RR Metalmakers India Ltd

To

The Members,

Your Directors have pleasure in presenting the 29^th Annual Report of the Company and the Standalone Audited Financial Statement of the Company for the financial year ended March 31, 2024 together with the Auditor's Reports thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31, 2024, are highlighted as under:

(Amount in Rs. Lacs)

2. Brief description of the Company's working during the year / state of Company's affairs and operational results:

During the current year, the Company's income from operations increased to Rs. 9,638.93 Lakhs, experiencing an increase of 14.52% compared to Rs. 8,416.89 Lakhs achieved during the corresponding period in the previous year. In view of the increase in turnover, the Company has made profit after tax of Rs. 105.12 lacs against the loss after tax of Rs. 102.95 Lakhs in the previous year.

The Company faced challenges in the past year, primarily due to lower productivity because of delay in installing new machinery leading to reduced profitability. Despite these difficulties, the Directors remain optimistic about the Company's prospects. They express their confidence in boosting sales within the manufacturing sector, which they believe will result in substantial profits in the future.

In view of the good business and cash flow, after the closure of financial year the Company has surrendered the channel finance facility of Rs. 7 Crore taken from Tata Capital Financial Services Limited which resulted in substantial reduction in loan.

With a positive outlook, strategic initiatives and aggressive approach of the Management, the Company has overcome the obstacles of the past year and could able to make profits. The Company is strive for a more successful and prosperous future.

3. 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:

The Hon'ble National Company Law Tribunal, Mumbai Bench, ("NCLT") vide its order dated April 22, 2024 ("Order"), has admitted the application filed by Jaldhi Overseas PTE Ltd under section 9 of the Insolvency and Bankruptcy Code, 2016, read with Rules and Regulations framed thereunder for an alleged amount of default of Rs. 4.32 Crore and accordingly the Corporate Insolvency Resolution Process ("CIRP") was commenced on RR Metalmakers India Limited ("Company") with effect from April 22,2024 and appointed Interim Resolution Professional under the Code.

In this regard, the Company has filed an Appeal before the Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi ("NCLAT"). The Appeal was accepted by the NCLAT on April 24,2024 ordering that no further steps shall be taken in the CIRP initiated against the Company (pursuant to order dated April 22, 2024 of the NCLT) till the next date.

The Company is committed to pursuing all requisite actions to ensure the preservation of its rights and interests. Our engagement with this matter is ongoing, and we are poised to proceed judiciously as guided by legal expertise. As guided, the Company has made above appeal.

However, the operation of the Company is ongoing without any interruption.

4. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

Except, as mentioned in the above point no. 3 above, no other material changes and comments happened affecting the financial position of the Company.

5. The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016:

Except, as mentioned in the above point no. 3 above, no other application was made and proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

6. Change in the nature of business, if any:

The Company is in the business of manufacturing and trading of Steel and Iron Ores and its products. There was no change in nature of business during the period under report.

7. Reserves:

The Board does not propose to carry any amounts to reserves. The profit after tax during the year was carried to Surplus/Deficit account.

8. Dividend:

In view of the fund requirement for growth and carried forward losses, your Directors regret their inability to recommend any dividend for the financial year 2023-24.

9. Rating:

The Company has taken Credit Rating from Care Ratings Limited. The Company has been assigned Care B+; STABLE for Long Term Bank Facilities & Care A4 for Company's Short Term Bank Facilities.

During the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). But there is unclaimed amount lying in the Company towards Interim Dividend declared for the financial year 2017-18, which will be transferred to IEPF account if it remains unpaid or unclaimed for a period of seven years.

The paid up Share Capital of the Company as on March 31, 2024 was Rs. 9,00,88,240/- consist of 90,08,824 Equity Shares of Rs. 10/- each.

The Shares of the Company are listed on BSE Limited under scrip code 531667 and having ISIN INE117K01013.

During the year under Report there was no change in capital structure and also there was no issue or allotment of shares or securities.

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 ("the Act") read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this Report. The link of the Annual Report is as follows: https://www.rrmetalmakers.com/annual-return.asp

At the 27^th Annual General Meeting held on September 30, 2022, M/s. M. A Chavan & Co., Chartered Accountants (Firm Registration No. 115164W) were appointed as the Statutory Auditors of the Company for 5 consecutive financial years i.e. till the Annual General Meeting to be held for the financial year 2026-27.

