RTCL Ltd

Your directors have pleasure in presenting the THIRTIETH (30^th) ANNUAL REPORT on the business and operations of the Company together with the Annual Accounts for the Financial Year ended on 31^ST March, 2024.

FINANCIAL RESULTS

The highlights of the Financial Results are as under: (Rupees in Lakhs)

OPERATIONS

During the year under review, the Standalone Sales and other Income of the Company increased to Rs. 542.02 Lakhs as compared to Rs. 174.58 Lakhs in the previous year and Consolidated Sales and other Income of the Company increased to Rs. 542.02 Lakhs as compared to Rs. 174.58 Lakhs in the previous year. The Standalone net profit of the Company is Rs. 179.48 Lakhs in comparison to profit of Rs. 41.83 Lakhs in the previous year and consolidated net profit of the Company increased to Rs. 210.19 Lakhs in comparison to Rs. 62.30 Lakhs in the previous year. The Company will continue to be responsive to changes in market dynamics and industrial behaviour and other key factors influencing the Business, and will formulate its strategies accordingly.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its associate Companies as per the applicable provisions of Companies Act, 2013 and Rules made there under, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

Further, the Annual Accounts and related documents of the associate companies shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

RESERVES

During the year under review, no withdrawal has been made from the reserves.

DIVIDEND

During the year, the Company has earned inadequate profit and the Directors have decided to Plough back profits for the expansion of business of the Company and hence no dividend could be recommended.

DEMATERIALIZATION OF EQUITY SHARES

The Company's equity shares are available for trading in the both Depository systems that is National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The International Securities Identification Number (ISIN) allotted by NSDL and CDSL to RTCL Limited is INE754B01012 for the equity shares of your

Company. The status of Equity Capital exists in Electronic Form and Physical Form as on March 31^st, 2024 is as under:

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the Form-MGT-9 is appended as ANNEXURE- I to the Board Report and copy of annual return will be placed on Company's website www.rtcllimited.in.

BOARD AND COMMITTEE MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Nine (9) Board Meetings and Six (6) Audit Committee Meetings were duly convened. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Board has constituted an Audit Committee consisting of Mr. Sunil Singh (DIN: 07558446) Chairperson, Mr. Ajay Kumar Jain (DIN: 00043349), Mr. Manoj Kumar Pandey (DIN: 00057386) and Mrs. Aakanksha Yuvraj Dalmia (DIN: 03495330) There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

The other Committees of the Board are:

iii) Risk Management Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended on 31st March, 2024, the applicable accounting standards had been followed and no material departure have been made from the same;

(ii) That the Directors had 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 of the Company for the year under review;

(iii) That the Directors 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;

(iv) That the Directors have prepared the annual accounts for the financial year ended on 31st March, 2024, on 'going concern' basis.

(v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) The Directors had devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Mr. Ajay Kumar Jain, (DIN: 00043349), CEO and the Executive Director of the Company, will retire by rotation the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

II. Mrs. Asha Mittal, (DIN: 08729528), has been appointed as an Independent Non-Executive Director w.e.f.

01.04.2024.

III. Mr. Sunil Singh, (DIN: 07558446), has been re- appointed as an Independent Non- Executive Director w.e.f.

30.09.2021.

IV. Mr. Bharat Hari Dalmia (PAN: AGJPD0321L), has been appointed as a Chief Financial Officer in the Company w.e.f 31.08.2019.

V. Ms. Sneha Pandey (PAN: DUDPP2514J), has been appointed as Company Secretary and Compliance Officer Whole Time Key Managerial Personnel) w.e.f 01.10.2022.

VI. Mrs. Aakanksha Yuvraj Dalmia (DIN: 03495330), aged 35 years, has been appointed as an Woman Director (Non-Executive and Non-Independent Director) w.e.f. 30.06.2022.

