Niraj Cement Structurals Limited - AGM Information 2023

ANIL Digitally signed by ANIL ANANT JHA ANANT JHA Date: 2023.09.01 05:14:45 +05'30'

NOTICE IS HEREBY GIVEN THAT THE TWENTY FIFTH (25TH) ANNUAL GENERAL MEETING OF THE MEMBERS OF NIRAJ CEMENT STRUCTURALS LIMITED WILL BE HELD ON TUESDAY 26TH SEPTEMBER, 2023 AT 11.00 A.M. (IST) THROUGH VIDEO CONFERENCING (“VC”)/ OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT SUNDER BAUG, OPP. DEONAR BUS DEPOT, DEONAR, MUMBAI - 400088:

ORDINARY BUSINESS:

1. Adoption of Financial Statements for the �nancial year ended 31st March, 2023

(a) To receive, consider and adopt the standalone audited �nancial statements of the Company for the �nancial year ended 31st March, 2023 together with the Reports of the Board of Directors and Auditors thereon;
b) To receive, consider and adopt the consolidated audited �nancial statements of the Company for the �nancial year ended 31st March, 2023 together with the Reports of Auditors thereon;

2. Re-Appointment of Mr. Vishram Pandurang Rudre (DIN: 08564350) as a Director, liable to retire by rotation, who has offered himself for re-appointment.

To appoint a director in place of Mr. Vishram Pandurang Rudre (DIN: 08564350), who retires by rotation and being eligible, offers himself for re-appointment

3. Re-appointment of Statutory Auditors of the Company.

To consider and, if thought �t, to pass, with or without modi�cation(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139, 141, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 made thereunder (including any statutory modi�cation(s)/ enactment/ re-enactment(s) for the time being in force), and pursuant to the recommendation of the Audit Committee, M/s. Chaturvedi Sohan & Co, Chartered Accountants (Firm Registration No. 118424W) be and are hereby reappointed as the Statutory Auditors of the Company for the second consecutive term of four years to hold of�ce from the conclusion of this 25th Annual General Meeting till the conclusion of the 29th Annual General Meeting to be held in the year 2027 on such remuneration as may be recommended by the Audit Committee and approved by the Board of Directors in consultation with the Statutory Auditors of the Company.”

SPECIAL BUSINESS:

4. Ratify the remuneration payable to the Cost Auditor for the �nancial year ending 31st March, 2024.

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modi�cation(s) or re-enactment(s) thereof, for the time being in force), M/s. P.K. Verma & Co, Cost Accountants (Registration No. 000511), appointed by the Board of Directors of the Company as Cost Auditors, to conduct the audit of the cost records of the Company for the �nancial year ending 31st March, 2024 be paid remuneration of Rs. 1,00,000/- (Rupees One Lakhs only) plus taxes as applicable and reimbursement of out-ofpocket expenses incurred by them in connection with the aforesaid audit as recommended by the Audit Committee and approved by the Board of Directors of the Company, be and is here by rati�ed, con�rmed and approved.”

5. Approval of Material Related Party Transaction with M/s. Niraj Mahavir JV, a Joint Venture.

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23 and other applicable Regulations, if any of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations'), as amended from time to time, Section 188 and other applicable provisions of the Companies Act, 2013 ('Act') read with rules made thereunder (including any statutory modi�cation(s) or reenactment(s) thereof for the time being in force) and other applicable laws / statutory provisions, if any, the Company's policy on Related Party Transaction(s), as well as subject to requisite approval(s), consent(s) and/or permission(s), as may be required and based on the recommendation of the Audit Committee and Board of Directors of the Company, consent of the members of the company be and is hereby accorded to the Board of Directors (hereinafter referred to as the 'Board', which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) of the company for entering into/proposed to be entered into the Contract(s)/ Arrangement(s) / Agreement(s)/ Transaction(s), with following related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and Related Party, upto an estimated transaction value of not exceeding INR. 100 crore (Rupees One Hundred Crore only) on behalf of the Company, for each of the Five (5) �nancial years commencing from 2023-24 to 2027-28 and such transaction(s)/ contract(s)/ arrangement(s)/ agreement(s) is being carried out at an arm's length pricing basis and in the ordinary course of business.

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
Niraj Mahavir (JV)	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein

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conferred, to any Director(s) or Chief Financial Of�cer or Company Secretary or any other Of�cer(s) or Authorized Representative(s) of the company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all action taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, rati�ed and con�rmed in all respect.”

