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Niraj Cement Structurals Limited — Capital/Financing Update 2025
May 15, 2025
63425_rns_2025-05-15_64d53c2b-b843-40d5-9b30-0661dc491ced.pdf
Capital/Financing Update
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Dated: 15[th] May, 2025
To,
| The Corporate Relations Department. BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 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: - : Monitoring Agency Report for the quarter ended 31[st] March, 2025
Pursuant to Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 173A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find enclosed Monitoring Agency Report for the quarter ended 31[st] March, 2025, issued by CARE Ratings Limited, the Monitoring Agency appointed to monitor the utilization of proceeds of Preferential Issue of Equity Shares and Warrants of the Company.
You are requested to take the above on your record.
Thanking you,
Yours Faithfully,
For Niraj Cement Structurals Limited
Digitally signed by ANIL ANIL ANANT JHA ANANT JHA Date: 2025.05.15 23:45:05 +05'30'
Anil Anant Jha
Company Secretary & Compliance Officer ACS 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 Fax: 25518736 E-mail: [email protected] Website: www.niraj.co.in
Monitoring Agency Report
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No. CARE/HO/GEN/2025-26/1058
The Board of Directors Niraj Cement Structurals Limited
Unit No. 820 to 825, Commercial Building, Wadhwa, Dukes Horizon, ST Road, Nr. R K Studio, D G Patil Road, Mumbai - 400088.
May 15, 2025
Dear Sir/Ma’am,
- Monitoring Agency Report for the quarter ended March 31, 2025 in relation to the Preferential Issue of Niraj Cement Structurals Limited (“the Company”)
We write in our capacity of Monitoring Agency for the Preferential Issue for the amount aggregating to Rs. 103.56 crore of the Company and refer to our duties cast under regulation 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended March 31, 2025, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated December 19, 2024.
Request you to kindly take the same on records.
Thanking you,
Yours faithfully,
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Darshan Shah
Assistant Director
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Monitoring Agency Report
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Report of the Monitoring Agency
Name of the issuer: Niraj Cement Structurals Limited For quarter ended: March 31, 2025
Name of the Monitoring Agency: CARE Ratings Limited
(a) Deviation from the objects: Yes. The company has provided inter-corporate deposits (ICD) and classified as ‘General Corporate Purposes’ (GCP). Lending in the form of ICDs does not form part of the definition of GCP given in the Offer Document. Further, the company has parked unutilized proceeds in equity via Portfolio Management Services (PMS) which is not in line with the interim use of proceeds as per the Offer document.
(b) Range of Deviation: Up to 10% (Considering ICD utilization)
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
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Signature: Name of the Authorized Signatory: Darshan Shah Designation of Authorized person/Signing Authority: Assistant Director
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1) Issuer Details:
Name of the issuer : Niraj Cement Structurals Limited Name of the promoter : Gulshan Chopra, Pooja Chopra, Aishwarya Chopra, Siddhant Chopra Industry/sector to which it belongs : Construction – Civil Construction
2) Issue Details
Issue Period : Equity Shares; December 17, 2024, to December 31, 2024, and Convertible Warrants; January 01, 2025, to March 21, 2025 Type of issue (public/rights) : Preferential Issue Type of specified securities : Convertible Warrants and Equity Shares IPO Grading, if any : Not Applicable Issue size (in crore) : Rs. 103.56 crore
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
Source of information / certifications considered by Comments of the Comments of the Particulars Reply Monitoring Agency for Monitoring Agency Board of Directors preparation of report The company has provided inter-corporate We respectfully submit that all relevant and deposits (ICD) and classified as ‘General requisite documents including Board Resolution Corporate Purposes’ (GCP). Lending in the pertaining to the Inter-Corporate Deposit (ICD) form of ICDs does not form part of the have already been duly furnished by us. In light definition of GCP given in the Offer of the same, we do not concur with the Document. Further, the company has observations made by the agency in its report. parked unutilized proceeds in equity via We hereby request that our submissions be duly Portfolio Management Services (PMS) acknowledged and taken on record, and that the Offer document, CA Whether all utilization is as per the which is not in line with the interim use of comments made be re-evaluated in view of the No certificate, Bank statement, disclosures in the Offer Document? proceeds as per the Offer document. Such documentation and explanations already Management Confirmation investment in equity is exposed to market provided. risks. As outlined in the Company’s Offer Document Utilization of proceeds towards objects _page no. 9 clause C*_ , the Board of Directors is was routed from Monitoring Account to empowered to utilize the Company’s funds at current account. The current account their discretion, in accordance with applicable statement was submitted by the company laws. In line with this authorization, the Board, wherein classification of the transactions at its meeting held on February 11, 2025, towards the objects was given by the approved the deployment of funds through
