Rithwik Facility Management Services Ltd

Dear Members,

The Board of Directors is delighted to present the 14^th Annual Report on the business and operations of RITHWIK FACILITY MANAGEMENT SERVICES LIMITED ("the Company") along with the summary of financial statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

PERFORMANCE OF THE COMPANY

Total Revenue from operations for the year stood at Rs.36.72 Crores grew by 14.30% as compared to the last year. Your Company's Profit before exceptional items and taxes stood at Rs.3.62 Crores. Operating margins remained healthy and improved during the Fiscal year 2023-24. Profit after tax during the year under review stood at Rs.2.64 Crores. Operating margins stood at 11.51% as against 12.37% in the FY 2023-24.

FACILITIES UNDER O&M

ROAD AHEAD

Tamil Nadu stood at the forefront among Indian states in formulating policies for the IT & ITeS sector. This early initiative catalyzed remarkable progress, creating a conducive environment for innovation and expansion. Backed by a robust industrial foundation, cutting-edge infrastructure, seamless connectivity, ample power supply, renowned healthcare facilities, prestigious educational institutions, and a skilled workforce, Tamil Nadu has solidified its position as a premier destination for Information Technology-related activities.

11%Share of total IT Investments in India

3^rd in the Software Exports in the Country

? Tamil Nadu, an IT / ITeS Powerhouse

? Tamil Nadu ranks as the third largest software exporting State in India and hosts renowned companies in IT Services, Business Process Management, and Product Software. Chennai, known as the ‘SaaS Capital of India,' alone contributes to 15% of the total IT workforce in the country.

? Thriving Tier-2 Destinations

? The State boasts balanced regional development, with several global majors such as Deloitte, HCL, Genpact, Honeywell and Capgemini increasingly opting for Tier-2 cities like Coimbatore and Madurai to establish their operations.

? Robust Infrastructure

? Tamil Nadu is home to several IT Parks, offering Grade A office spaces in Chennai totaling over 95 million square feet (as of 2023). These parks boast excellent connectivity and accessibility via road, rail, and air.

? Abundant & High-Quality Talent Pool

? The State is home to 35 of India's top 100 colleges and produces the highest number of PhD graduates in the country

Your company has aligned with the Government of Tamilnadu IT/ITES Policy by expanding to the Tier II cities in Tamilnadu. This will help the Company to grow organically in the Facility Management Business. Your Company is also exploring the opportunities by setting up of commercial Spaces in Metropolitan Cities and Tier II Cities in Tamilnadu.

DIVIDEND

Although your Company has made profit after Tax of Rs.264.17 Lakhs. Your Directors have recommended 10% (i.e. Re.1/- per share) final dividend to the Equity shareholders of the Company subject to the approval of the Shareholders at the ensuing Annual General Meeting for the Financial year 2023-24.

SHARE CAPITAL

As on March 31, 2024, the Authorized share capital of the Company was Rs. 400 Lakhs comprising of 40,00,000 equity shares of Rs.10 each, and the paid-up equity share capital as at March 31, 2024 was Rs 306 Lakhs comprising of 30,60,000 equity shares of Rs 10 each.

TRANSFER TO RESERVE

The Board does not propose to transfer any amount to general reserve and has decided to retain the profit for the Financial Year 2023-24 in the profit and loss account, after payment of dividend, if any.

FINANCE

We are happy to inform that the comfortable financial position continued during the fiscal year and your company has repaid the borrowings on timely manner.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As defined under the Act, the Company has no Subsidiaries, Joint ventures and Associate Companies as at March 31, 2024.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public or its employees and as such no amount on account of principal or interests on deposits were outstanding as on the Balance Sheet date.

BOARD OF DIRECTORS

The Board comprises of 5 Directors; out of which are 2 Executive Directors, 2 Independent Directors and 1 Non-Independent Director. All the Directors bring a wide range of skills and experience to the board. The Independent Directors have confirmed that they satisfy the criteria prescribed for an Independent Director as stipulated under the provisions of Section 149(6) of the Companies Act, 2013. All directors are appointed by the members of the Company.

