During the year under review, Link Intime India Private Limited, Registrar and Share Transfer Agent ("RTA") of the Company has changed its name to 'MUFG Intime India Private Limited' with effect from 31st December 2024. MIIPL is now the rTa of the Company.

Your Company, being a value driven organization, believes in coherent and self-regulatory approach in the conduct of its business to achieve the highest levels of good corporate governance practices.

In terms of Regulation 34 of the SEBI Listing Regulations, the Corporate Governance Report, together with a certificate from M/s. Abhay Kumar Pal & Co. (formerly known as AJP & Associates), Practicing Company Secretary (ICSI Firm Registration Number S2020MH767400) confirming compliance with the Corporate Governance are set out and forms part of this Annual Report.

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details for FY 2024-25 forms part of Annual Report on Corporate Social Responsibility as "Annexure - B" to this Report.

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulation is given separately which may be taken as forming a part of the Annual Report.

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further directors have personally overviewed the adequacy of internal controls and also appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountant as the Internal Auditor of the Company to manage the internal controls of the company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Annual report.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

Pursuant to SEBI regulation, the declaration signed by the managing director affirming the compliance of code of conduct by the directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company's code of conduct.

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2024-25. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear timelines.

As on 31st March 2025, M/s. Niraj Consulting Group Limited and M/s. Niraj Build India Limited are subsidiaries of your Company. Performance of Subsidiaries and Associates

The performance of the subsidiaries of the Company is summarized in Form AOC-1 attached to the Financial Statements of the Company in pursuance of Section 129 of the Companies Act, 2013 and forms part of this Annual Report as "Annexure - C".

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards and as per Companies (Indian Accounting Standards) Rules, 2015 which forms part of the Annual Report.

To the best of their knowledge and belief, your Directors confirm that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied 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 31st March, 2025 and of the profit of the Company for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual financial statements on a going concern basis;

v. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Directors state that applicable Secretarial Standards, i.e. SS-1 relating to 'Meetings of the Board of Directors' and SS-2, relating to 'General Meetings', have been duly followed by the Company.

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

The shareholders of the Company at their AGM held on 26th September, 2023, had re-appointed M/s Chaturvedi Sohan & Co, Chartered Accountants (Firm Registration No. 118424W) as the Statutory Auditors of the Company for second term for a period of Four years to hold office from the conclusion of the Twenty Fifth (25th) Annual General Meeting till the conclusion of Twenty Ninth (29th) Annual General Meeting of the Company.

M/s Chaturvedi Sohan & Co, Chartered Accountants have audited the standalone and consolidated financial statements ("Financial Statements") of the Company for the Financial Year under review. The Auditors have issued an unmodified opinion on the financial statements, for the financial year ended 31st March 2025. The Auditors' Reports on the financial statements of the Company forms part of this Annual Report. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are selfexplanatory and therefore, do not require further explanation.

M/s. Abhay Kumar Pal & Co. (formerly known as AJP & Associates), Practicing Company Secretaries, have carried out the Secretarial Audit for the financial year ended 31st March, 2025. The Secretarial Audit Report issued by M/s. Abhay Kumar Pal & Co., for the financial year ended 31st March, 2025, does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is annexed as "Annexure D"forming part this Report; Certificate from M/s. Abhay Kumar Pal & Co., the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Furthermore, pursuant to the provisions of Regulation 24A(1)(b) of the Listing Regulations and as required under Section 204 of the Act and Rules thereunder, on the recommendation of the Audit Committee and the Board of Directors it is proposed to appoint M/s. Abhay Kumar Pal & Co. (formerly known as AJP & Associates), Company Secretaries in Practice, as Secretarial Auditors of the Company fora period of five years beginning from FY 2025-26 till FY 2029-30 commencing from the conclusion of the ensuing AGM till the conclusion of the AGM to be held in the year 2030.

The above-mentioned appointment shall be subject to the approval of shareholders of the Company at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511) have carried out the cost audit during the financial year 2024-25. The report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511), as Cost Auditors of the Company for conducting the audit of cost records for the financial year 2024-25 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014. The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the members of the Company at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records as specified by the Central Government under subsection (1) of Section 148 of the Act. M/s. P.K. Verma & Co., Cost Accountants (Firm Registration No. 000511) have carried out the cost audit during the financial year 2024-25. The Board, on the recommendation of the Audit Committee, has re-appointed M/s. P.K. Verma & Co., as Cost Auditors of the Company for conducting the audit of cost records for the FY 2025-26 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

There has been no qualification, reservation, adverse remark or disclaimer given by the Cost Auditors in their Report for the financial year ended 31st March, 2025.

The remuneration proposed to be paid to the Cost Auditor for the financial year 2025-26 is subject to ratification by the shareholders at the ensuing Annual General Meeting.

The Board has appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountants as Internal Auditors for conducting Internal Audit for the financial year 2024-25.

The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

On the recommendation of the Audit Committee, the Board has re-appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountants as Internal Auditors of the Company for the FY 2025-26.

There have been no instances of fraud reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

During the year under review there was no foreign exchange earnings and outgo. Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure - E".

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

1. Changes in nature of business.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.

The relation between the employee?s and the management of your Company continue to be cordial.

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India (NHAI), Public Works Dept of various State Governments, Central Government for their support and guidance and also thank Ministry of Corporate Affairs (MCA), Securities Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Depositories, Regulators, Financial Institutions and Banks, Stakeholders, Suppliers, Contractors, Vendors and business partners/ associates for their consistent support/encouragement to the Company. The Company also looks forward to their support in future. Also, your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.