During the year there was no change in Auditors in the Company.

As required under section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, in its meeting held on September 01, 2023 has appointed Mr. S Lakshminarayanan (Membership No. ACS: 6423 and C. P. No.: 2788), Practicing Company Secretary, as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report as required under the Act. Subsequently, the said Secretarial Auditors has tendered their resignation to act as Secretarial Auditors for the year 2023-24.

In order to fill the said vacancy in the office of Secretarial Auditor, the Board, on the recommendation of Audit Committee, has in its meeting held on June 04, 2024 appointed M/s. Hemanshu Kapadia & Associates (Membership No. FCS: 3477 and C.P. No.: 2285), Practicing Company Secretaries, as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report as required under the Act.

M/s. Vikram Shah and Co., Chartered Accountants, were appointed as Internal Auditors of the Company for the financial year 2023-24. In compliance with the provisions of Section 138 of the Act the Board, on the recommendation of the Audit Committee, has re-appointed the said firm as Internal Auditors of the Company for the financial year 2024-25 also.

The Auditors' Report and annexure to the Auditors' Report are self-explanatory and does not contain any qualifications, reservations, adverse remarks or disclaimers therefore, no explanations need to be provided for in this report. However, the Auditors in its report has drawn attention to "Emphasis of Matters", the same is given herein under alongwith explanation thereto:

The Secretarial Audit Report in form MR-3 issued by M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, for the financial year 2023-24, is appended as Annexure - 1 to the Board's Report.

The Secretarial Audit Report for the financial year 2023 24 contains observation. Observation of Secretarial Auditors and Management reply for the same is given in below table:

As the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 was applicable on the Company; the Company was required to maintain Cost records. Accordingly, the Company has maintained the cost record.

A. Conservation of energy:

i. The steps taken or impact on conservation of energy: Our Company has always considered energy and natural resource conservation as a focus area and has been constantly making efforts towards its conservation. The Company has manufacturing operations at Gujarat and uses electricity as main source for operation. The Company, on continuous basis, has taken several sustainable steps voluntarily to contribute towards better environment. Select few steps are listed below:

a) Monitoring the Electricity Expenses on monthly basis,

b) Regular maintenance of machinery and electric equipment,

c) Use of energy efficient electric equipment, and

d) Educating employees and workers for energy conservation.

ii. The steps taken by the Company for utilizing alternate sources of energy: The Company is using electricity as main source of its energy requirement for its manufacturing activities. The Company uses the generator in case of electricity failure to run the manufacturing activity. The Company is not exploring alternate sources of energy.

iii. The capital investment on energy conservation equipment: The Company has not made any capital investment on energy conservation equipment.

i. The efforts made towards technology absorption: Our Company has continued its endeavor to absorb advanced technologies for its product range to meet the requirements of a competitive market. Further, the Company is taking efforts to further improve quality of the products. The Company strives to achieve innovations in its operations by installing new and advanced machineries.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Due to setting-up new and advance machineries our profitability has increased.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company during the last three financial years.

iv. The expenditure incurred on Research and Development: Nil

There were no foreign exchange earnings or outgo during the year.

All related party transactions conducted by the Company during the financial year have been executed on an arm's length basis and at prevailing market prices. We have maintained strict adherence to the principles of fairness and transparency in these transactions. It is important to note that apart from the transactions with RKB Global Ltd there have been no materially significant related party transactions with our Directors, Key Managerial Personnel or other designated individuals that could potentially create conflicts of interest with the overall interests of the Company.

Our commitment to corporate governance and ethical business practices has ensured that all related party transactions are conducted in a manner that upholds the best interests of the Company. We have implemented robust processes and procedures to identify, assess and monitor any potential conflicts of interest that may arise from related party transactions. The Board and management continuously strive to maintain the highest level of transparency, integrity and accountability in all our dealings, including related party transactions. This commitment not only fosters trust and confidence among our stakeholders but also strengthens our corporate reputation.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Act including material transactions entered at arms' length basis and in ordinary course of business, as provided under third proviso to Section 188(1), in prescribed Form No. AOC -2 is appended as Annexure - 2 to the Board's Report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 27 of the Financial Statement.