The composition of the Board is in conformity with Listing Regulations.

Policy on Directorsf Appointment and Remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31^st March, 2024, the Board consists of 5 Members, 1 of whom is a Managing Director, 1 Whole-time Director, 1 Non-executive & Non Independent and 2 Independent Directors. The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on Director's Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure-II to this report. We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy.

DECLARATION BY INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors have submitted their disclosure to the Board confirming that they fulfill the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL AND THEIR REMUNERATION (KMP)

In pursuance to the provisions of the Act and Listing Regulations the Company has Key Managerial Personnel. The Company pays remuneration by way of Salary, Perquisites etc., to its Managing Director, Whole-time Director in line with recommendation from the Nomination and Remuneration Committee as approved by the Board and the Members of the Company as per the Nomination and Remuneration Policy.

BOARD EVALUATION

As required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out a formal annual evaluation of its own performance, and that of its committees and individual directors based on the guideline formulated by the Nomination & Remuneration Committee.

The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the ChairMAN and the Non-Independent Director was carried out by the Independent Directors and Non- Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulations 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has adopted a policy on Familiarisation Programme for Independent Directors of the Company.

The Policy on Familiarisation Programme as approved can be viewed on the Company's website.

COMMITTEES

As required by the provisions of the Act and Listing Regulations, the company has the following Committees as follows.

(i) The details of the composition of various Committees as on the date of this Report is mentioned below:

POLICIES

In pursuance to the Act and the Listing Regulations, the following policies have been framed and disclosed on the Company's Website www.rithwik.co.in

1. Nomination and Remuneration Policy

2. Vigil Mechanism

3. Material Subsidiaries

4. Policy on Materiality disclosure

5. POSH

6. Related party Disclosure

7. Prevention of Insider Trading

8. Code of Conduct

9. Performance Evaluation of Board

10. Archival Policy

11. Criteria for making payment to Non-Executive Directors 12. ID Familiarisation Programme

VIGIL MECHANISM

The Company has established a vigil mechanism to provide adequate safeguards against victimization and to provide direct access to the Chairman of the Audit Committee in appropriate cases. This mechanism is available on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during the immediately preceding financial year are required to constitute a CSR committee.

Your Company does not fall in the criteria to constitute a CSR Committee as per the provisions of Section 135 of the Companies Act, 2013 and accordingly the CSR provisions are not applicable to the Company.

BOARD & COMMITTEE MEETINGS

The Board met six (6) times during the Financial year 2023-24 on 30^th May 2023, 28^th June 2023, 29^th August 2023, 9^th November 2023, 1^st December 2023 and 22^nd February 2024 and the gap between two meetings did not exceed one hundred and twenty days.

In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 Membership/Chairpersonship of only the Audit Committees and Stakeholders'

Relationship Committee in all Public Limited Companies has been considered.

? In accordance with the provisions of Section 152 of the Companies Act 2013, Mr.Rithwik Rajsekhar Raman, Managing Director, being longest in office, retires and is eligible for re-appointment and the board recommends his appointment as Director of your Company.

? No directors are inter-se related to each other.

Meetings of Audit Committee and Attendance during the Year:

During the financial year under review, Audit Committee Meetings were held on 30.05.2023, 29.08.2023, 09.11.2023, 01.12.2023 and 22.02.2024. The attendance of the members at the Audit Committee meetings were as follows:

Meetings of Nomination and Remuneration Committee and Attendance during the Year:

During the financial year under review, Nomination and Remuneration Committee Meetings were held on 30.05.2023 and 28.06.2023.The attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

Meetings of Stakeholder relationship committee and attendance during the year:

During the financial year under review, Stakeholder Relationship Committee Meetings were held on 30.05.2023, 29.08.2023 and 09.11.2023, the attendance of the members at the Stakeholder Relationship Committee meeting was as follows:

Separate Meetings of Independent Directors:

During the year, separate meetings of Independent Directors were held on 22.02.2024 in which all independent directors were present.

