Raghav Productivity Enhancers Ltd

To

The Members

We are delighted to present on behalf of Board of Directors, the 16^th Annual Report of Raghav Productivity Enhancers Limited (the company or Raghav)

along with Audited Financial Statement for the financial year ended March 31, 2025.

To support ‘Green initiative', the Abridged Integrated Annual Report has been sent to the Members whose e-mail ids are not registered with the Company

/ Depositories.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

2. R ESULTS OF OPERATIONS AND STATE OF COMPANY'S

During the year under review, your Company has achieved consolidated revenue from operations of Rs. 19964.79 Lakhs and an Operational Profit (PBT) of Rs. 4770.80 Lakhs.

After deduction all expenses, the company has earned Net Profit after Tax from operations of Rs. 3697.35 Lakhs

Company has Installed Vertical Shaft Impact (VSI) Machine and

Ball Mill machines which are intended to serve as standby units to the existing machinery, considering the age of the plant and its prolonged operational use. The installed production capacity of the plant is unchanged at 1,44,000 metric Tonnes per annum (MTPA).

Raghav Productivity Solutions Private Limited, wholly owned subsidiary of Company has installed a third Programmable Logic

Controller (PLC) line for manufacturing of ramming mass. Based on technical trials and performance assessment, the new PLC line is expected to contribute an additional 90,000 Metric Tonnes per annum. Consequently, as indicated by one month of technical trials post installation of the third PLC machine, the total installed capacity of the plant is expected to increase to 2,70,000 Metric Tonnes per annum.

Company is having good sales visibility due to setting up of the new technology and the Board of Directors are hopeful to reap more profits in the coming years as well.

On 17th May, 2024 Board of Directors has approved the NSE listing of 22,95,2600 equity shares of the Company, the company got listed on National Stock Exchange Limited w.e.f 8th August, 2024.

Further As on 31st December, 2024 Average Market Capitalization of Company in Stock Exchange's, your Company comes in Top 1000 Listed Companies of India.

3. DIVIDEND

Your Company has always endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

The Board of Directors recommended a dividend of Rs. 1.00/-per fully paid up Equity Share (previous year Rs. 1.00/-) of face value of Rs. 10/- each for the financial year ended March 31, 2025. The total Dividend outgo amounts to Rs. 4.59 Crores/- (previous year 2023-24 Rs. 2.06 Crore).

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the

Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https:// tiimg.tistatic.com/fm/1116159/dividend-distribution-policy.pdf.

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board doesn't propose to transfer any amount to General

Reserve in terms of Section 134(3)(j) of the Companies Act, 2013 (“the Act”) for the financial year ended on March 31, 2025. Further, the Balance specified in the individual head is detailed as below:

(Rs. In Lakhs)

5. CH ANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2024-2025.

6. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES

R aghav Productivity Solutions Private Limited is wholly

Subsidiary of the company and engaged in the business of manufacturing and trading of Ramming Mass. During the year Company has a net profit of Rs. 1562.90 Lakhs and no such major activity has been done. There has been no material change in the nature of the business of the subsidiary.

Further considering Financial Results approved by Board of Raghav on 30th April, 2025, Raghav Productivity Solutions Private Limited became a material Subsidiary of Raghav Productivity Enhancers

Limited w.e.f 1st April, 2025

Pursuant to the provisions of section 129(3) of the Act, the Company has prepared Consolidated Financial Statements which forms part of this Annual Report. A separate statement providing details of performance and salient features of the financial statements of the Company's Subsidiary in prescribed Form AOC-1 is annexed as ‘Annexure-1' to this report.

The Audited Financial Statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company's website and can be accessed at i.e. www.rammingmass. com The financial statements of the subsidiary, as required are available on the Company's website and can be accessed at i.e. www.rammingmass.com. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

F urther, there was no Company which has ceased to be Company's

Subsidiary, Joint Venture or Associate Company during the financial year ended on March 31, 2025.