6. Approval of Material Related Party Transaction with M/s. Niraj- RKD JV, a Joint Venture

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution:

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
Niraj RKD JV	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Of�cer or Company Secretary or any other Of�cer(s) or Authorized Representative(s) of the company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution

7. Approval of Material Related Party Transaction with M/s. Niraj - SMIPL JV, a Joint Venture

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution:

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
Niraj - SMIPL JV	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

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8. Approval of Material Related Party Transaction with M/s. NSR JV, a Joint Venture

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
NSR JV	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

9. Approval of Material Related Party Transaction with M/s. Niraj - Patel JV, a Joint Venture

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
Niraj - Patel JV	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

10. Approval of Material Related Party Transaction with M/s. Niraj – Babul Nath JV, a Joint Venture

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution

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to time, Section 188 and other applicable provisions of the Companies Act, 2013 ('Act') read with rules made thereunder (including any statutory modi�cation(s) or reenactment(s) thereof for the time being in force) and other applicable laws / statutory provisions, if any, the Company's policy on Related Party Transaction(s), as well as subject to requisite approval(s), consent(s) and/or permission(s), as may be required and based on the recommendation of the Audit Committee and Board of Directors of the Company, consent of the members of the company be and is hereby accorded to the Board of Directors (hereinafter referred to as the 'Board', which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) of the company for entering into/proposed to be entered into the Contract(s)/ Arrangement(s) / Agreement(s)/ Transaction(s), with following related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and Related Party, upto an estimated transaction value of not exceeding INR. 100 crore (Rupees One Hundred Crore only) on behalf of the Company, for each of the Five (5) �nancial years commencing from 2023-24 to 2027-28 and such transaction(s)/ contract(s)/ arrangement(s)/ agreement(s) is being carried out at an arm's length pricing basis and in the ordinary course of business.

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
Niraj - Babul Nath JV	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

11. Approval of Material Related Party Transaction with M/s. Niraj - Shivsai JV, a Joint Venture

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution

applicable laws / statutory provisions, if any, the Company's policy on Related Party Transaction(s), as well as subject to requisite approval(s), consent(s) and/or permission(s), as may be required and based on the recommendation of the Audit Committee and Board of Directors of the Company, consent of the members of the company be and is hereby accorded to the Board of Directors (hereinafter referred to as the 'Board', which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) of the company for entering into/proposed to be entered into the Contract(s)/ Arrangement(s) / Agreement(s)/ Transaction(s), with following related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and Related Party, upto an estimated transaction value of not exceeding INR. 100 crore (Rupees One Hundred Crore only) on behalf of the Company, for each of the Five (5) �nancial years commencing from 2023-24 to 2027-28 and such transaction(s)/ contract(s)/ arrangement(s)/ agreement(s) is being carried out at an arm's length pricing basis and in the ordinary course of business.

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
Niraj - Shivsai JV	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

12. Approval of Material Related Party Transaction with M/s. Niraj - Jandu JV, a Joint Venture

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution

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company be and is hereby accorded to the Board of Directors (hereinafter referred to as the 'Board', which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) of the company for entering into/proposed to be entered into the Contract(s)/ Arrangement(s) / Agreement(s)/ Transaction(s), with following related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and Related Party, upto an estimated transaction value of not exceeding INR. 100 crore (Rupees One Hundred Crore only) on behalf of the Company, for each of the Five (5) �nancial years commencing from 2023-24 to 2027-28 and such transaction(s)/ contract(s)/ arrangement(s)/ agreement(s) is being carried out at an arm's length pricing basis and in the ordinary course of business.

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
Niraj - Jandu JV	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

13. Approval of Material Related Party Transaction with M/s. Niraj Cement Structurals Limited and S & K Developers JV, a Joint Venture

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution

powers conferred by this Resolution) of the company for entering into/proposed to be entered into the Contract(s)/ Arrangement(s) / Agreement(s)/ Transaction(s), with following related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and Related Party, upto an estimated transaction value of not exceeding INR. 100 crore (Rupees One Hundred Crore only) on behalf of the Company, for each of the Five (5) �nancial years commencing from 2023-24 to 2027-28 and such transaction(s)/ contract(s)/ arrangement(s)/ agreement(s) is being carried out at an arm's length pricing basis and in the ordinary course of business.

