Your Board of Directors (Board) have pleasure in presenting the 33rd Annual Report on the
business and operations of the company, together with the Audited Financial Statement for the
Financial year ended 31st March, 2026.

FINANCIAL SUMMARY/ HIGHLIGHTS

The Summarized financial highlights of the Company for the financial year ended 31st March,2026
are as under

(Amount in lacs)

PERFORMANCE DURING THE YEAR UNDER REVIEW

During the financial year 2025-26, the Company witnessed a significant improvement in its financial
performance. The improvement is mainly attributable to the change in the objects of the Company
during the year 2025-26, pursuant to which the Company commenced activities in line with its
revised objects.

During Financial Year 2025-26, the Company recorded Total Income of ^ 13,271.21 lakhs,
compared to ^823.26 lakhs in Financial Year 2024-25.

The Profit before Interest Depreciation and Tax (PBT) for the financial year 2025-26 is ^10,513.19
lakhs and after providing for interest, depreciation and taxation, the Company reported a Profit After
Tax of ^8,099.41 lakhs. The company has reported Profit After Tax of 701.39 lakhs in FY 2024-25.

The Earnings Per Share (EPS) increased to ^10.54 during FY 2025-26, as against ^0.91 in the
previous year.

The management believes that the change in the objects of the Company has provided a broader
platform for pursuing its revised business activities and has contributed significantly to the
improvement in the Company''s financial performance during the year under review. The Company
remains focused on building sustainable business operations and creating long-term value for its
shareholders.

The profit of ^8,099.41 lakhs for the year has been carried forward to the Balance Sheet.

1. STATE OF COMPANY AFFAIRS:

The state of your Company''s affairs is given under the heading ''Financial Summary /
Highlights of performance of the Company.

2. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, the
directors of the company regret to declare any dividend in the financial year under review.

3. RESERVES AND SURPLUS

The current year''s profit of^ 8,099.41 Lakhs has been added to the Surplus of 468.67 Lakhs

at the beginning of the company. Accordingly, the Surplus aggregates to 8,568.08 Lakhs at
the end of the year.

4. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year to which the financial
statements relate and the date of this report.

6. SHARE CAPITAL
Authorized Capital:

During the year under review, there was no change in the Authorized share capital of the
Company. The Authorized Share Capital of the Company is ^60,00,00,000/- (Rupees Sixty
Crore Only) divided into 20,00,00,000 (Twenty Crore) Equity Shares of ^ 3/- (Rupees Three
Only) each.

Issued, Subscribed & Paid-Up Capital:

The present Paid-up Share Capital of the Company is ^ 23,06,21,400/- (Rupees Twenty
Three Crore Six Lacs Twenty One Thousand and Four Hundred Only) divided into
7,68,73,800 (Seven Crore Sixty Eight Lacs Seventy Three Thousand and Eight Hundred)
Equity Shares of ^ 3/- (Rupees Three Only) each.

Utilization of Funds Raised Through Preferential Issue of Equity Shares:

During the year under review, the Company has not raised any funds through preferential
issue of equity shares. Accordingly, the disclosure requirements in respect of utilization of
such funds are not applicable to the Company.

7. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has an internal financial Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are operating
effectively so as to ensure orderly and efficient conduct of business operations.

The Audit Committee formulates the scope, functioning, periodicity and methodology for
conducting the internal audit. The internal auditors carry out audit, covering inter alia,
monitoring and evaluating the efficiency & adequacy of internal control systems in the
Company, its compliance with operating systems, accounting procedures and policies and
submit their periodical internal audit reports to the Audit Committee. Based on the internal

audit report and review by the Audit committee, respective head of departmentundertakes
necessary actions in their respective areas.

The internal auditors have expressed that the internal control system in the Company is
robust and effective. The Board has also put in place requisite legal compliance framework to
ensure compliance of all the applicable laws and that such systems are adequate and
operating effectively. The Company has in place adequate internal financial controls with
reference to financial statements. Such internal financial controls over financial reporting are
operating effectively and the Statutory Auditor has also expressed their opinion on the same
in the Annexure to the Auditors Report.

8. RISK MANAGEMENT

Risk is an integral part of any business and therefore, Risk Management is an important
function that the business management has to perform to ensure sustainable business
growth. The Company is exposed to risks arising from fluctuations in securities prices,
market volatility, liquidity, concentration of investments, regulatory changes, counter party
and settlement risks, and operational and cyber security risks. The Company has an
appropriate risk management framework to identify, assess, monitor and mitigate such risks.
The management regularly reviews the investment portfolio and market conditions and takes
appropriate measures to minimise the impact of identified risks.