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| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| management. | Inter-Corporate Loans and investments. Pursuant to this approval, the Company has extended funds in the form of secured Inter- Corporate Deposits (ICDs) to the vendors, for bona fide business purposes. These ICDs are fully secured by PDC’s and BG’s, significantly mitigating credit risk and ensuring the safety and timely recoverability of the deployed funds with significant returns which is beneficial in the interest of investors and Company. The primary objective of these ICDs is to support vendors in the procurement of raw materials and other essential inputs required for the Company’s operations. This initiative helps maintain an uninterrupted supply chain and supports the efficient functioning of production and service cycles, aligning with the Company’s broader operational goals. Further, the Company had temporarily deployed its unutilized funds through SEBI-registered Portfolio Management Services (PMS) entities as part of its interim treasury strategy. These investments were made under the fiduciary discretion of professional portfolio managers, with the objective of optimizing returns while maintaining liquidity and capital safety. Although the Offer Document and the resolution passed by the Board primarily refer to the deployment of idle funds in conventional liquid instruments such as fixed deposits and other securities, they do not explicitly restrict investments in equity or market-linked |
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| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| instruments, provided such investments are made through regulated and transparent platforms. The PMS route, being governed by SEBI regulations, offered a prudent and compliant avenue for such interim deployment. The portfolio was well-diversified across sectors and asset classes to mitigate market risks, and the investments were actively monitored to ensure alignment with the Company’s liquidity requirements and financial objectives. The funds remained readily cashable and were structured in a way that ensured they could be withdrawn at short notice to meet project execution needs or other operational commitments. In line with evolving business priorities and with the objective of deploying funds more directly into core operational areas, the Company intends to withdraw funds from its PMS. The proceeds from these withdrawals will be utilized to meet future business requirements, thereby ensuring that the Company’s financial resources remain aligned with its long-term growth strategy and operational objectives. All transactions are structured in line with standard norms and comply with all the applicable statutory and regulatory requirements, including the provisions of the Companies Act,2013,wherever relevant. |
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| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document? |
No | CA certificate*, Management Confirmation |
The company has provided inter-corporate deposits (ICD) and same is classified as ‘General Corporate Purposes’ (GCP). Lendingin the form of ICDs do not form |
NIL |
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| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| part of the definition of GCP given in the Offer Document. |
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| Whether the means of finance for the disclosed objects of the issue have changed? |
Yes | Board Resolution, Bank Statements |
The issue was undersubscribed resulting in a reduction of issue size from Rs. 132.77 crore to Rs. 103.56 crore. Board resolution for revision in costs of the Objects has been passed. |
NIL |
| Is there any major deviation observed over the earlier monitoringagencyreports? |
No | Not Applicable | Not Applicable | NIL |
| Whether all Government/statutory approvals related to the object(s) have been obtained? |
Not Ascertainable |
Not Applicable | Not Applicable | NIL |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
Not Ascertainable |
Not Applicable | Not Applicable | NIL |
| Are there any favorable/unfavorable events affecting the viability of these object(s)? |
Yes | Board Resolution and Bank Statements |
Undersubscription in the issue may affect the viability of the objects. |
NIL |
| Is there any other relevant information that may materially affect the decision making of the investors? |
Yes | Bank Statement, and Holding Statement |
The company has invested unutilized proceeds in equity via PMS which has an unrealized loss of Rs. 0.54 crore. |