General Body Meetings held in last three years:

Special Resolution passed in previous three years AGMs / EGM:

Whether Special Resolution were put through postal ballot last year: No

Any special resolution proposed to be conducted through postal ballot this year: No

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has granted inter corporate loans to M/s. R.R.Industries Limited to the tune of Rs. 2 Crores at 9% per annum as interest charged on daily transaction basis.

RELATED PARTY TRANSACTIONS

Your Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company i.e. Policy on Materiality of and Dealing with Related Party Transactions ("RPT Policy"). Accordingly, AOC-2 is not applicable to the Company.

There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the Members to Note No. 24 to the Standalone Financial Statements which sets out related party disclosure.

EMPLOYEES WELFARE

Employees are the pillar of strength of the company. Their health and well-being is vital for our business, because we believe our employees are our greatest asset. In recognizing that a healthy, happy and committed workforce is vital to our organization. The Company has provided facility to the Employees and their children to learn and play Tennis, Cricket and other sports and conducts tournaments to bring out the sporting heroes within the organization. The Company has appointed a coach and hired a cricket ground for weekends and the employees are advised to use the facility provided by the company to ease out the stress and improve the wellbeing. Frequent Sports activities are conducted for the employees to bring out their talent in sports and part of team building process. During the year under review, the employees are formed into different teams and a cricket tournament is conducted.

CLIENT RELATIONSHIP

The Company's business is based on the Clients and focuses on the good relationship. To enlarge this client relationship the Company conducts sports activities among the clients. Your Company has organized tennis ball cricket tournament which was played at league cum Knock out basis. 12 teams from the Clients side participated and this sports event has boosted the better improved relationships with the clients.

PARTICULARS OF EMPLOYEES:

Your Company has no employee, who is in receipt of remuneration of Rs.8,50,000/- per month or Rs.1,02,00,000/- per annum and hence the Company is not required to give information under Sub Rule 2 and 3 of the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company gives utmost importance towards maintain and upholding the dignity of each and every employee working in the Company. The Company has a policy on prevention of sexual Harassment at workplace which provides for adequate safeguards and protection for all the employees working in the organization.

No Complaints were received in this regard during the year 2023-24 and No pending complaints as at 31^st March 2024.

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(i) Energy Conservation: Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Research and Development & Technology Absorption: The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

(iii) Foreign Exchange Earnings and Outgo: The Company has not earned and expended any foreign exchange during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 that such internal financial controls are adequate and were operating effectively; and

(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.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Rithwik Facility Management Services Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

Since your Company is listed in BSE SME platform, the compliance with regard to provisions of Corporate Governance in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (hereinafter referred to as Listing Regulations) the Management Discussion and Analysis Report is appended as Annexure-I to this report.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Board of Directors has appointed M/s. V Suresh & Associates, Chartered Accountants (M.No.224596), Anna Nagar, Chennai, as the Internal Auditor of the Company. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in terms of value.

RATIO OF REMUNERATION TO EACH DIRECTOR

Statement of Information to be furnished Pursuant To Section 197(12) of the Companies Act, 2013 (‘‘Act'') Read With Rule 5(1) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014

(i) Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the Financial Year 2023-24 and the percentage increase in remuneration of each Executive Director during the Financial Year 2023-24:

(ii) The percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and Company Secretary during the Financial Year 2023-24:

(iii) The number of permanent employees on the roll of the Company as on March 31, 2024 were 98 and the median remuneration was Rs.27,810/-

(iv)The remuneration of Directors, Key Managerial Personnel's and other employees is in accordance with the Remuneration Policy of the Company.

Statement containing the particulars of Employees under Section 197(12) of the Act, Read with Rule 5(2) And 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2024.

