RKEC Projects Ltd

Dear Shareholders,

Your Directors have pleasure in presenting to you the Nineteenth Annual Report on Business and Operations of the Company along with audited Annual Financial Statements for the year ended 31st March, 2024.

PRESENTATION OF FINANCIAL STATEMENTS:

The financial highlights for the year under report are as under:

(Rs. in lakhs)

During the year under review, the Company has earned net profit of Rs. 1986.62/-lakhs. There is increase in profit after tax during the financial year 2023-24 when compared to the net profit after tax of the previous year. Your Directors are confident that the performance of the Company will be improved on all fronts in the current Financial Year.

1. DIVIDEND

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. With a view to financing the long term growth plans of the Company that requires substantial resources, the Board of Directors did not recommend any dividend for the Year under review.

2. CAPITAL STRUCTURE

The paid up share capital of the Company is Rs.23,99,06,000/- (Rupees Twenty Three Crores Ninety Nine Lakhs Six Thousand only) divided into 2,39,90,600 (Two Crore Thirty Nine Lakh Ninety Thousand and Six Hundred) equity shares of Rs.10/- each. The aforesaid Equity Shares are listed on National Stock Exchange of India.

Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

3. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and implementation requirements of Indian Accounting Standard (IND-AS) on accounting and disclosure requirements and as prescribed by SEBI Listing Regulations , the Audited Consolidated Financials are provided in this Annual Report.

The Financial Statement of the Company for the Financial Year 2023-24 are prepared in compliance with the applicable provisions of the Companies Act 2013, Accounting Standards and as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The consolidated Financial Statement has been prepared on the basis of the audited Financial Statements of the Company, RKEC Projects Limited and its JV Firms as approved by the respective Board of Directors/Management. Pursuant to the provisions of Section 136 of the Act, applicable rules relating to Accounting Standards, the Financial Statements of the Company and the Consolidated Financial Statements along with all relevant documents and Auditors Report thereon form part of this Annual Report.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year, there is no change in the nature of the business of the Company.

6. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

7. AMOUNT PROPOSED TO BE CARRIED TO RESERVES

The Directors have decided to transferthe entire amountin the retained earning s.

8. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company, that have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report. However the Covid -19 impact was still visible in the operations of the Company.

9. PERFORMANCE EVALUATION OF BOARD

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation on its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors. The Board's functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfilment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning. The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the Management outside Board/Committee Meetings. As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the Board meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

MANAGEMENTPOLICYOFTHECOMPANY

The Company has developed and implemented risk management policy, wherein all material risks faced by the Company are identified and assessed. The Risk Management Policy is uploaded on the website of the Company and can be accessed on Company's website www.rkecprojects.com .Report on risk and it's management forms part of the separate annexure-Management Discussion and Analysis Report.

A. Conservation of Energy:

During the year under review and nature of activities which are being carried on by your Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies' (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption, are not applicable to the Company. However, the Company has access regarding Conservation of Energy and Technology Absorption, wherever it is applicable

REMARKS:

The provisions of section 134(3) (m) of the Act relating to conservation of energy and technology absorption do not apply to the Company. The Company has, however, used information technology in its operations and continuously invests in energy-e cient o ce equipment at all o ce locations.

C. Foreign Exchange Earning & Out-Go:

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

13. CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the provisions of Section 135 read with Schedule VII of the Act, the Company has a CSR Committee of the Board which reviews and recommends (a) the policy on Corporate Social Responsibility (CSR) including changes thereto, and implementation of the CSR Projects or Programs to be undertaken by the Company as per its CSR Policy. The CSR policy of the Company is available on the website of the Company – www. rkecprojects.com. A report on CSR activities of the Company is enclosed as annexure to this report.

