Rajdarshan Industries Ltd

To

The Members

Your Directors are pleased to present their 43^rd Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended March 31,2024.

The company's performance during Financial Year 2023-24 on a standalone and consolidated basis were as follows -

During the Financial year 2023-2024 at Standalone level revenue from operations stood at Rs. 267.96 Lakhs against Rs.244.96 Lakhs in the previous year. Your company reported growth in revenue from operations of 9.39% over the previous year. The Operating Profit before tax stood at Rs. 90.27 Lakhs against profit of Rs. 30.87 Lakhs reported in the previous year. Profit after Tax for the current year is Rs. 72.02 Lakhs against Profit of Rs. 29.63 Lakhs in the previous year.

The consolidated revenue from operations stood at Rs. 267.96 Lakhs against Rs. 244.96 Lakhs in the previous year registering a growth of 9.39%. The Operating profit before tax stood at Rs. 90.94 Lakhs against Profit of Rs. 31.61 Lakhs reported in the previous year. Profit after Tax for the current year is Rs. 71.88 Lakhs against Profit of Rs. 29.50 Lakhs in the previous year.

The paid-up equity share capital of the company as at March 31,2024 stood at Rs. 3,10,83,000/- (Rupees Three Crore Ten Lakh Eighty Three Thousand Only) divided into 31,08,300 (Thirty One Lakh eight Thousand three hundred) equity shares of Rs. 10/- (Rupees Ten) each.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

As on March 31,2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Since there were no funds lying / remains unpaid or unclaimed for a period of seven years, the provisions of Section 125 (2) of the Companies Act, 2013 do not apply.

Company has not recommended any dividend during the year under review, nor transferred any amount to General Reserve.

There was no change in nature of business of the company during the year under review.

The Management Discussion and Analysis forms an integral part of this Report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

The Company Company has no Subsidiary or Joint Venture. By virtue of the control as defined under Section 2(6) of the Companies Act, 2013, the Company has only one Associate viz. Rupal Holdings Private Limited incorporated on October 18, 2007.

The Board of Directors has reviewed the affairs of associates companies. In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company and its associate companies have been prepared, which forms part of this Annual Report. A Report on the performance and financial position of the Associate company and their contribution to the overall performance of the Company is appended in the prescribed format AOC-1 which forms an integral part of this Report

No new Company has become or ceased to be the subsidiary, associate or joint venture during the year under review.

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the Profit of the Company for the financial year ended on that date;

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

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

e) they have laid down internal financial controls to be followed by the company and such internal financial are adequate and operating effectively;

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

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

During the year under review the Board of Directors met 6(Six) times. The Details of the meetings of the Board of Directors of the company convened during the financial year 2023-24 are given in Corporate Governance report which forms part of the annual Report.The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013

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 SEBI Listing Regulations. The criteria of performance evaluation process inter alia considers attendance of Directors at Board and Committee meetings, communicating inter se Board members , effective participation, vision and strategy etc,

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Devendra Sharma, CEO & Managing Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment.

Brief resume of directors seeking appointment / re-appointment along with other details as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is separately disclosed in the Notice and form an integral part of this report.

- • Declaration by Directors

The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Director's Database maintained

by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to the provisions of section 2(51) and 203 of the Act, the key managerial personnel of the Company are as under:

The Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The audit committee of the Board of Directors and the internal auditors reviews the adequacy and effectiveness of the internal control system and suggest the improvements to strengthen the same. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards

During the period under review, such controls were tested and no reportable weakness in their working has been discovered.

During the financial year 2023-24, the Auditors has not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act

At the 41^st Annual General Meeting held on 30^th September, 2022 the member approved the appointment of M/s. L.S. Kothari & Co., Chartered Accountants, [Firm Registration No. 001450C] as the Statutory Auditors of the Company for a period of five years from the conclusion of that Annual General Meeting till the conclusion of 46^thAnnual General Meeting, However, M/ s. L.S. Kothari & Co., due to their preoccupation of other assignments vide their resignation letter dated 19^th April, 2024 have resigned as the Statutory Auditor of the Company which resulted into casual vacancy in the office of Statutory Auditor as envisaged by section 139(8) of the Companies Act, 2013.

The Board of Directors at its meeting held on 27^th April, 2024, on the recommendation of the Audit Committee, had considered and appointed M/s. Ajay Paliwal & Co, Chartered Accountants, (Firms Registration No. 012345C) as Statutory Auditor of the Company in the casual vacancy caused by the resignation of M/s. L.S. Kothari & Co to hold office until the conclusion of ensuing Annual General Meeting of the Company at such remuneration plus applicable taxes, and out of pocket expenses, as determined and recommended by the Audit Committee and approved by the Board of Directors of the Company.

However, this appointment is subject to approval of the Members in the ensuing Annual General Meeting. Accordingly, consent of the Members is sought for passing the Resolutions as set out in Item No. 3 of the Notice for appointment of M/s Ajay Paliwal & Co in the casual vacancy of statutory auditor caused by resignation of M/s L.S. Kothari & Co.

M/s. Ajay Paliwal & Co, Chartered Accountants have given a letter to the Company consenting their proposed appointment as Statutory Auditors and have given a certificate that their appointment shall be in accordance with the provisions of Section 139(1) and 141 of the Companies Act, 2013, The Auditors' Report is self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mr. Ronak Jhuthawat, (CP No. 12094), Company Secretary in Practice, Udaipur to conduct the Secretarial Audit of the Company for the financial year ended March 31,2024.

The Secretarial Audit report for the financial year ended March 31,2024 in Form No.MR-3 is attached as Annexure II to this Report.

The secretarial audit report does not contain any qualification, adverse observations/remarks.

The Board had appointed M/s Jain Mandowara & Associates, Chartered Accountants, Udaipur as the Internal Auditor of the Company for the year 2023-2024.

No Cost Auditor was appointed during the financial year as there is no statutory requirement imposed for mandatorily according to the size and nature of the business.

The Annual Return of the Company as on 31st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.rajdarshanindustrieslimited.com

All the transactions / contracts / arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arm's length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee and Board of Directors on a quarterly basis specifying the nature, value and terms & conditions of the transactions.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are given in the prescribed form AOC -2 as Annexure III.

The Company has made full disclosure of transactions with the related parties as set out in Notes of Standalone & Consolidated Financial Statement, forming part of the Annual Report.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The Company has formulated a policy on related party transactions which is also available on the website of the Company.

The statement containing particulars of employees required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure-1 attached thereto.

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modifications(s) or re-enactment(s) thereof for the time being in force.

The particulars of loans, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statement.

As per Regulation 21 (5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Risk Management committee is mandatorily applicable to top 1000 companies and your company do not fall under the same, hence the company is not required to constitute such committee; however, the Company has its own procedure for identifying the various business risks and seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk management system defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives, The Company has adopted a whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the company's code of conduct and ethics.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. During the financial year 2023-24 no cases under this mechanism were reported.

As required by the Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and matters connected there with or incidental thereto.

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

There were no complaints reported during the financial year under the said policy.

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has instituted a comprehensive Code titled as “Code of Conduct to regulate, Monitor and Report trading by Insiders” which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

The policy provides the framework in dealing with securities of the Company. Details of the policy are available on our website.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

The Company has no particulars to furnish under the above head since it has not carried any manufacturing activity during the year under review.

The Board of Directors place on record sincere gratitude and appreciation for all the employees of the Company for their hard work, solidarity, co-operation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

By order of the Board For Rajdarshan Industries Ltd.