Senior management periodically reviews this risk management framework to keep updated
and address emerging challenges.

The Board of Director of the company in its meeting held on 12th November,2025 constituted
risk management committee to review and assesses significant risks on a regular basis to
ensure that there is a robust system of risk controls and mitigation in place.

Risk Management committee constituted as follows:

9. SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of Secretarial Standard on
Meetings of Board of Directors(SS-1), Secretarial Standard on General Meetings (SS-2),
and other applicable secretarial Standard, if any, issued by Institute of Company Secretaries
of India.

10. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil
mechanism to Directors, Employees and other Stakeholders to disclose instances of
wrongdoing in the workplace and report instances of unethical behavior, actual or suspected
fraud or violation of the Company''s code of conduct or ethics policy. The WB Policy also
states that this mechanism provides for adequate safeguards against victimization of
Director(s)/ Employees who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The WB Policy has been posted on
the website of the Company and the details of the same are provided in the ''Report on
Corporate Governance'' forming part of this Annual Report.The same is reviewed by the Audit
Committee from time to time. No concerns or irregularities have been reported by
employees/directors till date.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-I"

12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made
thereunder, the Company has adopted a policy on prevention, prohibition and redressal of
sexual harassment at the workplace, which reflects the Company''s zero-tolerance approach
towards any act of sexual harassment. All employees (permanent, contractual, temporary
and trainees) are covered under the said policy. During the financial year under review, the
Company has not received any complaint of Sexual Harassment from employees at
Workplace.

In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act") and the Rules made
thereunder, the Company has adopted a policy on prevention, prohibition and redressal of
sexual harassment at the workplace, which reflects the Company''s zero-tolerance approach
towards any act of sexual harassment. All employees (permanent, contractual, temporary
and trainees) are covered under the said policy. During the financial year under review, the
Company has not received any complaint of Sexual Harassment from employees at
Workplace.

The Company has constituted the Internal Complaints Committee and has complied with all
the provisions of Constitution of Committee for workplace to redress and resolve any
complaints arising under the POSH Act. Training / awareness programs are conducted
during the year to create sensitivity towards ensuring respectable workplace.

The Company has a ''Prevention of Sexual Harassment Policy'' in force in compliance with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial
work environment where employees deliver their best without any inhibition, threat or fear.
The Company has Zero Tolerance to any form of harassment especially if it is sexual in
nature. The complaints filed under the Policy are reported to the Audit Committee at its
quarterly meetings with details of action taken thereon.

13. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it is in compliance with the provisions of the Maternity Benefit Act,
1961, as amended from time to time. The Company is committed to fostering a supportive
and inclusive work environment, and ensures that all relevant policies and practices are
regularly reviewed and aligned with the applicable statutory requirements.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:a. Retire by Rotation and subsequent Re-appointment :

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with
the Articles of Association of the Company, Mrs. Deepa Kishor Piplikar (DIN:
07941295), Non Executive Director, is liable to retire by rotation at the ensuing Annual
General Meeting and, being eligible has offered herself for re-appointment.

The Boards of Directors recommends her re-appointment at Item No. 2 of the Notice
Calling 33rdAnnual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Mrs.Deepa Piplikar who is proposed to be
re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the
annexure to the Notice calling 33rd Annual General Meeting.

b. AppointmentPursuant to the recommendation of Nomination and Remuneration Committee
(“NRC”) the Board has considered and approved the following :

i) Appointment of Mr. Jiteshkumar N. Agrawal (DIN: 09457707) as Additional Non¬
Executive Independent Director Mr. Jiteshkumar N. Agrawal (DIN: 09457707)
was appointed as an Additional Director in the capacity of Non-Executive
Independent Director of the Company by the Board of Directors at its meeting
held on 7thOctober, 2025, for a term of five (5) consecutive years commencing
from October 7, 2025, and ending on October 6, 2030, subject to approval of the
Members by way of a Special Resolution.

The appointment of Mr. Jiteshkumar N. Agrawal was subsequently approved by
the Members of the Company by way of a Special Resolution at the Extra¬
Ordinary General Meeting held on 6 January, 2026. Accordingly, his
appointment as a Non-Executive Independent Director of the Company was
duly approved and regularised in accordance with the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Company has duly complied with the applicable provisions of Section 149 of
the Companies Act, 2013, and Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, in connection with the
appointment of Mr. Jiteshkumar N. Agrawal.