186 OF THE COMPANIES ACT, 2013

During the year, the Company has made no investment falling under the provision of Section 186 of the Companies Act, 2013 read with rules made there under. The Company has not given loan, guarantee or provided security in connection with the loan to any other body corporate or person. The members are requested to refer the notes to the Financial Statement which forms part of the Annual Report for detailed information.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of Contracts or Arrangements made with related parties referred to in section 188 (1) of the Companies Act, 2013, in the prescribed form (Form AOC-2) is appended as annexure to the Board's Report. The transactions with related parties are at arm's length and in ordinary course of business.

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015, your Company has a Policy on Related-Party Transactions which can be accessed on the website of the Company www.rkecprojects.com.

a. Composition

As on March 31, 2024, the Board of your Company consists of Nine Directors. Their details are as follows:

The composition of the Board is in line with the requirements of the Act and Listing Regulations. All the Directors have vast knowledge and experience in their relevant fields and the Company has benefitted immensely by their presence on the Board.

b. Changes in Directors and Key Managerial Personnel (KMP) during the year under review:

Mr. Garapati Radhkrishna resigned from the post of Managing Director w.e.f. 3rd June 2023 and he was retained as Chairman.

• Mr. R Jayachandran was appointed as Managing Director of the Company w.e.f. 3rd June 2023.
• Mr. R Jayachandran was appointed as CFO of the Company w.e.f. 1 Sep 2023.
• Mr. Potluri Srinivasa Chakravarthy resigned as Non-executive Director w.e.f. 1 Sep 2023.
• Mr. S M Jain was appointed as an Independent Director w.e.f. 14 February 2024.

c. Director retiring by Rotation.

As per the provisions of Companies Act, 2013, Smt Parvathi Devi Garapati (DIN: 00094961) retires by rotation at the ensuing Annual General Meeting and being eligible seeks reappointment. Based on the recommendation of the nomination and remuneration committee, the Board recommends her reappointment.

Her details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of your Company.

An appropriate resolution seeking your approval to her re-appointment as Director is included in the Notice.

d. Woman Director

In terms of the provisions of Section 149 of the Act and Regulation 17(1)(a) of Listing Regulations, the Company needs to have at least one woman director on the Board. The Company has Smt. Garapati Parvathi Devi as Woman Directors on the Board.

e. Declaration by Independent Director(s) and re-appointment, if any

The Company had Four Independent Directors on the Board and one more Independent Director, Mr. S M Jain, was appointed w.e.f. 14 Feb 2024. Mr. SM Jain is with experience of 37 years, holds degree of Chartered Accountant( ICAI) , Company Secretary (Intermediate) from ICSI , Bachelors of Commerce (University of Rajasthan). The Board is confident that he will be value addition to the Company. The Company has received declaration from each Independent Director of the Company under Section 149(7) of the Act that they meet the criteria of independence as laid down in Section 149(6) of the Act, they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act and subsequently the same was placed at the Board Meeting held on May 23, 2023.

Further, in terms of the recently introduced regulatory requirements, name of every Independent Director should be added in the online database of Independent Directors by Indian Institute of Corporate Affairs, Manesar ("IICA"). Accordingly, Independent Directors of the Company have registered themselves with the IICA for the said purpose.

A declaration by Managing Director confirming the receipt of this declaration from Independent Directorsis annexed to this report.

17. KEY MANAGERIAL PERSONNEL

Shri. G Radhakrishna-Chairman, Shri R Jayachandran-Managing Director/ Chief Financial Officer, Smt. G Parvathi Devi- Whole Time Director, Shri G V Rama Mohan-Whole Time Director/COO and CS Deepika Rathi- Company Secretary & Compliance Officer are Key Managerial Personnel of the Company in accordance with the provisions of section 2 (51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

18. MEETINGS OF THE BOARD OF DIRECTORS

The Board met 6 times in the Financial Year 2023-24 viz, 6 May 2023, 29 May 2023, 12 August 2023,1 Sep 2023, 11 Nov 2023 and 14 February 2024.