During the year under report the Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnership or any other parties. Further, the Company does not have any investment falling within the preview of Section 186 of the Act.

As on the date of this Report, your Company has 6 (Six) Directors consisting of 2 (Two) Independent Directors and 2 (Two) Executive Directors, including a Woman Director, and 2 (Two) Non-Independent Non-executive Directors (Promoters).

In accordance with the provisions of Section 152 of the Act read with the applicable Rules thereto and Articles of Association of the Company, Mr. Alok Shah (DIN: 00764237) retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board recommends to the Members his re-appointment as Director of the Company.

Following changes in the Directors and Key Managerial Personnel ("KMP") had taken place during the financial year under Report:

a) At the 28^th AGM Mr. Virat Sevantilal Shah (DIN: 00764118) was liable to retire by rotation pursuant to Section 152 of the Act and, being eligible, offered himself for re-appointment, was re-appointed at the said AGM;

b) Ms. Sweety Ghodake (PAN: BIFPG2677B) has resigned as Chief Financial Officer (CFO) and KMP of the Company w.e.f. October 30, 2023;

c) The Board of Directors, on the recommendation of the Audit Committee and Nomination and Remuneration Committee, in its meeting held on November 09, 2023 has appointed Mr. Dhiren Shah (PAN: BCGPS3926Q) as CFO and designated as KMP of the Company with immediate effect;

d) Mr. Jas Kirit Ganatra (DIN: 09655201), who was an Independent Director of the Company, had resigned from the Company w.e.f. February 26, 2024 due to personal and unavoidable reason.

e) Ms. Tanvi Bobhate (Membership No.: A43181), Whole-time Company Secretary and Compliance Officer of the Company and designated as KMP, has tendered her resignation from the Company w.e.f. March 05, 2024.

After the closure of financial year, the Board has made following appointment:

a) On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on April 30, 2024 has appointed Ms. Leena Nishad Jail (DIN: 10540470) as an Additional Independent Director for a period of five years w.e.f. April 30, 2024 till April 29, 2029, subject to approval of the Members; and

b) On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on June 04, 2024 have appointed Ms. Harshika Kothari (Membership No.: A61964) as Company Secretary and Compliance Officer designated as KMP of the Company w.e.f. June 04, 2024.

Mr. Navin Madhavji Mehta (DIN: 00764424) was re-appointed as the Whole-time Director of the Company for a period of five years w.e.f. December 26, 2020 i.e. till December 25, 2025. Further, his remuneration was also approved for a period of five years. Since the Company was paying him remuneration under clause (A) of Section II of Part II of Schedule V of the Act, the approval of the Members for payment of remuneration can be a period not exceeding three years. Hence, the approval of the Members given in 26^th Annual General Meeting for payment of remuneration was valid till December 25, 2023.

Therefore, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on November 09, 2023 has reviewed the terms and conditions of his reappointment as Whole-time Director and approved payment of remuneration to him for a period from December 26, 2023 till his remaining tenure and also him to continue to act as Whole-time Director after the age of 70 years. The said approval of the Board is subject to the approval of the Members at the ensuing Annual General Meeting.

The Company has received notice u/s 160 of the Companies Act, 2013 from a Member proposing candidature of Ms. Leena Nishad Jail (DIN: 10540470) as Independent Director of the Company to be placed in the 29^th AGM. The Board recommend her appointment as Independent Director of the Company to the Members.

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available on our website at http://www.rrmetalmakers.com/files/TERMS_AND_CONDITIONS_OF_APPOINTMENT_OF_INDEP ENDENT_DIRECTORS.pdf

Based on declaration provided by Directors, none of them are disqualified from being appointed as Directors under section 164 of the companies Act, 2013.

Brief resume of the Directors proposed to be re-appointed at the 29^th AGM, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 have been given in the Notice convening the 29^th AGM.

Mr. Virat Shah (DIN: 00764118) and Mr. Alok Shah (DIN: 00764237), Directors of the Company, are related to each other (inter-se).

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and then evaluation was carried out.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of Nomination and Remuneration Committee, the Committee in its meeting held on November 01, 2023 had decided that performance of the Board, its Committee and all the Directors, excluding Independent Directors, would be carried by Independent Directors and performance evaluation of Independent Directors would be carried by the Board of Directors once in year. In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors in its meeting held on November 09, 2023 (wherein the Director getting evaluated was absent) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Directors were reputed person and brought their rich experience to the deliberations of the Board and suggesting new system and process to improve performance of the Company.

