RMC Switchgears Ltd

Dear Members,

Your Board of Directors ('Board') are pleased to present the 30^th (Thirtieth) Annual Report on the affairs, business and operations of your Company together with the Audited Financial Statements for the Financial year ended 31^st March, 2024.

Financial Results

The summarised Financial Performance of your Company for the financial year ended 31^st March, 2024 is summarised as follows:

'in Lacs

Note 1 - Previous year's figures have been regrouped and rearranged wherever necessary.

Note No 2 - The Company has incorporated a subsidiary Company on 29.01.2024. No business operations have commenced till 31^st March 2024 hence the Consolidated figures are not given in the financial performance.

FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

The Company's revenue from operations for FY 2023-24 was ' 17,346.07 lakh compared to ' 12,573.41 lakh in the previous year, an increase of 1.38 times over the previous year. The Company's Profit before tax was ' 2,142.00 lakh during the year compared to ' 1,695.34 lakh in the previous year. The Company earned a net profit after tax of ' 1,488.74 lakh as against a net profit after tax of ' 1,174.07 lakh in the previous year.

DIVIDEND

Interim Dividend Declared during the F.Y. 2023-24 @2% (i.e. ' 0.20 per share) and paid within prescribed time to shareholders.

TRANSFER TO RESERVES & SURPLUS

As permitted under the provisions of the Companies Act, 2013, no amount has been proposed to be carried to any Reserves. The entire amount of ' 1,488.74 lakh is proposed to be retained in the Surplus.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

The Company obtained credit rating from informercis Valuation and Rating Private Limited, a Credit Rating Agency, on 13^th August 2024 for long-term bank facilities as IVR BBB-/Stable and short-term bank facilities as IVR A3.

The Board proposed to issue 218500 equity shares on preferential allotment basis at ' 687/- per share subject to approval from shareholders in ensuing Extra Ordinary General Meeting scheduled on 05.09.2024.

There have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report during the year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of the business for the Company

CHANGE IN CAPITAL STRUCTURE

During the year, your Company issued Bonus Shares 34,36,100 Equity Shares of '10/- each as a result of which, the paid-up share capital of the Company as on 31^st March, 2024 stood increased to '1030.83 lakh comprising of 1,03,08,300 Equity Shares of '10 each.

Further, during the financial year 2023-24, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March,

2024 None of the Directors or Key Managerial Personnel of the Company holds instruments convertible into equity shares of the Company. All the Shares of the Promoters which are held in the Company are in dematerialised form.

DEPOSITS

During the year under review, your Company has not accepted any deposits or there is no amount which has been considered as deemed deposit within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

During the year under review, the company has Loan from Directors at the beginning of the year ' 506.88 Lacs., Loan received during the year ' 1460.09 Lacs and repaid ' 1598.28 Lakh. The closing balance was ' 368.69 Lacs.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENT

Particulars of Loans, Guarantees and Investments as on the financial year ended 31^st March, 2024 as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the respective notes to Financial Statements provided in the Annual Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has one Subsidiary Company namely M/s Intelligent Hydel Solutions Private Limited. There has been no material change in the nature of the business of the subsidiary.

A separate statement containing the salient features of financial statements of the Subsidiary of the Company pursuant to Section 129 and other applicable provisions, if any, of the Companies Act, 2013 is not annexed being the subsidiary company was incorporated in January 2024 and having no operation till 31^st March 2024.

The Financial Statements of the Subsidiary Company and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except public holidays up to the date of the Annual General Meeting ('AGM') as required under Section 136 of the Companies Act, 2013. Any members desirous of obtaining a copy of the said Financial Statements may write to the company at its Registered Office. The Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiary and all other documents required to be attached to this report have uploaded on the website of the Company i.e https://www.rmcindia.in/ during the reporting period, no other company has become or ceased to be a subsidiary/joint venture or associate Company.

CREDIT RATING

During the period under review, the Company has obtained credit ratings from CRISK Rating Limited, a Credit rating agency, for long-term bank facilities as as IVR BB+ /Stable and for short-term bank facilities as IVR A4.

MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year, the Company has not altered its Articles of Association and Memorandum of Association.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Company's Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred to as "Listing Regulations"] and provisions of the Articles of Association of the Company.

Retirement by rotation and subsequent re- appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company's Articles of Association, Mr. Ankit Agrawal (DIN: 00793035), is liable to retire by rotation at the 30^th Annual General Meeting and being eligible offers himself for re- appointment.

The brief resume and other details as required under Regulation 36(3) of the SEBI (LODR) 2015, of the Directors seeking re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms a part of the Annual Report.

Appointment / Cessation

Mr. Kuljit Singh Popli, was appointed by the Board as an Additional Director (Non-Executive Independent) and Mr. Akhilesh Kumar Jain as an Additional Director on the Board of the Company w.e.f. 15^th July, 2024 and to be regularized by the Shareholders at the 30^th Annual General Meeting held on 28^th September, 2024. Mr. Popli shall hold office for a term of 5 consecutive years from 15^th July, 2024 to 14^th July, 2029.

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as "KMP") of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Rules framed there under:-

Mr. Ashok Kumar Agarwal, Chairman cum Managing Director; Mr. Ankit Agrawal, Whole-time Director & Chief Executive Officer;

Mrs. Neha Agarwal, Executive Director; and

Mr. Anand Chaturvedi, CFO

During the year, there has been change in the Key Managerial Personnel of the Company. However, during the Financial Year 2023-24, Mrs. Preeti Khatore has resigned from the post of Company Secretary & Compliance Officer w.e.f. 28^th July, 2023 and Ms. Shivi Kapoor has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 14^th August, 2023. Details pertaining to their remuneration have been provided in the copy of the Annual Return available on the website of the Company under the weblink: https://www. rmcindia.in. None of the KMP of the Company is holding office in any other Company as KMP and none of the Directors/ KMP of the Company are disqualified.

The changes in KMPs, after closing of the Financial Year 202324 and till the date of this Report, are as under:

1. Mr. Ashok Kumar Agarwal has been re-appointed as Chairman & Managing Director of the Company for a period of 5 years, w.e.f. 1^st April, 2024 to 31^st March, 2029. The resolution for re-appointment is being placed in this AGM for approval of Shareholders.

2. Mr. Ankit Agrawal has been re-appointed as Whole-time Director and CEO of the Company for a period of 5 years, w.e.f. 1^st April, 2024 to 31^st March, 2029. The resolution for re-appointment is being placed in this AGM for approval of Shareholders.

3. Mrs. Neha Agarwal has been re-appointed as Executive Director of the Company for a period of 5 years, w.e.f. 1^st April, 2024 to 31^st March, 2029. The resolution for reappointment is being placed in this AGM for approval of Shareholders.

4. Mr. Anand Chaturvedi has been appointed as CFO of the Company, w.e.f. 1^st April, 2024.

5. Ms. Shivi Kapoor has resigned from the post of Company Secretary and Compliance Officer on 29^th May, 2024

Statement of Declaration given by Independent Directors

The Company has received the necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and are not disqualified from continuing as Independent Directors. The Independent Directors have also confirmed that they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs. Furthermore, the Company has also received statements from all the Independent Directors that they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also a statement on compliance with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company.

Separate Meeting of Independent Directors of the Company

The Independent Directors met once during the year under report, i.e., 23^rd December, 2023, without the presence of NonIndependent Directors or members of the management.

The Independent Directors evaluated the performance of the Non-Independent Directors, wherein the evaluation of the performance of the Non-Independent Directors, including the Chairman and also of the Board as a Whole was made, against pre-defined and identified criteria.

BOARD EVALUATION

The evaluation process focused on various aspects of the Board and its Committees such as composition and structure, functioning, the effectiveness of Board processes, information and functioning, etc.