A. Top Ten Employees in terms of remuneration drawn

B. Employed throughout the year and were in receipt of remuneration of not less than Rs.1,02,00,000 (Rupees One Crore Two Lakh only) per annum.- NIL

C. Employed for part of the year and were in receipt of remuneration of not less than Rs.8,50,000 (Rupees Eight Lakh Fifty Thousand only) per month.-NIL

Notes:

1. Remuneration includes basic salary, allowances, leave travel allowances, company's contribution to provident fund and superannuation fund, leave encashment, reimbursements, monetary value of perquisites, wherever applicable, target variable pay etc.

2. None of the employees except Mr Rithwik Rajshekar Raman, Managing Director of the Company, hold by himself or along with his/her spouse and dependent children, 2% or more of equity shares of the Company.

3. All appointments are/were contractual in accordance with terms & conditions as per company rules.

4. None of the employee is a relative of any Director of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNAL

There are no significant and material orders passed by the Regulators or Court or Tribunal which would impact the going concern status of the company and its operations in the future. But the Company has preferred an appeal in CIT for the AY 2018-19 against the demand of Rs.4,81,590/-. The Appellate Authority has passed the order partially allowed on 24.01.2024. The order for giving effect is pending by the Assessing officer.

The Company has filed written Statement for the AY 2017-18 to the NFAC (National Faceless Appeal Centre), Delhi. The demand was raised for the amount of Rs.11,09,050/-. The order is pending by the Authority. Both the claims are not material which not affect the financial position of the Company.

AUDITORS & THEIR REPORT

M/s.Kalyanasundaram & Associates, Chartered Accountants, Chennai, was appointed as Statutory Auditors of the Company in the 11^th AGM held on 24^th September, 2021 for a term of 5 years and will conclude at the 16^th Annual General meeting of the Company.

There are no qualifications, reservations or adverse remarks made by M/s. Kalyanasundaram & Associates., Chartered Accountants, the Statutory Auditors of the Company, in their report.

DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS

There were no instances of fraud reported by the Auditors.

LISTING

Your Company is listed on SME platform of BSE Ltd. from 11^thJanuary, 2018. The Company's code is RITHWIKFMS (540843) and ISIN is INE819Y01015.The following table depicts the price movement for the year 2023-24.

SECRETARIAL AUDIT REPORT & CERTIFICATE AND SECRETARIAL STANDARD COMPLIANCE

The Company has compiled with all applicable Secretarial Standards issued by ICSI. As required by the Act a secretarial Audit Report issued by a Company Secretary in practice (PCS) is annexed with the report and it does not contain any qualification. Annual Secretarial Compliance Report certifying the Compliance of SEBI regulations has been obtained and filed with the Stock Exchanges. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure-III to this Report. However two incidents of delayed filing by the Company was reported by the Secretarial Auditor. Your directors has taken necessary step to file the required filings by the company in future within the stipulated time.

ANNUAL RETURN

Pursuant to the Notification issued by MCA with effect from August 28^th, 2020, the mandatory requirement of attaching annexure of the Annual Return in the prescribed form MGT-9 has been omitted.

Accordingly, as per the provisions of the amended Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as of March 31, 2024 has been placed on the website of the Company and can be accessed at www.rithwik.co.in.

ACKNOWLEDGEMENTS

The Board has pleasure in recording its appreciation for the assistance, co operation and support extended to the Company by all the Stakeholders, Banks, Government departments, Stock Exchanges, NSDL & CDSL.

The Board also places on record its sincere appreciation of the response received from the Company's valuable clients and thank them for their continued support.

The Company is grateful to all the employees for their continued co-operation and support extended to the company. Their contribution has been outstanding and the Directors place on record their appreciation for the same.

CAUTIONARY STATEMENT

Statements in the Board's report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward may be forward looking within the meaning of applicable securities laws and regulations. The Company cannot guarantee the accuracy of assumptions and the projected future performance of the Company. The actual results may materially differ from those expressed or implied in this report. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting input availability and prices, changes in government regulations, tax laws, economical developments within the country and other factors such as litigation and industrial relations.