The Independent Director so appointed by the Board is a person of integrity and
possesses the requisite expertise, experience and proficiency as prescribed
under the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015."

ii) Appointment of Mr. Ravindra Maloo(DIN: 09417562) :

Appointment of Mr. Ravindra Maloo (DIN: 09417562) as an Additional Director
(Non-Executive Director) of the Company, for a period of Five (05) consecutive
years commencing from August 13, 2026, subject to the approval of
shareholders of the Company in the ensuing Annual General Meeting

A resolution seeking member''s approval for his appointment as a Non-Executive
Director forms a part of the Notice convening the 33rd Annual General Meeting
of the Company and the same is recommended for theapproval of Members.

c. Resignation:

Mr. Tirth Tapan Mazumdar (DIN: 07891495) resigned as a Non- Executive
Independent Director of the Company with effect from October 7,2025 due to pre
occupation and other personnel commitments.

d. Directors and Key Managerial Personnel:

The Directors and Key Managerial Personnel of the company as on 31.03.2026
are as follows:

1. Nikhilesh Narendrakumar Khandelwal - Managing Director& CEO

2. Arpit Ashok Khemani - Non Executive

Independent Director

3. Deepa Kishor Piplikar - Non Executive

Women Director

4. Jiteshkumar N. Agrawal - Non Executive

Independent Director

5. Prashant Soni - Chief Financial Officer

6. Neha Jain - Company Secretary &

Compliance Officer

Meeting of Board of Directors

During the year under the review, eight (8) Board meetings were held, with gap between Meetings
not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder.
Details of Board and Committee meetings held during the year are given in the Corporate
Governance Report.

Board and Audit Committee Meetings:

During the FY 2025-26, the following Eight(8) Board Meetings and Seven (7)Audit Committee
Meetings were held on:

Time gap between any two meetings was not more than one hundred twenty (120) days. The
full details of the said meetings are given in the ''Report on Corporate Governance'' forming
part of this Annual Report.

Committees of the Board:There are currently Five Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

Details of all the Committees along with their terms of reference, composition and meetings
held during the year, are provided in the “Report on Corporate Governance", as a part of this
Annual Report.

Audit Committee

Details of Composition of Audit Committee are covered under Corporate Governance Report
annexed with this report and forms part of this report. Further, during this year all the
recommendations of the Audit Committee have been accepted by the Board.

Appointment criteria and qualifications:

• The Nomination and Remuneration Committee shall identify and ascertain the
integrity, qualifications, expertise and Experience of the person for appointment as

Director, Key Managerial Personnel (“KMP”) or at Senior Management level and
recommend the same to the Board for appointment, if found suitable;

• A person should possess adequate qualifications, expertise and experience for the
position he/ she is considered for appointment. The Committee has discretion to
decide whether qualifications, expertise and experience possessed by a person are
sufficient/ satisfactory for the concerned position; and

• The Company shall not appoint or continue the employment of any person as
Managing Director/ Whole time Director who has attained the age of seventy years,
provided that the term of the person holding this position may be extended beyond the
age of seventy years with the approval of shareholders by passing a special resolution
based on the explanatory statement annexed to the notice or such motion indicating
the justification for extension of appointment beyond seventy years.

Meeting of Independent Directors:

• There should be at least one meeting of Independent Directors in a year, without the
attendance of non-independent Directors and members of the Management.

Independent Directors in their meeting

• Review the performance of non-independent Directors including Managing Director &
CEO and the Board as a whole;

• Review the performance of the Chairperson of the Company, taking into account the
views of executive Directors and Non-executive Directors; and

• Assess the quality, quantity and timeliness of the flow of information between the
Company''s management and the Board that is necessary for the Board to effectively
and reasonably perform its duties.

Independent Directors of the Company met on 13/02/2026 during the year, review details of
which are given in the Corporate Governance Report.

Policy of Directors Appointment and Remuneration

Company''s policy on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under section 178(3) of the Act are covered under Nomination and Remuneration
Policy.

Policy of payment to Non - Executive Director is available on the website of company at
www.rsl.in .

15. BOARD EVALUATION(i) Performance Evaluation of the Independent Directors and Other Individual
Directors:

The performance of the Independent Directors as well as Individual Directors including
the Chairman of the Board were evaluated based on the evaluation criteria laid down
under the Nomination and Remuneration Policy and the Code of Conduct as laid down
by the Board.

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.

In a separate meeting of independent directors, performance of non-independent
directors, of the board as a whole and performance of the Chairman was evaluated,
taking into account the views of executive directors and non-executive directors. The
same was discussed in the board meeting that followed the meeting of the independent
directors, at which the performance of the board, its committees, and individual
directors were also discussed. Performance evaluation of independent directors was
done by the entire board, excluding the independent director being evaluated.