The evaluation of all the Directors and the Board as a whole was conducted by the Board and found to be satisfactory. The flow of information between the Company management and the Board is adequate, qualitative and timely. As required under the provisions of the Act, a meeting of all Independent Directors was convened and held during the year. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting including the performance of the Board, its Committees and individual directors.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Schedule IV of the Companies Act, 2013, the Directors of the Company are familiar with their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company etc. and updated on changes and developments in the Domestic and Global Corporate and Industry Scenario including those pertaining to statutes, legislations, and economic environment and on matters affecting the Company, to enable them to take well informed & timely decisions. Details of such familiarisation programs are posted on the website of the Company at the https://rmcindia.in/investors/ policies-code-form/familiarization- programme-for-non- executive-directors-pdf/

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) & 134(5) of the Act, your Board of Directors to the best of their knowledge and ability hereby confirm that:

a. In the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls for the Company and these internal financial controls were adequate and operating effectively;

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

DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE YEAR

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. The Meetings of the Board of Directors were held at the Corporate Office of the Company situated at B-11 (B&C) Malviya Industrial Area, Jaipur- 302017 Rajasthan. The notices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board and Committee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to make informed decisions. All observations, recommendations and decisions of the Committees were placed before the Board for consideration and approval.

During the financial year 2023-24, 9 (Nine) Meetings were convened and held on 04^th May 2023; 14^th August 2023;02^nd September, 2023; 03^rd October;17^th October, 2023; 06^th November, 2023; 23^rd December 2023; 24^th January 2024; 16^th February 2024 The gap between two consecutive Board Meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the Listing Regulations. The necessary quorum was present at all the meetings.

The attendance of each Director at the Meetings of the Board of Directors held during the financial year 2023-24 is as follows:

COMMITTEES OF THE BOARD

As on 31^st March, 2024, the Board has 4 (Four) committees as per the provisions of the Companies Act, 2013 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

The Board has the following committees as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee

• CSR Committee

Audit Committee

The Board of Directors of your Company has duly constituted the Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder. The Audit Committee comprises of Mr. Kuldeep Kumar Gupta (Non-Executive Independent Director) the Chairman of the Committee, Mr. Ashok Kumar Agarwal (Chairman Cum Managing Director) and Mr. Mane ShriramVishwasrao (Non-Executive Independent Director) as Members of the Committee as on 31^st March, 2024.

The powers, role and terms of reference of the Audit

Committee covers the areas as contemplated under Section 177 of the Act and such other functions as may be specifically delegated to the Committee by the Board from time to time. The Board has accepted all recommendations made by the Audit Committee during the year.

4 (Four) Audit Committee Meetings were held during the financial year 2023-24. The dates on which the meetings were held are 04^th May, 2023; 02^nd September, 2023; 06^th November, 2023; 23^rd December 2023. The attendance of each Member at the Audit Committee Meetings held during the financial year 2023-24 is as follows:

Nomination and Remuneration Committee

The Committee comprises of Mr. Kuldeep Gupta (NonExecutive Independent Director), Chairman of the Committee, Mr. Mane Shriram Vishwasrao (Non-Executive Independent Director), and Mrs. Krati Agarwal (Non- Executive Independent Director), as members of the Committee as on 31^st March, 2024.

The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.

3 (three) meetings of the Nomination and Remuneration Committee were held during the year 2023-24. The dates on which the meetings were held are 10^th August, 2023; 02^nd September, 2023 and 03^rd October, 2023. The attendance of each Member at the Nomination and Remuneration Committee Meetings held during the financial year 2023-24 are as follows:

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Kuldeep Gupta (Non-Executive Independent Director), Chairman of the Committee, Mr. Mane Shriram Vishwasrao (Non-Executive Independent Director), and Mrs. Krati Agarwal (Non-Executive Independent Director), as members of the Committee as on 31^st March, 2024.

The Committee, inter-alia, reviews the issue of duplicate certificates and oversees and reviews all matters connected with the Company's transfers of securities. It looks into the redressal of shareholders'/investors' complaints related to the transfer of shares, non-receipt of annual reports, nonreceipt of declared dividends and such other functions as may be specifically delegated to the Committee by the Board from time to time. There being no investor grievances complaint pending, the committee reviewed the existing procedures for attending to complaints as and when they arise.

