Nitiraj Engineers Limited — AGM Information 2024

Sep 24, 2024

Date – 24/09/2024

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To, The Manager Listing & Compliance Department, National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra, Mumbai- 400051. (Maharashtra)

(Stock Symbol - NITIRAJ ISIN - INE439T01012)

Dear Sir/Madam,

Sub.: Compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") - Summary of Proceedings of the 25[th] Annual General Meeting.

We wish to inform you that the 25[th] Annual General Meeting ("AGM") of the Company was held on Tuesday, 24[th] September, 2024 through Video Conferencing ("VC") / Other Audio Visual Means("OAVM") in terms of the General Circulars issued by the Ministry of Corporate Affairs (,MCA Circulars') and Circular issued by the Securities and Exchange Board of India (,SEBI Circular'), and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations"). The proceedings of the 25[th] AGM were deemed to be conducted at the Registered Address 306 A Babha Bldgn M Marg Near Police Station Na Mumbai MH 400011 IN.

Meeting was started at 12.30 PM (IST).

As per the provisions of the Companies Act and SEBI Listing Regulations read with the aforesaid MCA Circulars, the Company had provided the facility of remote e-voting and e-voting at the 25[th] AGM to the Shareholders to enable them to cast their vote electronically on the Resolutions proposed in the Notice of the 25[th] AGM. The remote e-voting was open from Friday, 20[th] September, 2024 (9.00 AM IST) to Monday, 23[rd] September, 2024 (5.00 p.m. IST).

The Board of Directors had appointed CA Yash Goyal, Chartered Accountant, as the Scrutinizer for the remote e-voting and e-voting at the 25[th] AGM. CA Yash Goyal shall carry the scrutiny of all the electronic votes received upto 5.00 p.m. (IST) on Monday, 23[rd] September, 2024 and e-voting at the 25[th] AGM and shall submit his report within two working days from conclusion of the AGM.

In this regard, please find enclosed the summary of proceedings of the 25[th] AGM of the Company pursuant to Regulation 30 of the SEBI Listing Regulations given as Annexure -I.

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The Transcript of the 25[th] Annual General Meeting will be posted on the website of the company at https://nitiraj.net/

Kindly take the same on record and acknowledge the receipt.

Thanking You,

Yours Sincerely, For Nitiraj Engineers Limited

Deepika Digitally signed by Deepika Amit Amit Dalmiya Date: 2024.09.24 Dalmiya 18:07:33 +05'30'

Dipika Dalmiya Company Secretary & Compliance Officer M. No. A58029

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Summary of the Proceedings of the 25[th] Annual General Meeting ("AGM") of Nitiraj Engineers Limited held through Video Conferencing and Audio-Visual Means on Tuesday, September 24, 2024.

Meeting Day, Date, and Time : Tuesday, September 24, 2024, at 12.30 PM (IST). The Meeting concluded at 1.00 PM.

Mode: Through Video Conferencing (VC) and Audio-Visual Means (OVM), which was held in compliance with the General Circulars issued by the Ministry of Corporate Affairs (‘MCA Circulars')and Circular issued by the Securities and Exchange Board of India (SEBI Circular), and as per the applicable provisions of the Companies Act, 2013 and the Rules made there under and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations").

Members attending the Meeting: 24 Members were attended the meeting virtually in person/through authorized representatives. In terms of the MCA circulars and SEBI circular, the requirement of appointing proxies was not applicable.

The 25[th] Annual General Meeting ('AGM') of Nitiraj Engineers Limited (the "Company"), was held on Tuesday, September 24, 2024 at 12:30 P.M. through Video Conferencing/Other Audio-Visual Means in compliance with the Circulars issued by the Ministry of Corporate Affairs ("MCA"), the Securities and Exchange Board of India ("SEBI").The proceedings of the AGM were deemed to be conducted at Factory address of the company at Registered Address 306 A Babha Bldgn M Marg Near Police Station ,Na Mumbai MH 400011 IN. which was the deemed venue of the AGM.

Quorum: The requisite quorum as required under Section 103 of the Companies Act, 2013 was present throughout the meeting.

All the directors were present at the meeting through Video Conference and Other Audio Visual. Mr. Hung Sin, Whole Time Director of the company chaired the meeting after ascertaining the quorum.

The Chief Financial Officer welcomed the Members at the 25[th] AGM of the Company.

The Chief Financial Officer, Mr. Ashish Sharma informed the Members that, the 25[th] Annual General Meeting of the Company was convened through Video Conferencing or Other Audio-Visual Means, in accordance with circulars issued by the Ministry of Corporate Affairs (MCA) in this regard and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Chief Financial Officer welcomed the Shareholders and introduced members of the board at the 25[th] AGM of the Company. All the Board of Directors were present at the meeting at the 25[th] AGM.

