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Niraj Cement Structurals Limited AGM Information 2025

Sep 29, 2025

63425_rns_2025-09-29_0bdf5e4d-3988-4315-9d68-097f75e13d23.pdf

AGM Information

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Date: 29[th] September, 2025

To,

The Corporate Relations Department.
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai-400 001
Script Code: 532986
National Stock Exchange of India Limited
Exchange Plaza
Bandra Kurla Complex,
Bandra (East)
Mumbai - 400 051
Script Symbol: NIRAJ

Dear Sir/Madam,

Sub: Proceedings of the 27[th] Annual General Meeting of the Company.

Ref: Regulation 30 of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015

This is with reference to the 27[th] Annual General Meeting (“AGM”) of the Company held on Monday, 29[th] September, 2025 at 11.00 A.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) in accordance with the circulars issued by the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India ('SEBI').

In compliance with the provisions of Regulations 44 of the SEBI (LODR) Regulations, Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules 2014 as amended, the Company had provided remote e-voting facility to all its members to enable them to cast their vote on all matters listed in the Notice convening the AGM through electronic means during the period commencing from Friday, 26[th] September, 2025 (9.00 a.m.) to Sunday, 28[th] September, 2025 (5.00 p.m.).

The Company had also provided e-voting facility to the members attending the AGM through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) and who had not cast their vote earlier through remote e-voting facility. We wish to inform you that all the resolutions contained in the Notice of the AGM were approved by the Members with requisite majority.

Pursuant to Regulation 30 of the SEBI LODR Regulations, we are submitting herewith the details regarding the brief proceedings of the 27[th] AGM of the Company.

CIN: L26940MH1998PLC114307

HEAD OFFICE: Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, ST Road, Nr. R K Studio, D G Patil Road, Mumbai - 400088 Tel.: 66027100 E-mail: [email protected] Website: www.niraj.co.in

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You are requested to take same on your records.

For Niraj Cement Structurals Limited ANIL Digitally signed by ANANT ANIL ANANT JHA Date: 2025.09.29 JHA 17:58:17 +05'30' Anil Anant Jha Company Secretary ACS No.: 66063

Encl: as above

CIN: L26940MH1998PLC114307 HEAD OFFICE: Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, ST Road, Nr. R K Studio, D G Patil Road, Mumbai - 400088 Tel.: 66027100 E-mail: [email protected] Website: www.niraj.co.in

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Brief Proceedings of the 27[th] Annual General Meeting (“AGM”) of Niraj Cement Structurals Limited (“Company”)

The 27[th] Annual General Meeting (“AGM”) of the Members of the Company was held on Monday, September 29, 2025 at 11.00 A.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) in accordance with the circulars issued by the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India ('SEBI').

Members Present

61 Members were present in the meeting through video conferencing or other audio-visual means.

Directors and KMP present in the Meeting:

Sr.
No.
Name Designation
1 Mr. Vishram PandurangRudre ManagingDirector & Chairman of the meeting
2 Mr. Sudhakar Balu Tandale Whole-time Director
3 Mr. Ratan Umesh Sanil Independent Director and Chairman of the Audit
Committee
4 Mrs. Dimple Geruja Independent Director_(Present via VC)_and
Chairman of the Stakeholder Relationship
Committee
5 Mr. Partha Raut Independent Director
6 Mrs. Kavita Hindia Independent Director_(Present via VC)_and
Chairman of the Nomination and Remuneration
Committee
7 Mr. Vinaykumar Ghuwalewala Chief Financial Officer (CFO)
8 Mr. Anil AnantJha CompanySecretaryand Compliance Officer

Other Representatives Present in the Meeting:

Sr.
No.
Name Designation
1 M/s. AbhayKumar Pal & Co. Secretarial Auditor

CIN: L26940MH1998PLC114307

HEAD OFFICE: Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, ST Road, Nr. R K Studio, D G Patil Road, Mumbai - 400088 Tel.: 66027100 E-mail: [email protected] Website: www.niraj.co.in

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2 M/s. Chaturvedi Sohan & Co StatutoryAuditor_(Present via VC)_
3 M/s. P.K. Verma & Co Cost Auditor_(Present via VC)_

Mr. Anil Anant Jha, Company Secretary welcomed the shareholders, directors and auditors who had joined the AGM through the electronic platform provided by National Securities Depository Limited (NSDL). He informed that since the AGM was held through VC/OAVM, physical attendance of the members was dispensed with and also the requirement of appointing proxy was not applicable. He also informed the members that the Company had taken the requisite steps to enable Members to participate and vote on the items being considered at the AGM.

The Company Secretary informed that the AGM was conducted through VC / OAVM in compliance with the circulars issued by the MCA and SEBI and as per the applicable provisions of the Act and the Rules made thereunder. He further informed that the Company had provided remote e-voting which commenced on Friday, September 26, 2025 at 09:00 a.m. and ended on Sunday, September 28, 2025 at 05:00 p.m. and also, a facility of e- voting during the AGM for members of the Company to cast their votes electronically on the resolutions mentioned in the notice of AGM to the members who did not vote earlier through remote e- voting during the e-voting period and are otherwise not barred from doing so.

He further informed the members that the Notice of AGM dated August 13, 2025 along with the Annual Report for FY 2024-25 was emailed to the members on September 05, 2025 whose email id was registered with the Company’s RTA and dispatched by permitted mode(s) to the members whose email ids were not registered with RTA and that it can also be accessed at the website of the Company at https://niraj.co.in/annual-report/ and the website of BSE Limited and National Stock Exchange of India Limited.