The performance of all the Non-Independent Directors was evaluated by the Independent Directors at their separate meeting held on November 09, 2023. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders, etc. Independent Directors were of the unanimous view that all the Non-independent Directors were having good business and leadership skills. The Independent Directors also reviewed and discussed the performance of the Board as whole and flow of information from Management to the Directors. They were satisfied with the performance of the Board as a whole. Further, they have also evaluated the performance of the Chairman of the Company on various aspects such as Meeting dynamics, Leadership (business and people), Governance and Communication, etc. and expressed their satisfaction over the same.

All the Independent Directors have provided declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, there has been no change in the circumstances affecting their status as Independent Directors of the Company and that they are not disqualified to become Independent Directors under the Act. In the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act and that they are independent of the Management.

The Board of Directors met Six (6) times during the financial year 2023-24. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance of Directors are given in table below:

Currently the Board has 3 Committees: the Audit Committee, Nomination & Remuneration Committee and Share Transfer and Stakeholders' Relationship Committee. The Composition of various Committees and other details are as follows:

The Company has an Audit Committee as required under section 177 of the Companies Act, 2013. As on March 31, 2024, the Audit Committee comprised of One Independent Director and One Non-Independent Director namely, Mr. Samir Patil (DIN: 09655195) and Mr. Alok Shah (DIN: 00764237), where Mr. Samir Patil (DIN: 09655195) acted as the Chairman of the Committee. Mr. Jas Kirit Ganatra (DIN: 09655201), Independent Director, was also Member of the Committee. As he resigned as Director of the Company w.e.f. February 26, 2024, he also ceases to be Member of the Audit Committee. Further, Company Secretary and Compliance Officer of the Company, was acting as Secretary of the Committee.

After the closure of financial year Ms. Leena Nishad Jail (DIN: 10540470) was appointed as Additional Independent Director of the Company w.e.f. April 30, 2024 and inducted as Member of the Audit Committee in order to have proper composition of the Audit Committee.

All the Members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

The Company, pursuant to Section 177(9) of the Companies Act, 2013, has established Vigil Mechanism cum Whistle Blower Policy for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization. Further, in appropriate and exceptional cases, there is direct access to approach Mr. Samir Patil (DIN: 09655195), the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company's website at the link: https://www.rrmetalmakers.com/files/Vigil_mechansim.pdf

The Company has Nomination & Remuneration Committee as required under section 178 of the Companies Act, 2013. As on March 31, 2024, the Nomination and Remuneration Committee was comprised of One Independent Director and One Non-Independent Director namely, Mr. Alok Shah (DIN: 00764237) and Mr. Samir Patil (DIN: 09655195), where Mr. Alok Shah (DIN: 00764237) acted as the Chairman of the Committee. Mr. Jas Kirit Ganatra (DIN: 09655201), Independent Director, was also Member of the Committee. As he resigned as Director of the Company w.e.f. February 26, 2024, he also ceases to be Member of the Committee. Further, Company Secretary and Compliance Officer of the Company, was acting as Secretary of the Committee.

After the closure of financial year Ms. Leena Nishad Jail (DIN: 10540470) was appointed as Additional Independent Director of the Company w.e.f. April 30, 2024 and inducted as Member of the Nomination and Remuneration Committee in order to have proper composition of the Committee.

The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination & Remuneration Committee to the Board. Your Company has devised the Nomination and Remuneration Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. A copy of the policy is appended as Annexure - 3 to the Board's Report. The

Nomination and Remuneration Policy may be accessed on the Company's website at the link: https://www.rrmetalmakers.com/Reports/Nomination_and_Remuneration_Policy.pdf

The Details of remuneration paid to the Directors are given in form MGT-7 and also in annexures to the Board's Report.