*Mr. Manoj Kumar Pandey (DIN:00057386) has been appointed as an Independent, Non Executive Director on 30.09.2019, has Resigned w.e.f. 01.04.2024 All the Independent Directors have given declarations that they meet the criteria of independence as lay down under Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Rules, 2015. In the opinion of the Board, they fulfilled the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The declaration was placed before the board for their review.

POLICY ON DIRECTORS, KMP's & OTHER EMPLOYEES:

The Company has adopted Governance Guidelines on Board's Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of Independent Director, Director Term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director's Remuneration, and Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

POLICY FOR NOMINATION AND REMUNERATION OF DIRECTORS:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to evaluate the performance of the Board on a periodic basis, including each time a director's appointment or re-appointment is required or not. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-?-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the app.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independence: In accordance with the above criteria, a director will be considered as an 'Independent Director' if he

/ She meets with the criteria for 'Independent Director' as laid down in Section 149 of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. W hile recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the 'Code of Independent Directors', as outlined in Schedule IV of the Companies Act, 2013.

STATUTORY AUDITORS & AUDIT REPORT

During the year under review M/s Aggarwal & Rampal (Firm Registration No. 005120N), Chartered Accountants, New Delhi, the Statutory Auditors of the Company be and is hereby Appointed as the Statutory Auditors of the Company in place of M/s Kumar Piyush & Co. (Firm Registration No. 003072N), Chartered Accountants, New Delhi on 20.11.2023.

STATUTORY AUDITOR REPORT

Statutory Auditors Report contains a Qualification.

a) Details of Audit Qualification.

As per IND AS 109 "Financial Instruments" the Investment in equity shares (other than subsidiary, associates and joint ventures) are recognized at a fair value through Profit and Loss account or Fair value through Other Comprehensive Income, However, the company has recognized the Non-current Investment in equity shares (other than subsidiary, associate Companies and joint ventures) at Cost as appearing in the Standalone and Consolidated Balance Sheet as at March 31^st, 2024 and March 31^st, 2023 which constitutes a departure from AS-109 "Financial Instruments . Therefore, Impact of financial on account of the difference between the fair value and the cost of Non- Current Investment in the "Non-Current Investment "Other Equity", and "Other Comprehensive Income" and "Deferred Tax" are not ascertainable.

b) Type of Audit Qualification: Departure from IND AS 109 with respect to fair value.

c) Frequency of qualification: Fifth Time.

d) For Audit Qualification(s) where the Impact is quantified by the Auditor & Auditors Management Views: No ) For Audit Qualification (s) where the Impact is not quantified by the auditor

i. Management's estimation on the Impact of audit qualification: As per Management estimate, present cost of Financial Instruments represents the value close to fair market value. However, Company is in the process to get fair market valuation done in due course, being a very tedious and lengthy work due to delayed availability of input material/ Information/financial resources.

ii. If management is unable to estimate the Impact, reasons for the same: As per Management estimate, present cost of Financial Instruments represent fair the value close to fair market value. However, Company is in the process to get fair market valuation done in due course, being a very tedious and lengthy work due to delayed availability of Input material/Information/financial resources.

iii. Auditor's Comments on (i) or (ii) above: A qualification is not possible at present, based on the Information and explanation provided by the management.

COST AUDITOR & COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act, 2013, the Company is not required to appoint cost auditor for the Financial Year ended 31^st March, 2024.

As per the Cost Audit Orders, Cost Audit is not applicable on the Products and Business of the Company for the Financial Year 2023-2024.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Sushil Gupta & Associates, Company Secretaries, Kanpur to undertake the Secretarial Audit of the Company for the Financial year ended 31^st March, 2024.