1 (One) Stakeholders Relationship Committee Meetings were held during the financial year 2023-24. The dates on which the meetings were held are 23^rd December, 2023.

The attendance of each Member at the Stakeholders' Relationship Committee Meetings held during the financial year 2023-24 is as follows:

CSR Committee

The CSR Committee comprises of Mr. Ashok Agarwal, Chairman of the Committee, Mr. Kuldeep Kumar Gupta (NonExecutive Independent Director), and Mrs. Neha Agarwal (Executive Director), as members of the Committee as on 31^st March, 2024.

The Committee , recommend to the Board a Corporate Social Responsibility (CSR) policy which shall indicate the activities to be undertaken by the Company, as specified in Schedule VII of the Act, to recommend the amount of expenditure to be incurred on the activities, and to monitor the CSR policy of the Company from time to time

1 (One) CSR Committee were held during the financial year 2023-24. The dates on which the meetings were held are 2^nd September, 2023.

NO DEFAULT

Qualifications for the year under review. Further pursuant to provision of sec 148 (I) of the Companies Act 2013, maintenance of cost records is specified by the Central Government are maintained by the Company.

The Company has not defaulted in payment of interest and repayment of a loan to any of the financial institutions and/ or banks during the period under review.

RELATED PARTY TRANSACTIONS

As required under the Companies Act, prior omnibus approval was obtained for Related Party Transactions on a quarterly basis for transactions that are of a repetitive nature and/or entered in the ordinary course of business and are at Arm's Length basis, in the first meeting of Audit Committee for the financial year 2023-24.

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2023-2024 were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company's policy on dealing with related party transactions. During the year there were no material significant related party transactions made by the Company with Promoters, Directors or KMP which may have potential conflict with the interest of the Company at large. All transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval. The details of the related party transactions are set out in Notes to the Financial Statements of the Company. The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website https://rmcindia.in/investors/ policies-code-form/related-party- transactions-policy-pdf/

None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the Company. There were transactions during the year under review which would require to be reported in Form AOC-2 as Annexure - B

AUDITORS AND AUDITORS' REPORTS

Statutory Auditor

M/s. Rakesh Ashok & Co., Chartered Accountants Firm Registration No. 011273C were appointed as Statutory Auditors of the Company by the members at the 28^th Annual General Meeting for a period of five years to hold office from the conclusion of the Annual General Meeting held in year 2022 till the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors of the Company have submitted an Auditors' Report on the financial statements of the Company for the financial year ended 31^st March, 2024. The reports do not contain any reservations, qualification or adverse remarks. The information referred to in the Auditors' Report is self-explanatory and does not call for any further comments.

Secretarial Auditor

The Board of Directors of your Company has as per the requirement under Section 204 of the Act and rules made there under, re-appointed B K Sharma & Associates, Company Secretaries (COP No. 12636), to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023- 24 forms an integral part of this Report as 'Annexure- A'. There is no audit qualification for the year under review.

Cost Auditor

During the year under review, the Company has appointed cost Auditors M/s Deepak Mittal & Company as per requirement of the Central Government and pursuant to the section 148 of the Companies Act 2013 read with Companies (Cost Record & Audit) Rules 2014. The report of Cost Auditors placed before the board and no audit qualification for the year under review. Further pursuant provision of sec. 148 (1) of the companies act 2013 maintenance of cost records are specefied by the centeral government are maintain by the company.

Internal Auditor

Pursuant to the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made there under, Mr. Rakesh Kumawat, Chartered Accountant was appointed as the Internal Auditor of the Company for the financial year 2023-24. The Internal Auditor has placed the Internal Audit Report for every quarter and the same was discussed with the Board.