Due to market fluctuations, the Company had an unrealized loss of ₹0.54 crore as of March 31, 2025. However, this loss has since been recovered. The Company intents to withdraw the entire unutilized amount from the investment. |
* The above details are verified with the help of CA certificate issued by Chaturvedi Sohan & Co. dated May 13, 2025
Where material deviation may be defined to mean:
a) Deviation in the objects or purposes for which the funds have been raised
b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
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4) Details of objects to be monitored:
(i) Cost of objects –
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Original cost (as per the Offer Document) in Rs. Crore |
Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors | ||
|---|---|---|---|---|---|---|---|---|
| Revised Cost in Rs. Crore |
Comments of the Monitoring Agency |
Reason for cost revision |
Proposed financing option |
Particulars of - firm arrangements made |
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| 1 | Working capital requirements |
CA Certificate*, Management Certificate, Offer Document^, Board Resolution for allotment and Board Resolution for revision in cost |
37.57 | 29.31 | Board Resolution for revised cost of objects considering undersubscription in the preferential issue |
Due to under-subscription, the cost of the objects has been proportionately reduced, in line with the disclosures made in the Letter of Offer and the Board Resolution |
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| 2 | To meet investment in subsidiary to mitigate any business prospects |
CA Certificate*, Management Certificate, Offer Document^, Board Resolution for allotment and Board Resolution for revision in cost |
62.00 | 48.37 | ||||
| 3 | General Corporate Purposes | CA Certificate*, Management Certificate, Offer Document^, Board Resolution for allotment and Board Resolution for revision in cost |
33.19 | 25.88 | ||||
| Total | 132.76 | 103.56 |
* The above details are verified by with the help of CA certificate issued by Chaturvedi Sohan & Co. dated May 13, 2025
^ Sourced from page 47 and page 56 of the Offer Document
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(ii) Progress in the objects –
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Amount as proposed in the Offer Document in Rs. Crore |
Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Total unutilised i |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revised |
As at | During | Reasons for idle funds |
Proposed course of action |
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| amount n |
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| Cost |
beginning | the | At the end |
||||||||
| Rs. crore | |||||||||||
| in Rs. Crore |
of the quarter in Rs. Crore |
quarter in Rs. Crore |
of the quarter in Rs. Crore |
||||||||
| 1 | Working capital requirements |
CA Certificate*, Management Certificate, Offer Document^, Board Resolution for allotment, Board Resolution for Revision in Cost of Objects and Vendor Acknowledgement Letter and Invoices |
37.57 | 29.31 | 8.00 | 18.57 | 26.57 | 2.74 | Utilization of proceeds is towards advance payment for materials to vendor Neelkanth Infratech Private Limited, payment to supplier for materials and payment to construction contractors Force Construction Private Limited and Omtech Associates. |
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| 2 | To meet investment in subsidiary to mitigate any business prospects |
CA Certificate*, Management Certificate, Offer Document^, Board Resolution for allotment, Loan Agreement and Acknowledgement Receipt and Board Resolution for Revision in Cost of Objects |
62.00 | 48.37 | 0.00 | 48.37 | 48.37 | 0.00 | Utilization of proceeds is towards making investment in its subsidiaries i.e. Niraj Build India Limited and Niraj Consulting Group Limited in the form of loans. |
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| 3 | General Corporate Purposes |
CA Certificate*, Management Certificate, Offer Document^, Board Resolution for allotment, Board Resolution for Revision in Cost of Objects, Loan Agreement and Inter- corporate Deposit Receipt, and Invoices |
33.19 | 25.88 | 8.00 | 7.88 | 15.88 | 10.00 | Utilization of proceeds is towards advancing inter- corporate deposits (Offer document does not state this as an object to the issue) to Flightech Solutions Private Limited and Vajraa and Vayu Infra ConsultingPrivate Limited, |
As outlined in the Company’s Offer Document, the Board of Directors is empowered to utilize the Company’s funds at its discretion, in accordance with applicable laws. In line with this authorization, |
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| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Amount as proposed in the Offer Document in Rs. Crore |
Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Total unutilised |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revised |
As at | During | Reasons for idle funds |
Proposed course of action |
|||||||
| amount in R |
|||||||||||
| Cost |
beginning | the | At the end |
||||||||
| s. crore | |||||||||||
| in Rs. Crore |
of the quarter in Rs. Crore |
quarter in Rs. Crore |
of the quarter in Rs. Crore |