7. CHANGES IN CAPITAL STRUCTURE

As on 31st March, 2024, the Authorised Share Capital of the Company stood at Rs. 23,00,00,000/- (Rupees Twenty-Three Crores Only), while the Paid-up Share Capital was Rs. 22,95,26,000/- (Rupees Twenty-Two Crores Ninety-Five Lakhs Twenty-Six Thousand Only).

During the year under review, the following changes were made:

The Board of Directors, at its meeting held on 18th October, 2024, recommended an increase in the Authorised Share Capital of the

Company from Rs. 23,00,00,000/- to Rs. 50,00,00,000/- (Rupees Fifty Crores Only), divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The said increase was approved by the shareholders through Postal Ballot on

21st November, 2024. Accordingly, the Authorised Share Capital of the Company now stands at Rs. 50,00,00,000/- (Rupees Fifty Crores Only).

The Board of Directors, at its meeting held on 18th October, 2024, also recommended the issue of 2,29,52,600 Bonus Equity Shares in the ratio of 1:1 (i.e., one bonus equity share for every one existing equity share held), at a face value of Rs. 10/- each. The issuance of bonus shares was approved by the shareholders through Postal

Ballot on 21st November, 2024, and the shares were duly allotted on 2nd December, 2024.

All statutory proceedings and compliances related to the issuance of bonus shares were completed within the timelines prescribed under applicable laws.

Consequent to the allotment of bonus shares, the Paid-up Equity

Share Capital of the Company increased to Rs. 45,90,52,000/- (Rupees Forty-Five Crores Ninety Lakhs Fifty-Two Thousand Only), divided into 4,59,05,200 (Four Crores Fifty-Nine Lakhs Five Thousand Two Hundred) Equity Shares of Rs. 10/- each.

8. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website and can be accessed at www.rammingmass.com

9. MATERIAL CHANGES AND COMMITMENTS

As on 30th April, 2025, Board of Directors in their meeting held on 30th April, 2025 made allotment of 6760 equity shares @ face value of Rs. 10/- each and premium of Rs. 297.36/- shares to specific list of employees under ESOP Scheme 2018 which increase the paid up capital of Company to Rs. 45, 911,9600 (Forty five crore ninety one lakh nineteen thousand comprising of Rs. 45911960 shares @face value of Rs. 10/- each.

Further other than above there are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant regulators or courts or tribunals impacting the going concern status and Company's operations in future.

At Raghav, sustainability constitutes a fundamental component of the Company's core values and operational philosophy. It is integrated into decision-making processes, governance standards, and business conduct across all levels of the organisation. The Company applies Environmental, Social, and Governance (ESG) principles throughout its operations and value chain, with the objective of fostering sustainable, inclusive, and equitable outcomes.

This ESG commitment is operationalised through defined, measurable initiatives that support environmental responsibility, promote workforce well-being and inclusion, strengthen community partnerships, and generate long-term value for stakeholders.

The approach is designed to address current priorities while maintaining a long-term perspective on resource stewardship and intergenerational equity.

Through its Corporate Social Responsibility (CSR) initiatives,

Raghav engages with local communities and non-governmental organisations to deliver targeted interventions in the areas of education, empowerment, environment, and healthcare.

These efforts are structured to improve quality of life and build resilience among marginalised populations.

The Company endeavours to exceed statutory requirements and benchmark itself against recognised sustainability practices.

Its ESG disclosures align with national and international frameworks, including the United Nations Sustainable Development Goals (SDGs) and the National Guidelines on Responsible Business Conduct (NGRBC).

Our progress across various dimensions of corporate sustainability has contributed to its recognition in the ESG domain. Details of such recognitions and initiatives are provided in the Company's sustainability reports. This is Raghav's first time reporting under the Business Responsibility and Sustainability Report (BRSR), and we are proud to include it as part of our annual report. The Company remains committed to upholding the principles of transparency, ethical conduct and continuous improvement in all aspects of its sustainability agenda.

