to the Board''s Report.

44. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) 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 2018, the applicable Accounting Standards have been followed along with proper explanation to material departures;

(b) The Directors have selected Accounting Policies, consulted the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit or loss of the Company, for that period.

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

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

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

- There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

45. 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 poIr consuming sector. The Company is making every effort to conserve the usage of poIr. Also in the year April 2016 Company has installed solar Electricity Plant in its Corporate Office Dhule, by which Company is tring to save electricity

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.

B. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual Outflows

(Amount in Rupees)

Particulars	2017-2018	2016-17
Foreign Exchange Earnings	14,23,957	23,88,676
Foreign Exchange Outgo	2,72,93,901	4,84,99,618

46. POST BALANCE SHEET EVENTS

- Mr. Kailas Agrawal was appointed as Chief Financial Officer of the Company pursuant to the provisions of the Companies Act 2013 and Rules made thereunder in the Board Meeting held on August 16, 2017.

- Mr.AnkushPatil was appointed as Company Secretary of the Company pursuant to the provisions of the Companies Act 2013 and Rules made thereunder in the Board Meeting held on February 01^st, 2018.

47. ACKNOWLEDGMENTS

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

For and on behalf of the Board of Directors

Sd/- Sd/-

Date: 25/08/2018 Rajesh RaghunathBhatwal ShakuntalaBhatwal

Place: Dhule Managing Director Whole-Time Director

DIN: 00547575 DIN: 01953906