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| and reimbursement of payments made to vendors. |
the Board, at its meeting held on February 11, 2025, approved the deployment of funds through Inter- Corporate Loans and investments. Pursuant to this approval, the Company has extended funds in the form of secured Inter-Corporate Deposits (ICDs) to the vendors, for bona fide business purposes. These ICDs are fully secured by PDC’s and BG’s, significantly mitigating credit risk and ensuring the safety and timely recoverability of the deployed funds with significant returns which is beneficial in the interest of investors and Company. The primary objective of these ICDs is to support vendors in the procurement of raw materials and other essential inputs required |
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| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Amount as proposed in the Offer Document in Rs. Crore |
Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Total unutilised |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revised |
As at | During | Reasons for idle funds |
Proposed course of action |
|||||||
| amount in R |
|||||||||||
| Cost |
beginning | the | At the end |
||||||||
| s. crore | |||||||||||
| in Rs. Crore |
of the quarter in Rs. Crore |
quarter in Rs. Crore |
of the quarter in Rs. Crore |
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| for the Company’s operations. This initiative helps maintain an uninterrupted supply chain and supports the efficient functioning of production and service cycles, aligning with the Company’s broader operationalgoals. |
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| Total | 132.76 | 103.56 | 16.00 | 74.82 | 90.82 | 12.74 |
* The above details are verified with the help of CA certificate issued by Chaturvedi Sohan & Co. dated May 13, 2025
^ Sourced from page 47 and page 56 of the Offer Document
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(iii) Deployment of unutilized proceeds:
| Sr. No. | Type of instrument and name of the entity invested in |
Amount invested (Rs. Crore) |
Maturity date | Earning | Return on Investment (%) |
Market Value as at the end of quarter (Rs. Crore) |
|---|---|---|---|---|---|---|
| 1. | ICICI Bank Monitoring Account | 2.74 | - | - | - | 2.74 |
| 2. | Portfolio Management Services (Invested equity) – Motilal Oswal Financial Services |
9.91$ | - | - | - | 9.37 |
| 3. | Portfolio Management Services (Cash Balances) – Motilal Oswal |
0.09 | 0.09 | |||
| Total | 12.74 | 12.20 |
- The above details are verified with the help of CA certificate issued by Chaturvedi Sohan & Co. dated May 13, 2025
$ The company has parked unutilized proceeds in Portfolio Management Services (PMS) which is not in line with the interim use of proceeds as per the Offer document. Board Comments: the Company had temporarily deployed its unutilized funds through SEBI-registered Portfolio Management Services (PMS) entities as part of its interim treasury strategy.
(iv) Delay in implementation of the object(s) –
| Completion Date | Completion Date | Comments of the Board of Directors | Comments of the Board of Directors | ||
|---|---|---|---|---|---|
| Delay (no. of | |||||
| Objects | As per the offer | ||||
| Actual | days/ months) | Reason of delay |
Proposed course of action | ||
| document | |||||
| Working capital requirements | March 31, 2027 | Ongoing | Not Applicable | NIL | NIL |
| To meet investment in subsidiary to mitigate any businessprospects |
March 31, 2027 | March 31, 2025 | No delay | NIL | NIL |
| General Corporate Purposes | March 31, 2027 | Ongoing | Not Applicable | NIL | NIL |
- ^ Sourced from page 47 and page 56 of the Offer Document
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5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
| Source of information / certifications | |||||
| Amount | |||||
| Sr. No | Item Head^ | considered by Monitoring Agency for | Comments of Monitoring Agency | Comments of the Board of Directors | |
| in Rs. Crore | |||||
| preparation of report | |||||
| 1 | Inter-corporate deposits | 6.90 | Bank Statement, Management Certificate, CA Certificate, Loan agreement and Inter- corporate deposit receipt letter |
Utilization of proceeds is towards advancing inter-corporate deposits (ICDs) to Flightech Solutions Private Limited and Vajraa and Vayu Infra Consulting Private Limited, and reimbursement of payments made to vendors. |
NIL |
| 2 | Payment to vendors and contractors |
0.98 |
Bank Statement, Management Certificate, CA Certificate, and Invoices. |
NIL |
|
| Total | 7.88 |
* The above details are verified with the help of CA certificate issued by Chaturvedi Sohan & Co. dated May 13, 2025
^ Section from the offer document related to GCP:
“Upto 25% of the issue proceeds will be allocated for general corporate purposes. This allocation may cover, among other things, addressing ongoing corporate needs and contingencies, funding the company's operational costs and issue related cost as determined by the Board of Directors at their discretion, and any other purposes permitted under applicable laws”
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Disclaimers to MA report:
a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.