Raghav Productivity Enhancers Ltd

To

The Members

Raghav Productivity Enhancers Limited

We are delighted to present on behalf of Board of Directors, the 15^th Annual Report of Raghav Productivity Enhancers Limited (the company or Raghav) along with Audited Financial Statement for the financial year ended March 31, 2024.

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.

1. FINANCIAL RESULTS

( In Lakhs except EPS)

2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year under review, your Company has achieved standalone revenue from operations of 11,875.46 Lakhs and increase in Operational Profit (PBT) of 3,391.61 Lakhs.

After deduction all expenses, the company has earned Net Profit after Tax from operations of 2,524.64 Lakhs

The Company has set up a manufacturing plant for Silica Ramming Mass, which is a greenfield expansion of its existing plant at Newai, Tonk under its wholly owned subsidiary Raghav Productivity Solutions Private Limited. The plant has a manufacturing capacity of 1,08,000 MTPA which has increased the combined manufacturing capacity from 1,80,000 MTPA to 2,88,000 MTPA.

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

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 0.90/-per fully paid up Equity Share (previous year 1.00/-) of face value of 10/- each for the financial year ended March 31, 2024. The total Dividend outgo amounts to 2.06 Crores/- (previous year 2022-23 1.15 Crore).

IntermsofRegulation43AofSEBI(ListingObligationsandDisclosure 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, 2024. Further, the Balance specified in the individual head is detailed as below:

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2023-2024.

6. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES

Raghav Productivity Solutions Private Limited is wholly Owned 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 94.05 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, during the year under review the Subsidiary has received investment of 13.00 Crores from its holding Company M/s. Raghav Productivity Enhancers Limited by way of issuance of Unsecured Compulsory Convertible Debentures (CCD's) being convertible into equity shares for the purpose of capital expenditure, working capital and general corporate purposes.

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.

Further, 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, 2024.

7. CHANGES IN CAPITAL STRUCTURE

The Authorised Share Capital as at March 31, 2023 stood at is

12,00,00,000/- (Rupees Twelve Crores Only) and paid up share capital at 11,47,63,000/- (Rupees Eleven crore forty seven lakh sixty three thousand only) During the year, following changes has been made:

• Increase in Authorized Capital

Board of Directors of Company in their meeting on June 27 2023 recommended increase in Authorized Share Capital to 23,00,00,000/- (Rupees Twenty Three Crore only) divided into 2,30,00,000 (Two Crore Thirty Lakh) Equity shares of face value of 10/- (Rupees Ten Only) each and got approved the same in 14^th Annual General Meeting (AGM) held on July 25, 2023, therefore presently the authorized capital of the Company is 23,00,00,000(Rupees Twenty Three Crores Only.

• Bonus Shares

Board of Directors of Company in their meeting on June 27 2023 recommended issue of 1,14,76,300 Bonus shares in the ration 1:1 (1 bonus equity shares for every 1 existing shares) @ face value of 10/- and got approved the same in 14^th Annual General Meeting (AGM) held on July 25, 2023 and same is alloted on 9^th August, 2023.

Further, the proceeding and compliance of Bonus Share are completed with the time as prescribed by law and after issuance of Bonus Share, the paid up Equity Share Capital is 22,95,26,000/- (Rupees Twenty two crores ninety five lakhs and twenty six Thousand Only) divided into 2,29,52,600 (Two Crores Twenty nine Lakhs Fifty two Thousand Six Hundred) Equity Shares of 10/- (Rupees Ten Only) 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, 2024 is available on the Company's website and can be accessed at www.rammingmass.com

9. MATERIAL CHANGES AND COMMITMENTS

On 17^th May, 2024 Board of Directors has approved the NSE listing of 22,95,2600 equity shares of the Company, the company is in process of fulfilling all the formalities and will be listed on National Stock Exchange (NSE) as early as possible.

Apart from the above, In pursuance to section 134(3) (L) of the Act , no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

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

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, 2024, all transactions with the Related Parties as defined under section 188 the Act read 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. Your Company does not have a ‘Material Subsidiary' as defined under Regulation 16(1)(c) of the Listing Regulations.

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 Related Party Transactions 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. 34 of the Notes to the Financial Statements for the year ended March 31, 2024.

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.