The Chief Financial Officer further welcomed the Statutory Auditors, Sharp Aarth & Co LLP Chartered Accountants and Secretarial Auditors, D Sagar & Associates, Company Secretaries, Scrutinizer CA Yash Goyal and confirmed the presence of Company Secretary of the Company at the 25[th] AGM.

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The Chief Financial Officer informed the Members that, in terms of the MCA circulars and SEBI circular, the requirement of appointing proxies were not applicable, while other statutory registers, books and records were available for inspection electronically.

He mentioned that the Auditors Report as well as Secretarial Auditors Report did not contain any qualification, observation or adverse comment; hence, it was not required to read these Reports at the meeting. With the consent of the Members, the Notice convening the 25[th] AGM along with the Annual Report 2023-24 as already circulated with members were taken as read.

The Chief Financial Officer, informed the Members that the Company had provided the facility of "remote e-voting" for voting on the resolutions contained in the Notice calling the AGM. The remote e-voting commenced from Friday, September 20, 2024 (9.00 a.m. IST) and ended at Monday, September 23, 2024 (5.00 p.m. IST). He also informed that the Company has provided the facility to vote at the meeting through e-voting platform of NSDL to those Members who did not exercise their vote through remote e-voting. He further informed that CA Yash Goyal were appointed as the Scrutinizer for remote e-voting as well as e-voting at the AGM and they would hand over the combined report on voting within two working days of conclusion of the AGM.

After that Chief Financial Officer Mr. Ashish Sharma read the items of business as mentioned in the Notice convening the 25[th] AGM, which were put to vote through remote e-voting and e-voting at the 25[th] AGM, given as follows:

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Sr No Business conducted at the25 [th] AGM Type of Resolution
1 To receive, consider and adopt Standalone Audited Financial Ordinary Resolution
statements including Profit and Loss Account Balance Sheet, for
the financial year ended 23-24 as on 31st March, 2024 along with
Directors Report and Audited Report of the Company.
2 To ratify appointment of M/s. SHARP AARTH & CO, Chartered Ordinary Resolution
Accountants Statutory Auditors and Fix Their Remuneration
3 To Declare final dividend on equity shares for financial year Ordinary Resolution
ended March 31, 2024
4 To appoint director in place of Mrs. Shakuntala Rajesh Bhatwal Ordinary Resolution
(DIN : 01953906), who retires by rotation at this Annual General
meeting and being eligible offers herself for re- appointment
5 To Reappoint Mr. Rajesh Bhatwal (DIN: 00547575) as Managing Ordinary Resolution
Director & CEO of the Company
6 To fix the remuneration of Cost Auditors M/s Cheena & Ordinary Resolution
Associates for FY 24-25.
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With due consent of all the members Mr. Hung sin, whole Time director elected as chairperson for the purpose of this AGM.

After that Mr. Rajesh Bhatwal Managing Director of the company addressed to shareholder and read out letter to shareholder.

The Chief Financial Officer deliberated the members about the performance of the Company in the financial year 2023-24, highlighting our achievements in India and abroad. Also discussed our new product developments and our expansion into new markets for existing products. Additionally, the company is also entering into the drone manufacturing and remote pilot training segment.

He further conveyed thanks for continued trust in the Company.

Then Speaker Shareholders Communicate with Managing Director of the company and appreciated work and growth of the company.

The Chief Financial Officer informed that the Company Secretary of the Company authorised to receive the voting results and intimate the same to the stock exchanges in accordance with the requirements prescribed under the Companies Act, 2013 and other applicable laws.

The Chief Financial Officer stated that the consolidated results of the remote e-voting and e-voting at the AGM venue would be announced within 2 working days of the conclusion of the meeting and the results along with the Scrutinizer's Report would be intimated to the Stock Exchanges in terms of the Listing Regulations and would be placed on the website of the Company and National Stock Exchange of India (NSE).

The Chief Financial Officer informed the members that the e voting process will continue for the next 15 minutes and will be disabled automatically. Thereafter the meeting was concluded with a vote of thanks to the chair by Mr. Ashish Sharma, Chief Financial Officer and declared the meeting as concluded at 1.00 P.M.

Yours Sincerely, For Nitiraj Engineers Limited

Deepika Amit Digitally signed by Deepika Amit Dalmiya Dalmiya Date: 2024.09.24 18:08:04 +05'30'

Dipika Dalmiya Company Secretary & Compliance Officer M. No. A58029