SECRETARIAL AUDITOR'S REPORT & ANNUAL COMPLIANCE REPORT

The Secretarial Audit Report is annexed as ANNEXURE-III and Annual Compliance Report as ANNEXURE-IIIA. The Secretarial Audit Report for the financial year ended on 31^st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has appointed, Mr. Sandeep Kumar Saraogi, Chartered Accountant (ACA-411706) as an Internal Auditor of Company to ensure compliances and effectiveness of the Internal Control Systems in place as per the decision taken during the financial year 2023-2024. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment and his scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

RELATED PARTY TRANSACTIONS

During the year, the Company has not entered into Contract and Arrangement with the Related Party which could be considered material in accordance with related party policy of the Company on materiality of related party transaction and the applicable acts. Accordingly, there are no transactions that are required to be reported in Form AOC-2 and in accordance with Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as such do not form part of the report.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: www.rtcllimited.in MATERIAL CHANGES & COMMITMENTS

There have been no 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 Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014.

Conservation Of Energy:

The Company's operations involve low energy consumption. There are no major areas where any energy conservation measure can be taken. However, efforts are being made to conserve and optimize the use of energy, wherever possible.

Technology Absorption:

The Company is in trading and real estate Industry and therefore, specific technology absorption, adaptations and innovation will be taken care of/ implemented, wherever required.

Foreign Exchange Earning & Outgo:

(i) Total Foreign Exchange earned: NIL (ii) Total Foreign Exchange outgo: NIL

Research & Development:

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in the report of Management Discussion and Analysis Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby confirms that the Provisions of Section 135(1) of the Companies Act, 2013 is not applicable on our Company. However, the responsibility of the Company is to make a positive impact on the communities in which the company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of Board Committees. The Performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the Board composition of committees, effectiveness of committee meetings etc. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and nonexecutive directors.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY.

Pursuant to the Sub-Section (3) of Section 129 of the Act, during the year under review, the Company has no Subsidiary Company whereas the Company has an Associate Companies:

The statement containing the salient feature of the Financial Statement of the Company's subsidiary or subsidiaries, Associate Company or Companies and Joint Ventures or Ventures given as AOC-1.

DEPOSITS

During the Period under review, Our Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

There were no significant and material orders which were passed by the Regulator or Courts or Tribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has an effective Vigil Mechanism system and Whistle Blower Policy in terms of Section 177 (9) of Companies act, 2013 and Regulation 22 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 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. The Policy provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy on Vigil Mechanism and W histle Blower Policy may be accessed on the Company website at http://www.rtcllimited.in/wbp.asp

PARTICULARS OF EMPLOYEES

The information requires in Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in statement of particulars of employees is annexed as Annexure II of the Annual Report.

The information required under sec 197(12) of the Companies Act 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is applicable and forms part of the Report.

However, as per first proviso to section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and financial statements are being sent to the members of the Company excluding the statement of a particular of employees under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the said Annexure is also open for inspection at the Registered Office of the Company.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND

The Company did not have any fund lying unpaid or unclaimed for a period of last seven years. Therefore, no funds are required to be transferred to Investor Education and Protection Fund (IEPF).

NOMINATION AND REMUNERATION POLICY

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The contents of the policy are stated in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate Reports on Corporate Governance and Management Discussion & Analysis are included in the Annual Report. Declaration by Chief Executive Officer of your Company confirming Compliance with the Code of Conduct by the Board of Directors and Senior Management and Certificate dated 21^st August, 2024, of the Secretarial Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

FAMILIARIZATION PROGRAM

Your Company, for many years now, has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the industry and its future outlook. Details of familiarization programs extended to the Non-executive & Independent Directors during the year are also disclosed on the Company website at the Web Link http://www.rtcllimited.in/images/pdf/FP.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussion and Analysis Report is enclosed as Annexure IV to the annual report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressed of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at workplace Prevention, Prohibition and Redressed Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: There was no change in the nature of business of your Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

Details relating to deposits covered under Chapter V of the Act since your Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Company's operations in future.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Schemes referred to in this Report.

No fraud has been reported by the Auditors to the Audit Committee or the Board. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the FY. 2023-2024 The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Your Company has not issued Equity shares with differential rights as to dividend, voting or otherwise; and

Your Company has not raised funds through preferential allotment or qualified institutions placement as per Regulation 32(7A) of the Listing Regulations.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE Limited where the Company's Shares are listed.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confidence in the Management.