Raghav Productivity Enhancers Limited has granted Employee Stock Options to its employees on January 23, 2024 under Raghav Productivity Enhancers Employees Stock Option Scheme 2018. This report deals with the calculation of accounting impact of Options granted using Black Scholes method and the disclosures as required are below:

• Fair Value Of Option:

As per Ind AS 102, the fair value needs to be estimated using an option-pricing model (for example, the Black-Scholes or a binomial model) that considers as of the grant date the exercise price and expected life of the option, the price in the market of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the expected term of the option. The fair value of an option estimated at the grant date cannot be subsequently adjusted for changes in the price of the underlying stock or its volatility, the life of the option, dividends on the stock, or the risk-free interest rate etc.

In light of the above facts, the fair value of the Options granted on January 23, 2024 has been taken as calculated as on the relevant date. The fair value that has been considered by us for the purpose of this report are as stated below:

• Disclosures As per Ind AS 102:

Information required to be disclosed in the Directors' Report as per the requirement of IND AS 102:

Summary of ESOP

• Fair Value of Options granted during the year:

• Method used for calculating fair value of Option – Black Scholes Option Valuation Model. Significant assumptions used in arriving at the fair value of Options under Black Scholes model are as stated below:

• Methodology

IND AS 102 "Share-based Payment" issued by ICAI governs accounting for ESOPs. It specifies use of Fair Value method for valuation of Options. For calculation of Fair Value, it recommends use any binomial option pricing model.

The key assumptions of the Black–Scholes model are:

? The price of the underlying instrument follows ageometric Brownian motion with constant drift and volatility, and the prices changes are log-normally distributed;

? It is possible to short sell the underlying stock.

? There are no arbitrage opportunities.

? Trading in the stock is continuous.

? There are no transaction costs or taxes.

? All securities are perfectly divisible (e.g. it is possible to buy any fraction of a share).

? It is possible to borrow and lend cash at a constant risk-free interest rate.

Following variables are used in the calculation of Black-Scholes model:

? Volatility

? Risk free interest rate

? Expected option life

? Expected dividend yield

? Market price and

? Exercise price

Except for dividend yield and exercise price all variables have direct impact on option value as derived using Black-Scholes model.

As per IND AS 102, fair value of an option estimated at the grant date shall not be subsequently adjusted for changes in the price of the underlying stock or its volatility, the life of the option, dividends on the stock, or the risk-free interest rate etc.

• Accounting Impact

As per IND AS 102: a. In respect of options granted during any accounting period, the accounting value of the options shall be treated as another form of employee compensation in the financial statements of the company.

b. The accounting value of options shall be equal to the aggregate, over all employee stock options granted during the accounting period, of the fair value of the option.

c. The Fair Value of a stock option is the price that shall be calculated for that option in an arm's length transaction between a willing buyer and a willing seller. The fair value shall be estimated using an option-pricing model (for example, the Black-Scholes or a binomial model) that considers as of the grant date the exercise price and expected life of the option, the current price in the market of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the expected term of the option. The fair value of an option estimated at the grant date shall not be subsequently adjusted for changes in the price of the underlying stock or its volatility, the life of the option, dividends on the stock, or the risk-free interest rate.

d. Where the accounting value is accounted for as employee compensation in accordance with ‘b', the amount shall be amortized on a straight-line basis over the vesting period.

e. When an unvested option lapses by virtue of the employee not conforming to the vesting conditions after the accounting value of the option has already been accounted for as employee compensation, this accounting treatment shall be reversed by a credit to employee compensation expense equal to the amortized portion of the accounting value of the lapsed options and a credit to deferred employee compensation expense equal to the unamortized portion.

f. When a vested option lapses on expiry of the exercise period, after the fair value of the option has already been accounted for as employee compensation, this amount shall be transferred to Reserves & Surplus.

• Fair Value Calculation

The Company has granted Options on January 23, 2024. The Options granted vest in graded manner over a period of 5 years. Black-Scholes option pricing model has been used for evaluation of the fair value of Option as on the date of grant. The details of the variables used and fair value computed are stated below:

Validations for the variables used / assumed: a. Stock Price: One option entitles an Option holder to apply for 1 equity share of the Company. Stock price is the fair market price as given by the company.

b. Volatility: Volatility is a measure of the amount by which a price is expected to fluctuate during a period based on the historic data. The period to be considered for volatility has to be adequate to represent a consistent trend in price movement. Movements due to abnormal events need to be evened out while calculating volatility.

c. Risk free Interest rate: This is the expected yield till maturity on a zero coupon government security with a maturity period equal to the expected life of an Option. We have considered the yield to maturity on zero coupon government securities maturing after 5 years.

d. Exercise Price: This is the price at which one option can be converted into shares. This is as per the ESOP implemented by the Company.

e. Time to Maturity: This is a period for which the Option is expected to be live. According to guidance note of ICAI, the expected life of a stock option need to factor in the following:

a. The expected life must at least include the vesting period.

b. The average length of time similar grants has remained outstanding in the past.

c. It should not be less than half of the exercise period unless any historical evidence supports it.