Pursuant to the provisions of section 186 of the Act and Schedule V of the Listing Regulations, the company has made investment in its wholly owned subsidiary details of which are provided in the financial statements. Further, there are no loans granted, guarantees given or issued or securities provided by your Company in terms of section 186 of the Act, read with the rules issued there under.

During the financial year ended March 31, 2025, all transactions with the Related Parties as defined with rules framed there-under and Regulation 23 of the Listing

Regulations were in the ‘ordinary course of business' and ‘at arm's length' basis. Considering Financial Statement of Financial ormaterialorderswere passedby the Year 2024-25, Raghav Productivity Solutions Private Limited, wholly owned Subsidiary of your Company has become a ‘Material

Subsidiary' definedunder Regulation 16(1)(c) of the Listing as Regulations w.e.f 1st April, 2025

During the year under review, the Company did not enter into any Related Party Transactions which require prior approval of the

Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the

Audit Committee and the Board have reviewed the Related Party

Transactions on a periodic basis. During the year under review, there has been no materially significant having potential conflict with the interest of the Company except with the wholly owned subsidiary.

Further As per SEBI (LODR) Regulations, 2015 and Companies Act, 2013 transactions entered into between a holding company and its wholly owned subsidiary is exempted from any type of approvals whether by Board or shareholders.

There are no particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act. Necessary disclosures required under the AS-18 have been made in Note No. 33 of the Notes to the Financial Statements for the year ended March 31, 2025.

Your Company has formulated a Policy on materiality of Related Party Transactions and the said Policy has been uploaded on the website of the Company and can be accessed at www.rammingmass.com. Further, your Company has an internal mechanism for the purpose of identification and monitoring of Related Party Transactions.

During the year, your Company had ‘Raghav Productivity Enhancers

Limited Employee Stock Option Scheme 2018 (RPEL ESOP Scheme 2018) The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations is mentioned below:

During FY25, the Company had only one Employee Stock Option Scheme:

1. Raghav Productivity Enhancers Limited Employees Stock Option Scheme 2018” (‘RPEL ESOP Scheme 2018') under review there has been no During the financial material change in the Employee Stock Option Schemes (‘ESOP Schemes') of the Company and the same are in compliance with the Companies Act, 2013 read with rules thereunder and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other SEBI

Regulations, if any. under section 188 the Act read

A. Relevant disclosures in terms of accounting standards prescribed by the Central Government in terms of section

133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee share-based payments' issued in that regard from time to time.

For details, shareholders may refer to the audited financial statement which forms part of the Integrated Annual

Report FY2024-25.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Indian Accounting Standard 33 - Earnings Per Share' issued by Central Government or any other relevant accounting standards as issued from time to time.

Diluted EPS as per Standalone financial statement for ESOP

Schemes for the year ended March 31, 2025 is: INR 8.05

I. Description including the general terms and conditions of RPEL ESOP Scheme 2018 is as follows:

i. Method used to account for ESOP (Intrinsic or fair value): Fair Value

ii. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Not Applicable

II. Option movement during FY25:

III. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock: Not Applicable

IV. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to Not Applicable

a. Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015: Nil

b. Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year: Nil

c. Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: Nil

V. A description of the method and significant used during the year to estimate the fair value of options including the following information: Not Applicable

The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBI

Regulations is given in ‘Annexure 2' to this Report.

During the financial year 2024-2025, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:

F urther, the company has been regular in making principal interest repayments to the Banks and financial institutions.

The details of Board and Committee meetings held during the financial year ended on March 31, 2025 and the attendance of the

Directors are set out in the Corporate Governance Report which forms part of this report.

The frequency of Board Meetings and quorum at such meetings were in accordance with the Act, the Listing Regulations and Secretarial Standards-1 on Meetings of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Act and the Listing Regulations.

The Board plays crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

As on March 31, 2025, the total Board strength comprises of 8 Directors out of which 2 Directors are Executive - Non Independent Directors, 1 Director is Non-Executive - Non Independent Directors and 5 are Non-Executive - Independent Directors. All Independent

Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for

Independent Directors.