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
Niraj Cement Structurals Limited and S & K Developers JV	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

14. Approval of Material Related Party Transaction with M/s. Niraj-Force JV, a Joint Venture.

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as an Ordinary Resolution

25th Annual Report 2022-2023

following related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and Related Party, upto an estimated transaction value of not exceeding INR. 100 crore (Rupees One Hundred Crore only) on behalf of the Company, for each of the Five (5) �nancial years commencing from 2023-24 to 2027-28 and such transaction(s)/ contract(s)/ arrangement(s)/ agreement(s) is being carried out at an arm's length pricing basis and in the ordinary course of business.

Name of Related Party	Nature of Relationship	Nature of Transactions	Amount (Rs. in Crore)
Niraj-Force JV	Joint Venture	Contract Receipts	100
		Sub-Contracting Charges	100

15. To Appointment of Mrs. Kavita Suresh Hindia (DIN: 09335908) as an Independent Director of the Company.

To consider and if thought �t to pass with or without modi�cation(s) the following resolution as Special Resolution:

“RESOLVED THAT pursuant to Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule IV and the Companies (Appointment and Quali�cation of Directors) Rules, 2014 (including any statutory modi�cation(s) or reenactment thereof for the time being in force), and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended and other applicable provisions, if any approvals and recommendations of the Nomination and Remuneration Committee, and that of the Board, and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the of�ce of Director pursuant to Section 160 of the Companies Act, 2013, Mrs. Kavita Suresh Hindia (DIN: 09335908), who has been appointed as an Additional & Independent Director of the Company by the Board of Directors with effective from 25th August, 2023 in terms of Section 161 of the Companies Act, 2013, be and is hereby appointed as an Independent Director, not liable to retire by rotation, for a period of �ve (5) years up to 24th August, 2028.”

By order of the Board of Directors For Niraj Cement Structurals Limited

Date: 25th August, 2023 Place: Mumbai

Anil Anant Jha Company Secretary & Compliance Of�cer Membership No.: A66063

Registered Of�ce:

Niraj House, Sunder Baug, Opp. Deonar Bus Depot, Chembur (East), Mumbai – 400 088

NOTES :

Explanatory Statement setting out the material facts concerning each item of Special Businesses to be transacted at the General Meeting pursuant to Section 102 of the Companies Act, 2013, is annexed hereto and forms part of the Notice
In accordance with the, Ministry of Corporate Affairs ('MCA') has vide its General Circular Nos. 14/2020, 17/2020, dated 8th April, 2020 and 13th April, 2020 respectively, in relation to "Clari�cation on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made there under vide General Circular nos. 20/2020, 02/2021, 19/2021, 21/2021, 02/2022, 10/2022 dated 5th May, 2020, 13th January, 2021, 8th December, 2021, 14th December, 2021, 5th May, 2022 and 28th December 2022 respectively, in relation to "Clari�cation on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)" (collectively referred to as 'MCA Circulars') and The Securities and Exchange Board of India ("SEBI") also vide its Circular No. SEBI/ HO/ CFD/ CMD1/ CIR/ P/ 2020/79 dated 12th May, 2020; Circular No. SEBI/ HO/ CFD/ CMD2/CIR/P/2022/62 dated 13th May, 2022; and Circular No. SEBI/ HO/ CFD/ PoD-2/ P/ CIR/ 2023/ 4 dated 5th January, 2023 ("SEBI Circulars") has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In compliance with these Circulars, provisions of the Act and Listing Regulations, the 25th AGM of the Company is being held through VC/OAVM facility. The deemed venue for the 25th AGM shall be the Registered of�ce of the Company.
As the AGM shall be conducted through VC / OAVM, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. Hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/ OAVM and participate and cast their votes through e-voting.
Institutional/Corporate Shareholders (i.e., other than Individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of their respective Board or Governing Body Resolution/ Authorization etc., authorizing their representative to attend the AGM through VC/ OAVM on their behalf and to vote through remote e- Voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by e-mail on its registered e-mail address

25th Annual Report 2022-2023

to [email protected] with a copy marked to [email protected].