(ii) Performance Evaluation of Executive Director:

The performance of the Managing Director & CEO is evaluated on the basis of
achievement of performance targets/ criteria given to them by the Board from time to
time.

(iii) Performance Evaluation by the Board of its own performance and its
Committees:

The performance of the Board is evaluated by the Board in the overall context of
understanding by the Board of the Company''s principle and values, philosophy and
mission statement, strategic and business plans and demonstrating this through its
action on important matters, the effectiveness of the Board and the respective
Committees in providing guidance to the management of the Company and keeping

them informed, open communication, the constructive participation of members and
prompt decision making, level of attendance in the Board meetings, constructive
participation in the discussion on the Agenda items, monitoring cash flow, profitability,
income & expenses, productivity & other financial indicators, so as to ensure that the
Company achieves its planned results, effective discharge of the functions and roles of
the Board etc. The performance of the Committees is evaluated by the members of the
respective Committees on the basis of the Committee effectively performing the
responsibility as outlined in its Charter, Committee meetings held at appropriate
frequency, length of the meetings being appropriate, open communication &
constructive participation of members and prompt decision-making, etc.

iv) Evaluation of Individual and Independent DirectorAnnual Performance Evaluation

The Board carries out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its committees. The
performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning etc. and 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

In a separate meeting of independent directors, performance of non-independent
directors, the chairman of the Company and the board as whole was evaluated, taking
into account the views of executive directors and non-executive directors. The Board
reviewed the performance of individual directors on the basis of criteria laid by
Nomination & Remuneration 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.

In the board meeting that followed the meeting of the independent directors, the
performance of the board, its committees, and individual directors was also discussed.
The performance evaluation of the Independent Directors was completed. The
performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors. The Board of Directors expressed their
satisfaction with the evaluation process.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the requisite declarations from all Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013 read with the rules made thereunder and Regulation 16(1 )(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed compliance with the provisions of Schedule
IV to the Act as well as the Company''s Code of Conduct.

Further, in compliance with the provisions of Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, the Independent Directors have
confirmed their registration with the Independent Directors'' Data Bank maintained by the
Indian Institute of Corporate Affairs (IICA) for a period of one year / five years / lifetime, as
applicable, and that there has been no change in the circumstances affecting their status as
Independent Directors during the year under review.

17. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors hereby
confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31,
2026, the applicable Accounting Standards had been followed and there are no
departures;

ii. Accounting policies have been selected and applied consistently and judgments and
estimates made that are reasonable and prudent so as to give true and fair view of the
state of affairs of the Company at the end of the financial year March 31,2026 and of
the profit of the Company for that year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this act for safeguarding the assets of the
Company and detecting fraud and other irregularities;

iv. Annual accounts for the year ended March 31,2026 have been prepared on a going
concern basis.

v. Proper Internal financial controls are in placed in the Company and such internal
financial controls are adequate and operating effectively.

vi. Proper Systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

18. STATUTORY AUDITOR AND AUDITORS REPORTStatutory Auditor

M/s. Rahul S Gupta & Associates, Chartered, Accountants, Nagpur (Membership Number
133745), who were appointed as the Statutory Auditors of the Company in the 31st Annual
General Meeting of the Company, have tendered their resignation on 14th August,2025, for
the FY 2025-26 onwards. The resignation has been submitted on ethical grounds, as the firm
is presently undergoing the process of obtaining a Peer Review Certificate from the Institute
of Chartered Accountants of India (ICAI). As per the regulatory framework under the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, such certification is mandatory for firms conducting statutory audits of
listed entities.

In accordance with Regulation 30 read with Schedule III of the SEBI (LODR) Regulations,
2015, and Section 140(2) of the Companies Act, 2013, the Company has made appropriate
disclosures to the stock exchanges.

The resigning auditors have confirmed that there are no concerns, disputes, or qualifications
connected with their resignation and that the decision was purely due to procedural delays in
obtaining the required Peer Review Certificate from ICAI.

The Board of Directors, at its meeting held on 13th August, 2025 and concluded on 14th
August, 2025 noted and accepted the resignation, and placed on record its sincere
appreciation for the professional services rendered by M/s. Rahul S Gupta & Associates,
Chartered Accountants, Nagpur (Membership Number 133745) during their tenure.