19. COMMITTEE MEETINGS

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements), 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws. A detailed report on all the committees including their terms of reference, number of times they met etc., is mentioned in the corporate governance report which forms part of this report. Further there are no instances where the Board has not accepted recommendations of Audit Committee. All recommendation of all committees were accepted by board. In order to ensure focused attention on business and for better governance and accountability, the Board comprises of following four committees:

Audit Committee

Was inducted in the committee on 23 May 2024.

Nomination & Remuneration Committee

Corporate Social Responsibility (CSR) Committee

Stakeholders Relationship Committee

* Was inducted in the committee on 23 May 2024.

20. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

(a) in preparation of Annual Accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) that such accounting policies as mentioned in the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and the profit of the Company for the year ended on thatdate;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operatingeffecti vely; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

21. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established Vigil Mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors of the Company frequently reviews the Vigil Mechanism/Whistle Blower Policy in order to ensure adequate safeguards to employees and Directors against victimization. The said policy is also available on the website of the Company at www.rkecprojects.com.

22. DETAILS OF INVESTOR'S GRIEVANCES/ COMPLAINTS

The Company has not received any complaints during the year. The pending complaints of the Shareholders/ Investors registered with SEBI at the end of the current Financial Year ended on 31st March, 2024are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2024.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has placed an adequate Internal Financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's Internal Financial Controls relating to its Financial Statements.

In addition, the Internal Auditor performs periodic audits in accordance with the pre-approved plan. They report on the adequacy and effectiveness of the internal control systems and provide recommendations for improvements.

During the year, such Controls were tested and no reportable material weakness was observed.

24. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The company has complied with applicable provisions of Secretarial standards issued by the Institute of Company Secretaries of India and approved by Government of India under section 118 (10) of the Companies Act, 2013.

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The company has formulated a policy on prevention of sexual harassment of women at workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year ended 31st March, 2024, the Company has not received any complaints pertaining to sexual harassment.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no subsidiary and associate companies which have become so and ceased as such during the financial year under review. The Company has entered into Joint Venture with M/s Suryadevara Engineers & Contractors, Vijayawada, M/s Qingdao Construction Engineering Group Co. Ltd, and M/s Rapid Net Sports System. The statement containing the salient feature of the JVs is given as Annexure.

Statutory Auditors

The present Auditors of the Company, M/s. SARC & Associates, Chartered Accountants (FRN: 006085N), were appointed as Statutory Auditors for a period of 5 year(s) at the Annual General Meeting held on 29th Sept, 2020 to hold the office till the conclusion of 20th Annual General Meeting of theCompany to be held in the year 2025.

In pursuant to Companies Amendment Act, 2017, enforced on 7thMay, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s SARC & Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report.

Secretarial Auditor

M/s Mehta & Mehta, Company Secretaries, Mumbai were appointed as Secretarial Auditors of the Company to conduct Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 for FY 2023-24 in the Board Meeting held on 6 May 2023. Secretarial Audit Report (MR-3) is annexed to this report. Secretarial Auditors have made the below mentioned observations:

a. Few EmployeesProvident Fund payments and filing of returns were delayed during the year.

Management Reply: There are few instances wherein filing was done on time but payment was delayed. the company has duly paid all the dues.

b.It appears that Form MR-1 related to Mr. Ramakrishna Jayachandran's appointment the date mentioned in the form is 2nd August 2023, which corresponds to the date the board approved the postal ballot notice, rather than the actual board meeting date. Additionally, there is a discrepancy between the tenure of the Managing Director as specified in the board resolution and what is reflected in the MR-1 filing with the Ministry of Corporate Affairs.

Management Reply: It was interpreted that date of board meeting to be mentioned in the Form MR-1 is the one when the directors approved te notice of postal ballot. Discrepancy is typo error. However, the attachments are in line and correct.

c.Financial results for the quarter ended June 30, 2023, were approved in the board meeting held on August 12, 2023, and published in the English newspaper on August 16, 2023 instead August 14, 2023.

Management Reply: Publication matter was sent to publisher on 13 Aug 23, but could not get published due to non-availability of space. 14th Aug 23 was a non working day for the press, as result publication could not happen on 15th August 23 being national holiday. To comply with the provisions in best available way, the financials were published in the English Newspaper on 16th August 23. Publication in the local newspaper was well within time.