The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on �rst come �rst served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of �rst come �rst served basis.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated 08th April, 2020, 13th April, 2020 and 05th May, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e- Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
In terms of the MCA Circulars and the relevant SEBI Circulars, the Notice calling the AGM has been uploaded on the website of the Company at https://niraj.co.in/investor. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindias.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
Pursuant to Sections 101 and 136 of the Companies Act, 2013 read with the Rules framed thereunder and the MCA Circulars, the Notice calling the Annual General Meeting along with the Annual Report 2022-23 would be sent by electronic mode to those Members whose e-mail addresses are registered with the Depository or the Company/RTA, unless the Members have requested for a physical copy of the same. Members are requested to support this Green Initiative by registering/updating their e-mail addresses with the Depository Participant (in case of Shares held in dematerialised form) or with RTA (in case of Shares held in physical form). For any communication, the Members may also send requests to the Company's email [email protected].
The Register of Members of the Company will remain closed from 18th September, 2023 to 26th September, 2023 (both days inclusive).
Members who continue to hold shares in physical form are requested to intimate any changes in their address immediately with postal pin code to the Company's Registrar & Share Transfer Agents, Link Intime India Private Limited, C 101. 247 Park, L.B.S. Marg, Vikhroli (west), Mumbai 400083 quoting their folio numbers. Further, please note that in the case of dematerialized shares any change(s) required in Address, Bank details, Bank Mandate, ECS Mandate, Power of Attorney and also requests for registration of Nomination, Transmission, etc., are to be intimated to your DP and not to the Company or our Registrars.
Members are requested to provide their e-mail ID to the Registrars, Link Intime India Private Limited, C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400083, [email protected] if shares are held in physical form or to their respective Depository Participants if shares are held in Demat form
Electronic copy of Annual Report for the year 2022-23 and Notice of the 25th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting is being sent to all the members whose e-mail IDs are registered with the Company/ Depository Participants(s) for communication purposes

15. ·THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER

I. The remote e-voting period begins on Saturday, 23rd September, 2023 at 9:00 A.M. and ends on Tuesday, 25th September, 2023 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Bene�cial Owners as on the record date (cutoff date) i.e. 18th September, 2023 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 18th September, 2023.
II. How do I vote electronically using NSDL e-Voting system? The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system:

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode:
In terms of SEBI circular dated 9th December, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. Existing user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a IDeAS Personal Computer or on a mobile. On the e-Services home page click on the “Bene�cial Owner” icon under “Login” which is available under 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e- Voting website of NSDLfor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb / IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Veri�cation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDLfor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com / myeasi / Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESPi.e. NSDLwhere the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDLfor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022- 23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Veri�cation Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Bene�ciary ID For example if your Bene�ciary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the �rst time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial

password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf �le. Open the .pdf �le. The password to open the .pdf �le is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf �le contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid t w o o p t i o n s , y o u c a n s e n d a r e q u e s t a t [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Con�rm” when prompted.
Upon con�rmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the con�rmation page.

25th Annual Report 2022-2023

Once you con�rm your vote on the resolution, you will not be allowed to modify your vote.

16.General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password con�dential. Login to the e-voting website will be disabled upon �ve unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical U s e r R e s e t P a s s w o r d ? ” o p t i o n a v a i l a b l e o n www.evoting.nsdl.com to reset the password.
Incase of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to (Name of NSDL Of�cial) at [email protected]
17.PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E MAIL IDS FOR E-VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE:
In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certi�cate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit bene�ciary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e- Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
Alternatively shareholder/members may send a request to [email protected] procuring user id and password for e- voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

18.THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

19.INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVMARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected] same will be replied by the company suitably.
Mr. Abhay Pal, Practicing Company Secretary (Membership No. ACS 59534 & CP No.23812) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The Scrutinizer shall, immediately after the conclusion of voting at the AGM, �rst count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, forth with to the Chairman of the Company, or duly authorised, who shall counter sign the same and there after, the Chairman or the person so authorised, shall declare the results of the voting forth with. This Notice as well as the Results declared along with the

25th Annual Report 2022-2023

Scrutinizer’s Report shall be placed on the Company’s website and on the website of NSDL and communicated to the Exchanges immediately.

The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode. Members can inspect the same by sending an email to [email protected].

Explanatory Statement

(Pursuant To Section 102(1) of the Companies Act, 2013)

Item No. 3

This Explanatory Statement is in terms of Regulation 36(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), though statutorily not required in terms of Section 102 of the Act.

The Members of the Company at their 20thAnnual General Meeting held on 30th September, 2018 appointed M/s. Chaturvedi Sohan& Co., Chartered Accountants (Firm Registration No. 118424W), as Statutory Auditors of the Company to hold of�ce from the conclusion of the Twentieth AGM till the conclusion of the Twenty Fifth AGM of the Company to be held in the year 2023.