BOARD POLICIES

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy and also report instances of leak of unpublished price sensitive information. The policy provides for adequate safeguards against victimisation of Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/Employees has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at the web linkhttps://www.rmcindia.in/admin/ sites/default/files/Vigil-Mechanism-Whistle-Blower- Policy-2.pdf

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration policy duly adopted and approved by the Board. The Nomination and Remuneration Policy of the Company includes the terms and conditions for appointment and payment of remuneration to the Directors and KMP and other Senior Management Personnel including criteria for determining qualifications, positive attributes, and independence of a director as per Section 178 and Schedule IV of the Act. There have been no changes in the said policy during the year. The said policy may be accessed on the website of the Company at the web linkhttps://www.rmcindia.in/admin/sites/default/ files/Nomination-Remuneration-Policy.pdf

Risk Management Policy

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy may be accessed on the website of the Company viz.,https://www.rmcindia.in/admin/sites/default/files/Risk- management-Policy.pdf

Other Codes and Policies may be accessed on the website of the Company viz., http://www.rmcindia.in.

SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to meetings of the Board of Directors and General Meetings respectively, have been duly complied with.

ANNUAL RETURN

A copy of the Annual Return of the Company has been placed on the website of the Company at the web link http://www. rmcindia.in.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been uploaded on the Company's web linkhttps://www.rmcindia.in/admin/sites/default/files/ Code-of-conduct.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the Designated Employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price-sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by designated persons. The code of practices and procedures for fair disclosure of unpublished price-sensitive information is also available on the Company's website i.e. https://www.rmcindia.in/admin/sites/default/ files/Code-of-Insider-Trading.pdfThe Board is responsible for the implementation of the Code. All the Directors and the Designated Employees have confirmed compliance with the Code.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited - SME Platform and the Annual listing fee has been duly paid.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls. The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls are adequate and operating effectively. The effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the Internal Audit Team.

The members of the Audit Committee of your Company are well-versed with the financial management. Such an adequate internal control system helps in the identification of potential operation processes.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company for the financial year 2023-24.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/ court that would impact the ongoing concern status of the Company and its future operations.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding '10 Crore and Net Worth not exceeding '25 Crore, as on the last day of the previous financial year;

b) Listed entity that has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption

(b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2023-24.

In line with same, the Company files the Corporate Governance-Non Applicability Certificate to BSE as per Regulation 27(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34 (2) (f) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure - C' forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as 'Annexure - D'.

The statement containing names of the top ten employees in terms of remuneration drawn and their other details as required to be furnished under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH THE PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

An Internal Complaints Committee (ICC) has been constituted in accordance with the provisions of the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment and all the provisions regarding the constitution are complied with.

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.

The role of ICC is not restricted to mere redressal of complaints but also encompasses the prevention and prohibition of sexual harassment. During the year under review, the Company has not received any Complaint pertaining to Sexual Harassment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to formulate and recommend to the Board a Corporate Social Responsibility (CSR) policy which shall indicate the activities to be undertaken by the Company, as specified in Schedule VII of the Act, to recommend the amount of expenditure to be incurred on the activities, and to monitor the CSR policy of the Company from time to time. The Company has developed and implemented a CSR Policy, which contains projects and programs, is available on Company's website at https://www. rmcindia.in/.

Your Company has spent a sum of '12.45 lakh under CSR activities during the year. A report on CSR activities, i.e. initiatives taken during the year, in the prescribed format as required under section 134(3)(o) read with section 135. is an as annexure 'E'.

DISCLOSURE WITH RESPECT TO THE DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/ unclaimed suspense account arising out of public/ bonus/ right issues as at 31^st March 2024. Hence, the particulars relating to the aggregate number of shareholders and the outstanding securities in suspense account and other related matters are not applicable.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund during the FY 2023-24.

APPLICATION/PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE, 2016

There are no proceedings initiated/ pending against the Company under the Insolvency & Bankruptcy Code, 2016 which materially impact the business of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from suppliers, investors, banks, all regulatory and government authorities and all other business associates. The Board places on record its sincere appreciation towards the Company's valued customers for the support and confidence reposed by them in the organisation and looks forward to the continuance of this supportive relationship in the future. Your Directors proudly acknowledge the contribution and hard work of the employees of the Company at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.