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders'/investors' complaints, the Share Transfer and Stakeholders' Relationship Committee ("STSR Committee") was constituted. The role of the Committee is to consider and resolve security holders' complaint and to attend all the investors' request. The terms of reference of the STSR Committee are in conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on March 31, 2024, the STSR Committee was comprised of Mr. Virat Shah (DIN: 00764118), Mr. Navin Mehta (DIN: 00764424), Mr. Samir Patil (DIN: 09655195), where Mr. Virat Shah (DIN: 00764118) acted as the Chairman of the Committee. Mr. Jas Kirit Ganatra (DIN: 09655201), Independent Director, was also Member of the Committee. As he resigned as Director of the Company w.e.f. February 26, 2024, he also ceases to be Member of the Committee

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is appended as Annexure - 4 of the Board's Report.

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors subscribe to the Directors' Responsibility Statement and state that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they 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 ended on March 31, 2024 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2024; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2024.

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Board's Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2023-24, is appended as Annexure 5 to the Board's Report.

The Company has appointed contract labour and reduced employed workers on pay roll in the factory. The number of employees in the Company as on March 31, 2024 was 4. The names of all the employees of the Company in terms of remuneration drawn for the financial year 2023-24, as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - 6 to the Board's Report.

There were no employees in the Company employed in India or Outside India receiving remuneration more than Rs.1,02,00,000/- (Rupees One core Two Lac only) Per annum or Rs.8,50,000/- (Rupees Eight Lac Fifty Thousand only) Per month.

In adherence to the regulatory framework and as part of our commitment to transparent business practices, we present the following disclosure on Corporate Governance for the year ending March 31, 2024.

Exemption from Detailed Reporting: Pursuant to the stipulations laid down in Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, we wish to inform our stakeholders that the Company qualifies for an exemption from providing a comprehensive Corporate Governance Report. This exemption is attributed to two key factors:

(Amount in Rs. Crore)

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions.

Even though the provisions of Corporate Governance are not applicable to the Company, the Company in words and spirit follows the most of the provisions of Corporate Governance.

The Company has established an effective Internal Control System that aligns with the size and nature of our business. This system specifically focuses on the purchase of inventory and fixed assets, as well as the sale of goods and services. To ensure the integrity and independence of our internal control processes, we have defined the scope and authority of our Internal Audit function in the Internal Audit Manual. This function reports directly to the Chairman of the Audit Committee and the Board, providing an additional layer of oversight. The primary responsibility of our Internal Auditor is to monitor and evaluate the effectiveness and adequacy of our internal control system. This includes assessing compliance with operating systems, accounting procedures, and policies within the Company.

A Business Risk Policy has been framed for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Policy has been formed with the intension to provide regular updates to the Board of Directors about various aspects of the business risks to which the company is or will be exposed.

All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a periodic review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Company's ‘Strategy of Organisation' and straddles its planning, execution and reporting processes and systems. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

* Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

* The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

* The Company has appointed Internal Auditors and Secretarial Auditors to comply with the various provisions and compliances under applicable laws.

The Company has Policy on Prevention of Sexual Harassment at work place. The Company has not received any complaints pertaining to sexual harassment during the financial year 2023-24. Your Directors state that Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government, except, as mentioned in point no. 14(b) above.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/event on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as no such shares were issued;

b) Issue of shares (including sweat equity shares) to employees of the Company as no such scheme was drawn;

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013);

d) Details relating to deposits covered under Chapter V of the Act;

e) Details of payment of remuneration or commission to Managing Director or Whole-time Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries;

f) Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government, as there was no such frauds reported by the Auditors;

g) Reporting on Corporate Social Responsibility as the Company does not attract any of the criteria as mentioned in Section 135(1) of the Act;

h) Details of Subsidiary/Associates/Joint Venture Company as the Company was not having any. Subsidiary/Associates/Joint Venture Company; and

i) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions as there was no one time settlement was made with the Banks or Financial Institutions.

The Board of Directors extends its heartfelt appreciation to the entire team of dedicated employees and their families for their unwavering commitment and valuable contributions to the Company's operations throughout the year. The collective efforts, dedication, and hard work of our employees have been instrumental in driving the Company's growth and success.

Furthermore, the Directors wish to express their gratitude to our esteemed partners, Banks, Business Associates, and Financial Institutions for their unwavering support and cooperation. Your collaborative efforts have been pivotal in our journey, and we look forward to continued partnerships that foster mutual growth and success.

The synergy between our employees, stakeholders, and partners has played a significant role in shaping our achievements, and we remain committed to fostering a culture of excellence and collaboration.