He introduced the Board Members, Chief Financial Officer and Auditors present on the panel through video conferencing and confirmed their presence. The Chairman of the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee were present at the AGM. The representatives of the Statutory Auditors and Secretarial Auditors were also present at the meeting.

CIN: L26940MH1998PLC114307

HEAD OFFICE: Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, ST Road, Nr. R K Studio, D G Patil Road, Mumbai - 400088 Tel.: 66027100 E-mail: [email protected] Website: www.niraj.co.in

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The 27[th] AGM was attended by requisite number of members of the Company through VC/OAVM, hence he confirmed that the requisite quorum was present.

He then requested Mr. Vishram Pandurang Rudre, Chairman and Managing Director of the Company to commence the formal proceedings of the AGM. Mr. Vishram Pandurang Rudre, Chaired the Meeting and welcomed all the shareholders. The requisite quorum being present, the Chairman called the meeting to order.

Mr. Vishram Pandurang Rudre, Managing Director delivered his speech to the members present at the AGM and briefed them about the financial and business performance of the Company during the financial year 2024-25 and the future growth plans and proposed initiatives.

Thereafter, he informed the members that the Notice convening the AGM and Annual Report containing the Standalone & Consolidated Audited Financial Statements for the financial year March 31, 2025, the Directors Report and Statutory Auditors’ Report thereon along with the relevant annexures as also the Secretarial Auditors’ Report were duly circulated to the Shareholders and as the Statutory Auditors’ Report and Secretarial Auditors’ Report did not contain any qualifications or adverse comments on the financial transactions/ statements, the same were not required to be read at the AGM and hence taken as read.

He then informed that as the detailed resolutions pertaining to agenda item nos. 1 to 7 were already provided in the Notice of the AGM, the same were not required to be read at the AGM and hence taken as read. Then he requested Mr. Anil Anant Jha, Company Secretary of the Company to take over.

Then the forum was open for discussion with the registered speakers. The questions raised by the speakers who had already registered themselves as a speaker addressed the meeting through VC / OAVM. Mr. Vishram Pandurang Rudre, Managing Director of the Company responded to the questions of the speaker shareholders and had provided satisfactory clarifications to them.

CIN: L26940MH1998PLC114307

HEAD OFFICE: Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, ST Road, Nr. R K Studio, D G Patil Road, Mumbai - 400088 Tel.: 66027100 E-mail: [email protected] Website: www.niraj.co.in

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Mr. Anil Anant Jha requested the Members who had not casted their votes by remote e-voting, to cast their vote by e-voting during the AGM & within next 15 minutes after the conclusion of the AGM.

The following items of business as set out in the notice dated August 13, 2025 convening the meeting were transacted through remote e-voting and e-voting during the AGM.

Sr.
No.
Brief Particulars of Resolutions Type of
Resolutions
Mode of Voting
ORDINARY BUSINESS
1. Adoption of Audited Standalone & Consolidated
Financial Statements and Auditor's Reports thereon for
the Financial Year ended on 31st March, 2025.


Ordinary
Resolution
Remote e-voting
and e-voting
during
the AGM
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.


Ordinary
Resolution
Remote e-voting
and e-voting
during
the AGM
SPECIAL BUSINESS
3. Ratification of the remuneration of the Cost Auditors of
the Company for the Financial Year 2025-26.
Ordinary
Resolution
Remote e-voting
and e-voting
during
the AGM
4. Appointment of Secretarial Auditors of the Company and
fixing their remuneration.

Ordinary
Resolution
Remote e-voting
and e-voting
during
the AGM
5. To make investments, give loans, guarantees and
security in excess of limits specified under section 186 of
the Companies Act, 2013.
Special
Resolution
Remote e-voting
and e-voting
during AGM
6. Approval of Material Related Party Transaction with
M/s. Niraj– SPPL JV, a Joint Venture.
Ordinary
Resolution
Remote e-voting
and e-voting
duringAGM
7. Approval of Material Related Party Transaction with
M/s. Jeet-Niraj JV, a Joint Venture.
Ordinary
Resolution
Remote e-voting
and e-voting
duringAGM

CIN: L26940MH1998PLC114307

HEAD OFFICE: Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, ST Road, Nr. R K Studio, D G Patil Road, Mumbai - 400088 Tel.: 66027100 E-mail: [email protected] Website: www.niraj.co.in

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Mr. Anil Anant Jha then thanked the Members for attending and participating in the Meeting. He informed that the e-voting facility will be kept open for the next 15 minutes to enable the Members to cast their vote. Upon completion of the e-voting process meeting was declared to be closed.

The Chairman and Company Secretary then thanked the Directors, Members and other Company Officials for their continued support and for attending and participating in the Meeting.

The meeting concluded at 11.35 am with a vote of thanks to the Chair and to the Members attending the meeting.

For Niraj Cement Structurals Limited Digitally signed by ANIL ANIL ANANT JHA ANANT JHA Date: 2025.09.29 17:58:36 +05'30'

Anil Anant Jha

Company Secretary & Compliance Officer ACS No.: 66063

CIN: L26940MH1998PLC114307 HEAD OFFICE: Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, ST Road, Nr. R K Studio, D G Patil Road, Mumbai - 400088 Tel.: 66027100 E-mail: [email protected] Website: www.niraj.co.in