After evaluating and considering various factors such as industry experience, competency of the audit team, ef�ciency in conduct of audit, independence, etc., the Board of Directors of the Company ('Board') has, based on the recommendation of the Audit Committee, proposed the reappointment of M/s. Chaturvedi Sohan& Co., Chartered Accountants, as the Statutory Auditors of the Company, for the second consecutive term of four years from the conclusion of Twenty Fifth AGM till the conclusion of Twenty Ninth AGM of the Company to be held in the year 2027, at a remuneration as may be mutually agreed between the Board and the Statutory Auditors.

M/s. Chaturvedi Sohan& Co., Chartered Accountants have consented to their appointment as the Statutory Auditors and have con�rmed that the appointment, if made, would be within the limits speci�ed under Section 141(3) (g) of the Act and that they are not disquali�ed to be appointed as the Statutory Auditors in terms of the provisions of Section 139 and 141 of the Act and the Rules framed thereunder.

M/s. Chaturvedi Sohan& Co., Chartered Accountants is a leading Chartered Accountancy Firm rendering comprehensive professional services which include audit, management consultancy, accounting services, valuation services, secretarial services etc. They believe in offering high quality professional services to their clients and building mutual bene�t relationships. The Firm represents a combination of specialised skills, which are geared to offer sound �nancial advice and personalized proactive services. Those associated with the �rm have regular interaction with industry and other professionals which enables the �rm to keep pace with contemporary developments and to meet the needs of the clients.

M/s. Chaturvedi Sohan & Co., Chartered Accountants, was paid a fee of Rs.12.00 Lakhs (Rupees Twelve Lakhs only) for the audit of �nancial statements& �ling of income tax expenses of the Company for the �nancial year ended 31st March, 2023 plus applicable taxes and out-of-pocket expenses. The increase in the fee proposed to be paid will be based after evaluating and considering various factors such as industry experience, competency of the audit team, ef�ciency in conduct of audit, independence, etc. the remuneration

shall be paid as may be mutually agreed between the Board of Directors and Statutory Auditors.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, �nancial or otherwise, in the resolution set out in item No.3.

The Board recommends their appointment for approval of the shareholders. The Board of Directors recommends passing of the resolution as set out at item no. 3 of this Notice as Ordinary Resolution.

Item No. 4

The Board, on recommendation of Audit Committee, has approved appointment of M/s. P.K. Verma& Co., Cost Accountants (Registration No.000511) as Cost Auditor of the Company, for a remuneration of Rs.1.00 (Rupees One Lakhs only)plus Goods and Service Tax (GST) as applicable, to conduct the audit of the cost accounting records of the Company for the �nancial year ending on 31st March, 2024.

In accordance with the provisions of section 148 of the Companies Act read with Companies (Audit and Auditors) Rules 2014 (as amended), consent of the members is sought for rati�cation of the remuneration payable to the Cost Auditors of the Company.

The proposal for remuneration as set out in the Notice is placed for consideration and rati�cation of the shareholders by way of an Ordinary Resolution.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, �nancial or otherwise, in the resolution set out in item No.4.

The Board recommends the resolution set forth in the notice (Agenda No 4) for approval by the members.

Item No. 5 to 14

As per Regulation 23 of SEBI Listing Regulations and Section 188 of the Companies Act, 2013 and the applicable Rules framed thereunder provide that all material Related Party Transaction will require prior approval of shareholders through ordinary resolution, even if such transaction(s) are in the ordinary course of business and at an arm's length pricing basis.A transaction with a Related Party shall be considered material, if the transaction(s) to be enteredinto individually or taken together with previous transactions during a �nancial year, exceeds Rs.1,000 crore or 10% of theAnnual consolidated turnover of a listed entity as per last audited �nancial statements of the Company.

Regulation 2(1)(zc) of the SEBI Listing Regulations de�nes related party transaction to mean a transaction involving transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity, regardless of whether a price is charged or not.

The value of proposed transactions with Related Party is likely to exceed the aforesaid threshold limit, therefore the Audit Committee, after reviewing all necessary information has granted its approval for entering into the below mentioned RPTs. The Audit Committee has noted that the said transaction(s) will be at an arm's length pricing basis and will be in the ordinary course of business.