We have considered vesting period and half of exercise period as expected time to maturity.

This is based on the dividends declared by the Company in the past and its share price.

During the financial year 2023-2024, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:

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

The details of Board and Committee meetings held during the financial year ended on March 31, 2024 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, 2024, 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, Mrs. Krishna Kabra, 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 her reappointment.

• Mrs. Rajni Sekhri Sibal was appointed as an Additional Director by Board of Directors of the Company on January 22, 2024 and re-appointed by the members of the Company as an Independent Non-Executive Director for a term of 5(five) consecutive years at their Postal Ballot held on 3^rd April, 2024

Mr. Rajesh Kabra as Managing Director and Mr. Sanjay Kabra as Chairman cum Whole Time Director of the Company has appointed for the period of three consecutive years effective from 01/12/2023 in the 14^th Annual General Meeting (AGM) held on July 25, 2023

Mrs. Krishna Kabra was appointed and re-designate as Non-Executive Director (Under Non Independent Category) of the Company effective from 01/12/2023 in the 14^th Annual General Meeting (AGM) held on July 25, 2023.

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 Board of Directors of the Company has constituted the following Committees: a) A udit Committee b) Corporate Social Responsibility Committee c) Nomination and Remuneration Committee d) Stakeholders Relationship Committee

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.

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 Independent Directors of the company have registered their name as Independent Directors in Database of IICA and Mr. Govind Saboo and Mrs. Rajni Sekhri Sibal has passed the online proficiency self-assessment test and Mr. Praveen Totla, Mr. Amar Lal Daultani and Mr. Hemant Nerurkar Madhusudan are exempted to clear the said online proficiency self-assessment test.

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

• Statutory Auditor

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 12^th Annual General Meeting till the conclusion of 17^th 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 2023-24, which forms part of the Annual Report 2023-24.

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.

• Secretarial Auditor

The Board of the company in compliance with section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed M/s ARMS & Associates LLP, Company Secretaries (URN P2011RJ023700) as the Secretarial Auditor to conduct the audit of the secretarial records of the company for the Financial Year 2023-2024.

An Audit Report issued in form MR-3 by M/s. ARMS & Associates LLP, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024, is attached as Annexure 2 ‘ ' to this Report. The report doesn't contain any reservation, qualification or adverse mark.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2023-2024 which call for any explanation from the Board of Directors.

During the financial year 2023-2024, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

The Board has re-appointed M/s ARMS & Associates LLP, Company Secretaries as Secretarial Auditors, to conduct the secretarial audit of the Company for the financial year 2024-2025. They have confirmed that they are eligible for the said appointment.

• Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2024 from M/s. ARMS & Associates LLP in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019. The said Report for the financial year ended March 31, 2024 has been submitted to the Stock Exchanges within the prescribed statutory timelines and annexed to the Report on Corporate Governance.

• Internal Auditor

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 Ravi Sharma & Co., Chartered Accountants, Jaipur (FRN: 015143C) as Internal Auditor of the Company for the financial year 2023-2024.

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 2023-2024 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2023-2024, 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 appointed by the Board, to conduct the Internal Audit of the Company for the financial year 2024-2025.

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 atwww. rammingmass.com

During the financial year, no whistle blower event was 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, in its report, 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 3" 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. Further, the Company has not received any complaint of sexual harassment during the financial year 2023-2024. During the financial year 2023-2024, no complaint has been received by the members of the committee. Hence, no complaint is pending at the end of the financial year.

The Company's policy on Appointment and Remuneration reported andof 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 15^th 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-4' 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 5' to this report.

The company has neither made any application nor any application made against the Company during the financial year 2023-2024.

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, 2024.

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.

The equity shares of the Company are listed on BSE Ltd. on the Main Board Platform in the list of ‘B' Group. Further the Annual Listing Fees for the Financial Year 2024-2025 have been duly paid by the company.

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;

AND 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 sufficient care 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, 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.