The Company's Board Members are from diverse backgrounds with skills and experience in critical areas like Marketing, Finance

& Taxation, Economics, Law, Governance etc. Further, all

Independent Directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring the best interests of stakeholders and the Company. They take active part at the Board and Committee Meetings by providing valuable guidance to the management on various aspects of Business,

Policy Direction, Compliance etc. and play critical role on issues, which enhances the transparency and add value in the decision making process of the Board of Directors. The composition of the

Board also complies with the provisions of the Act and Regulation

17(1) of Listing Regulations. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements.

During the year under review, the following changes occurred in the Board of Directors:

• In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act, Mr. Sanjay Kabra, Whole-Time Director of the company, whose office is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment.

Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

and Necessary resolutions for the appointment/ re- appointment of aforesaid Directors, wherever applicable, have been incorporated in the notice convening the ensuing AGM.

As required under the listing regulations and Secretarial Standards on General Meetings issued by ICSI, the relevant details of Directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished as ‘Annexure A' to the notice of AGM.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the

Securities and Exchange Board of India.

Six (6) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance

Report, which is a part of this report.

The Committees' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

20. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, all Independent

Directors of the Company have given declaration that they meet the criteria of independence.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 all five registered their name as Independent Directors in Database of IICA and Mr. Govind Saboo and Mrs. Rajni Sekhri Sibal has passed the online proficiency Mr. Amar Lal Daultani and Mr. Hemant Nerurkar Madhusudan are exempted to clear the said online proficiency

The terms & conditions for the appointment of Independent Directors are given on the website of the Company' website and can be accessed at i.e. www.rammingmass.com Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. The Independent Directors have also confirmed that they have complied with the Company's code of conduct prescribed in Schedule IV to the Act.

In compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

The details of the familiarization program for Independent Directors are available on the Company's website and can be accessed at www.rammingmass.com

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

The performance evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees of Board processes, manner of conducting the meetings, review of performance of Executive Directors, value addition of the Board members and corporate governance, succession planning, strategic planning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration

Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Board founded the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year

M/s. A. Bafna & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were appointed as Statutory

Auditors of the Company, at the Annual General Meeting held on

June 25, 2021 for a period of five years from the conclusion of 12th Annual General Meeting till the conclusion of 17th Annual General Meeting to be held in year 2026.

In this regard and rules made there-under, the Company has received certificate from the in accordance with provisions of Section 141 of the Act.

M/s. A. Bafna & Co., Chartered Accountants, have submitted their

Report on the Financial Statements of the Company for the Financial

Year 2024-25, which forms part of the Annual Report 2024-25.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, The Board of Directors has appointed

M/s. ARMS & Associates LLP, Company Secretaries as Secretarial

Auditors to conduct the secretarial audit of the Company for the financial year 2024-25.

Accordingly, they have conducted Secretarial Audit for the Financial

Year 2024-25 and Secretarial Audit Report in Form MR-3 is enclosed herewith as ‘Annexure 3'. Pursuant to provisions of Regulation 24A of Listing Regulations, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the

F.Y. 2024-25. Both the reports do not contain any qualification, reservation or adverse remark.

Further, in terms of the SEBI (Listing Obligations & Disclosure

Requirements) (Third Amendment) Regulation, 2024, the Board on recommendation of Audit Committee has recommended appointment of M/s ARMS & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 1, 2025 till March 31, 2029. A resolution seeking shareholders' approval for the appointment of

M/s ARMS & Associates LLP, Company Secretaries as Secretarial Auditors has been included in the notice of the ensuing Annual

General Meeting of the Company.

In accordance with the provisions of section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s Birla Gupta & Co., Chartered Accountants,

Jaipur (FRN: 020802C) as Internal Auditor of the Company for the financial year 2024-2025.