Details of the proposed RPTs between the Company and Related Party, including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22ndNovember, 2021 and Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, are as follows:

25th Annual Report 2022-2023

==> picture [476 x 307] intentionally omitted <==

----- Start of picture text -----

Niraj Niraj Niraj NSR Niraj
Mahavir RKD SMIPL (JV) Patel
Name of the Related Party
(JV) JV (JV) (JV)
Joint Joint Joint Joint Joint
Venture Venture Venture Venture Venture
5 years 5 years 5 years 5 years 5 years
Rs.100 Crores Rs.100 Crores Rs.100 Crores Rs.100 Crores Rs.100 Crores
Sales and Sales and Sales and Sales and Sales and
Purchase Purchase Purchase Purchase Purchase
16.39 16.39 16.39 16.39 16.39
----- End of picture text -----

==> picture [476 x 306] intentionally omitted <==

----- Start of picture text -----

Niraj Niraj Niraj Niraj Cement Niraj
Structurals Limited
Name of the Related Party Babulnath Shivsai Jandu and S & K Force
(JV) JV (JV) Developers JV (JV)
Joint Joint Joint Joint Joint
Venture Venture Venture Venture Venture
5 years 5 years 5 years 5 years 5 years
Rs.200 Crores Rs.100 Crores Rs.200 Crores Rs.100 Crores Rs.100 Crores
Sales and Sales and Sales and Sales and Sales and
Purchase Purchase Purchase Purchase Purchase
32.79 16.39 32.79 16.39 16.39
----- End of picture text -----

None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested, �nancially or otherwise, in the resolution.

25th Annual Report 2022-2023

The Board of Directors recommends passing of the resolution as set out at item no. 5 to 14 of this Notice as an Ordinary Resolution.

The Members may note that in terms of the provisions of the SEBI Listing Regulations, no Related Party shall vote to approve the Ordinary Resolution set forth at Item No. 5 to 14 of the Notice, whether the entity is a Related Party to the particular transaction or not.

Item No. 15

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) had appointed Mrs. Kavita Suresh Hindia (DIN: 09335908) as an Additional and Independent Director of the Company. In terms of Section 161(1) of the Companies Act, 2013, Mrs. Kavita Suresh Hindia (DIN: 09335908) holds of�ce as an Additional and Independent Director only up to the date of the forthcoming Annual General Meeting.

The Board of Directors appointed and proposed appointment of Mrs. Kavita Suresh Hindia as Independent Director of the Company, not being liable to retire by rotation, with effect from 25th August, 2023 for a term of �ve (5) years up to 24th August, 2028, subject to the approval of the shareholders at the ensuing Annual General Meeting.

Relevant details relating to appointment of Mrs. Kavita Suresh Hindia, including his pro�le, as required by the Act, Listing Regulations and Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI“) are provided in the “Annexure I” to the Notice. Mrs. Kavita Suresh Hindia is not disquali�ed from being appointed as Director in terms of Section 164 of Companies Act, 2013 and a member proposing his candidature for the of�ce of the Director in terms of Section 160 of Companies Act, 2013 and has given his consent to act as Director.

Except Mrs. Kavita Suresh Hindia, none of the Directors and/or Key Managerial Personnel or their relatives, are interested or concerned in the resolution. The Board recommends the Special Resolution set out at item no. 6 of the accompanying notice in the interests of the Company.

By order of the Board of Directors For Niraj Cement Structurals Limited

Date: 25th August, 2023 Place: Mumbai

Anil Anant Jha Company Secretary & Compliance Of�cer Membership No.: A66063

25th Annual Report 2022-2023

Annexure I

Details of Directors seeking appointment / re-appointment at the Annual General Meeting (Pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings).

Name of the Director	Mr. Vishram Pandurang Rudre	Mrs. Kavita Suresh Hindia
Date of Appointment	13/02/2021	25/08/2023
Date of �rst appointment on the Board	13/02/2021	25/08/2023
Date of Birth	07/06/1971	12/11/1976
Expertise in Speci�c Functional areas and Experience	He has over a decade experience in infrastructure Industry.	She is having experience of two decades in marketing and communication in various Companies
Educational Quali�cations	Graduate	MBA
Directorship in other companies (including any listed entity resigned during the last 3 years)	Niraj Consulting Group Limited	Niraj InfraCapital Limited Rashri Advisory Private Limited
Membership / Chairmanships of committees of Other Boards (including any listed entity resigned during the last 3 years)	Nil	Nil
Details of Remuneration sought to be paid and the remuneration last drawn by such person	Last drawn remuneration : refer Report on Corporate Governance	NA
Shareholding in the Company as on 31.03.2023	Nil	Nil
Relationship between Directors inter-se/ Manager and KMPs	Not related to the Director, MD, Promoter and KMP	Not related to the Director, MD, Promoter and KMP
Number of Meetings of the Board attended during the year	4 out of 4	NA