Board noted the observations/qualifications made in the report by the Secretarial auditor and desired to strictly adhere to the compliance requirements under the various applicable laws.

Cost Auditors

The Company has appointed M/s Uppalapati & Associates LLP, Cost & Management Accountants, as Cost Auditors as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 for the FY 2023-24.

Internal Auditors

The Company has appointed M/s as Internal Auditor for the year 2023-24. The Company takes up the observations made by the Internal Auditor and adheres to comply with the same. The Company presents a report to the Board on the action taken for the comments raised in the Internal Audit Report. There are no such instances where Internal Audit reports submitted have any material qualifications, reservations or adverse remarks or disclaimers.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report is annexed to this report. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to cs@rkecprojects.com.

29. ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as at March 31, 2024 is available at www.rkecprojects.com.

30. CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled ‘Corporate Governance' has been included in this Annual Report, along with the Report on ‘Management Discussion and Analysis'. All Board members and Senior Management personnel have affirmed compliance with the code of conduct for FY2023-24. A declaration to this effect signed by the Chairman and Managing Director of the Company is included in this Annual Report. The Chairman and Managing Director/ Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as specified in the Listing Regulations. A certificate from a Practising Company Secretary regarding compliance of conditions of corporate governanceis attached to the Corporate Governance Report.

31. EVENT BASED DISCLOSURES

The Company has not issued any shares with differential Voting Rights or Sweat Equity shares or shares under Employee Stock Option Plan ("ESOP"). The Company has not provided any money to its employees for purchase of itsown shares. Hence, the Company has nothing to report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules,2014.

32. LISTING

The equity shares of the company got listed on Main Board of NSE on 18 Dec 2020 from SME platform of NSEand the Company has paid annual listing fees for the year 2023-24.

33. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of the (Listing Obligations Disclosures Requirements) Regulations, 2015 is given as an annexure to thisAnnual R eport.

34. HUMAN RESOURCE AND EMPLOYEE RELATIONS

Your people are your greatest resource. Your Company encourages and provides regular training to employees to improve skills. Your Company has performance appraisal system for senior employees and junior management staff. Rewarding individuals for their contribution is part of motivation towards Excellence. More details on this section are forming part of Management Discussion and Analysis Report.

35. PREVENTION OF INSIDER TRADING

"Insider Trading" is an unethical practice resorted to by those privy to certain unpublished information relating to the Company to profit at the expense of the general investors who do not have access to such information. The objective of the current Regulations is to prevent "insider trading" by prohibiting dealing, communicating, counseling or procuring "unpublished price sensitive information".

The Company has framed "The Code for Prevention of Insider Trading" as required under regulation 9 of theSecurities and Exchange Board of India (Prohibition Of Insider Trading) Regulations, 2015 to be observed by the Directors and Designated Employees in the performance of their duties. The Board of Directors have also adopted theCode of Fair Disclosure for the Company and would ensure that the Management adheres to this code to make the Unpublished Price Sensitive Information of the Company would be made available to the general public as soon as it is possible for the Company to do so. The Company recognizes that strict observance of the Code is a basic pre-requisite for ensuring full confidentiality of all "unpublished price sensitive information" and to build general investor confidence and stakeholder credibility.

36. OTHER DISCLOSURES

a. During the year under review, the Company has not allotted any equity shares with differential voting rights.

b. No frauds were reported by the auditors under sub-section (12) of section 143 of the Act.

c. The Company has complied with applicable Secretarial Standards for Board and General Meetings held during the year under review.

d. The Company has not revised Financial Statements as mentioned under section 131 of the Act.

37. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from valuable Stakeholders, Bankers, Central and State Government Departments, Dealers, Vendors and other Statutory and Regulatory Authorities for their excellent support and help rendered during the year.. The Directors also extend their special appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance and also for their continued commitment, dedication and cooperation.