The Internal Audit Report was received yearly by the Company and the same were reviewed and approved by the Audit Committee and

Board of Directors. The yearly Internal Audit Report received for the financial Year 2024-2025 is free from any qualification, further notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2024-2025, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

M/s Birla Gupta & Co., Chartered Accountants, Jaipur have been re-appointed by the Board, to conduct the Internal Audit of the

Company for the financial year 2025-2026.

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by

Designated Persons' (“the Code”).

The Code is applicable to Promoters, Member of Promoter's Group, all Directors and such Designated Employees and other connected persons who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer to regulate, monitor and report trading adherence to the PIT Regulations. The same is available on the website of the Company at www.rammingmass.com

Pursuant to the Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider

Trading) Regulations, 2015, as amended, the company has set up a Direct Touch initiative, under which all Directors, employees/ business associates have direct access to the Chairman of the Audit Committee for this purpose. The Company promotes ethical behavior in all its business activities and in line with the best international governance practices, Raghav has established a system through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. The Whistle-Blower Protection Policy aims to:

•Allow and encourage stakeholders to bring to the Management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

•Ensure timely and consistent organizational response. •Build and strengthen a culture of transparency and trust. •Provide protection against victimization.

The above mechanism has been appropriately communicated within the Company across all levels and has been displayed on the Company's intranet as well as on the Company's website and can be accessed at www.rammingmass.com

During the financial year, no whistle blower event was reported mechanism is functioning well. The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on regular basis. The Committee has,initsreport,affirmed that no personnel have been denied access to the Audit Committee.

The company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in “Annexure 4” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company's website and can be accessed at https://tiimg.tistatic.com/fm/1116159/ csr-policy-new.pdf

The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders' value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. This Policy is available on the Company's website and can be accessed www.rammingmass.com.

In order to prevent sexual harassment of women at workplace “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal

Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual harassment at Workplace.

The Committee is having requisite members and is chaired by a senior woman member of the organization. The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

The provisions of the Maternity Benefit Act, 1961 are applicable to the Company. However, during the financial year 2024 25, there were no instances requiring compliance under the said Act. The Company remains committed to adhering to all applicable labour and welfare legislations.

The Company's policy on Appointment and Remuneration of Directors, Senior Management Personnel and other matters as per the provisions of section 178 (3) of the Act is available on the Company's website and can be accessed at www.rammingmass.com

Further, the silent features of the policy have been disclosed in the

Corporate Governance Report, which is a part of this Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 16th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is given in ‘Annexure-5' and forms part of this Report.

During the financial year under review, the Company has neither invited nor accepted or renewed any deposit from public, shareholders or employees and no amount of principal or interest on deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 6' to this report.

The company has neither made any application nor any application made against the Company during the financial year 2024-2025.

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report.

The Company has complied with the requirements of corporate governance as stipulated under the listing regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations are forming part of this Report.

The code of conduct has been circulated to all the members of the

Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2025.

A declaration to this effect signed by Mr. Rajesh Kabra, Managing Director and Mr. Deepak Jaju, Chief Financial Officer, of the

Company stating that the members of Board of Directors and Senior

Management Personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed as “Annexure A” to the Corporate Governance Report forming part of this Report.

Pursuant to sections 124 and 125 of the Act read with the Investor

Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 (“IEPF Rules”) there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required to transfer any amount to

Investor Education and Protection Fund.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) 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 the affairs of the Company at the end of financial year and of the profit of the Company for that year;

iii) they have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis; v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

The Company has complied with the applicable Secretarial

Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving their needs by delivering more style and comfort at every step. Our Board acknowledges and appreciates the relentless efforts by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance year on year.

Your Board wishes to place on record their appreciation for the co-operation and support received from the Banks, Government

Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business

Associates, Shareholders, Auditors, Financial Institutions and other individuals/ bodies for their continued co-operation and support.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the

Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals and to maintain its position as one of the leading players in the

Ramming Mass industry, in India and around the world.