25th Annual Report 2022-2023

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Niraj Cement Structurals Limited AGM Information 2023

63425_rns_2023-09-01_40813d35-2033-4620-9b40-57359cb373e5.pdf

ORDINARY BUSINESS:

1. Adoption of Financial Statements for the �nancial year ended 31st March, 2023

3. Re-appointment of Statutory Auditors of the Company.

SPECIAL BUSINESS:

4. Ratify the remuneration payable to the Cost Auditor for the �nancial year ending 31st March, 2024.

5. Approval of Material Related Party Transaction with M/s. Niraj Mahavir JV, a Joint Venture.

6. Approval of Material Related Party Transaction with M/s. Niraj- RKD JV, a Joint Venture

7. Approval of Material Related Party Transaction with M/s. Niraj - SMIPL JV, a Joint Venture

8. Approval of Material Related Party Transaction with M/s. NSR JV, a Joint Venture

9. Approval of Material Related Party Transaction with M/s. Niraj - Patel JV, a Joint Venture

10. Approval of Material Related Party Transaction with M/s. Niraj – Babul Nath JV, a Joint Venture

11. Approval of Material Related Party Transaction with M/s. Niraj - Shivsai JV, a Joint Venture

12. Approval of Material Related Party Transaction with M/s. Niraj - Jandu JV, a Joint Venture

13. Approval of Material Related Party Transaction with M/s. Niraj Cement Structurals Limited and S & K Developers JV, a Joint Venture

14. Approval of Material Related Party Transaction with M/s. Niraj-Force JV, a Joint Venture.

15. To Appointment of Mrs. Kavita Suresh Hindia (DIN: 09335908) as an Independent Director of the Company.

Registered Of�ce:

NOTES :

Step 1: Access to NSDL e-Voting system:

How to Log-in to NSDL e-Voting website?

4. Your User ID details are given below :

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

16.General Guidelines for shareholders

18.THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

19.INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVMARE AS UNDER:

Explanatory Statement

Item No. 3

Item No. 4

Item No. 5 to 14

Item No. 15

Annexure I

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Niraj Cement Structurals Limited — AGM Information 2023

63425_rns_2023-09-01_40813d35-2033-4620-9b40-57359cb373e5.pdf

ORDINARY BUSINESS:

1. Adoption of Financial Statements for the �nancial year ended 31st March, 2023

3. Re-appointment of Statutory Auditors of the Company.

SPECIAL BUSINESS:

4. Ratify the remuneration payable to the Cost Auditor for the �nancial year ending 31st March, 2024.

5. Approval of Material Related Party Transaction with M/s. Niraj Mahavir JV, a Joint Venture.

6. Approval of Material Related Party Transaction with M/s. Niraj- RKD JV, a Joint Venture

7. Approval of Material Related Party Transaction with M/s. Niraj - SMIPL JV, a Joint Venture

8. Approval of Material Related Party Transaction with M/s. NSR JV, a Joint Venture

9. Approval of Material Related Party Transaction with M/s. Niraj - Patel JV, a Joint Venture

10. Approval of Material Related Party Transaction with M/s. Niraj – Babul Nath JV, a Joint Venture

11. Approval of Material Related Party Transaction with M/s. Niraj - Shivsai JV, a Joint Venture

12. Approval of Material Related Party Transaction with M/s. Niraj - Jandu JV, a Joint Venture

13. Approval of Material Related Party Transaction with M/s. Niraj Cement Structurals Limited and S & K Developers JV, a Joint Venture

14. Approval of Material Related Party Transaction with M/s. Niraj-Force JV, a Joint Venture.

15. To Appointment of Mrs. Kavita Suresh Hindia (DIN: 09335908) as an Independent Director of the Company.

Registered Of�ce:

NOTES :

Step 1: Access to NSDL e-Voting system:

How to Log-in to NSDL e-Voting website?

4. Your User ID details are given below :

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

16.General Guidelines for shareholders

18.THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

19.INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVMARE AS UNDER:

Explanatory Statement

Item No. 3

Item No. 4

Item No. 5 to 14

Item No. 15

Annexure I

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