In view of the above, the Company has initiated the process for appointment of new Statutory
Auditors in accordance with the provisions of Sections 139 and 140 of the Companies Act,
2013 and other applicable laws.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made
thereunder, M/s. Sanjay Chindaliya & Company, Chartered Accountants (Firm Registration
No. 114779W), Nagpur, were appointed as the Statutory Auditors of the Company by the
Members at the 32nd Annual General Meeting held on September 26, 2025, for a term of five
consecutive years.

Accordingly, the Statutory Auditors shall hold office from the conclusion of the 32nd Annual
General Meeting held in 2025 until the conclusion of the 37th Annual General Meeting to be
held in the year 2030, subject to the applicable provisions of the Companies Act, 2013.

The Board of Directors places on record its appreciation for the professional services and
guidance extended by the Statutory Auditors to the Company.

Independent Auditors'' Report

The Auditor''s Report for the year ended March 31,2026 on the financial statements of the
Company is a part of this Annual Report. The notes on Financial Statements referred in the
Annual Report are self-explanatory and do not call for any further comments.

The Auditor''s Report for the financial year 2025-26 does not contain any qualification,
reservation or adverse remark.

Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and Rules framed there under either to the Company or to the Central
Government.

Secretarial Audit, Auditors and Secretarial Auditors'' Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, in the 32nd Annual General Meeting of the company, M/s. Rupa Gupta, Practicing
Company Secretary (Membership No. F12465, Peer review Certificate No.
12013WB1001500), appointed as the Secretarial Auditor of the Company for the term of five
consecutive financial year from 2025-26 to 2029-30.

The Secretarial Audit Report for the financial year ended 31st March,2026 under the Act read
with rules made thereunder and regulation 24A of SEBI LODR regulations, in Form MR-3, as
issued by the Secretarial Auditor, is annexed herewith as Annexure - III and forms an integral
part of this Report. The Report confirms that the Company has complied with the applicable
provisions of the Companies Act, 2013, SEBI Regulations, and other applicable laws. The
Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or
disclaimer.

Cost Audit Report

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company. Accordingly,
maintenance of cost records and audit thereof is not required for the financial year 2025-26.

Internal Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies
(Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and
activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis by CA Omprakash Agrawal, the Internal Auditor of the Company

There were no adverse remarks or qualifications on accounts of the Company from the
Internal Auditors. The Board of Directors of the Company has appointed M/s G G RANDAD &
CO, FRN 108623W to conduct the Internal Audit as per Rule 13 of the Companies (Accounts)
Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year
2026-27.

19. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, associate and Joint Venture company as on

31.03.2026.

Since Company does not have any subsidiary, Associate and Joint Venture company as on

31.03.2026, Preparation of consolidation of account is not applicable to the company.

20. RELATED PARTY TRANSACTIONS

All the contracts/arrangements/transactions entered by the Company with the related parties
during the financial year 2025-26 were in the ordinary course of business and on an arm''s
length basis as disclosed in the financial statements and were reviewed and approved by the
Audit Committee. The details of related party disclosure form a part of the notes to the
financial statements provided in the annual report.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of
related party transactions as per the format specified in the relevant accounting standards to
the stock exchanges on a half-yearly basis.

Related party transaction entered by the Company in Form AOC-2 is provided as
Annexure -II.

21. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no Corporate Insolvency Resolution Process/ proceedings
were initiated by / against the company under Insolvency and Bankruptcy Code, 2016.

22. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The disclosure is not applicable as the Company has not undertaken any one-time
settlement with the banks or financial institutions during the year.

23. INSURANCE

All the Properties of the Company are adequately insured, if any.

24. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-under with
subsequent amendments thereto, in respect of employees of as shown below:

a. Employed throughout the year and in receipt of remuneration aggregating to
Rs.1,02,00,000/- or more - Nil

b. Employed for part of the year and in receipt of remuneration of Rs.8,50,000/- or more
per month - Nil

25. MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (with subsequent amendments thereto) is annexed with
this report and forms part of this report as "Annexure-IV"

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013

The Company has disclosed the full particulars of the loans given, Investments made,
Guarantees given or Securities provided as covered under the provisions of Section 186 of
the Companies Act, 2013, in the notes to the Financial Statements forming a part of this
Annual Report.

27. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company''s shares and prohibits the
purchase or sale of Company''s shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. Board of Directors and the designated employees have
confirmed compliance with the Code.

The Company has adopted and amended its Code of Conduct for Prevention of Insider
Trading w.e.f. April 1,2019 pursuant to Securities and Exchange Board of India (Prohibition
of Insider Trading) (Amendment) Regulations, 2018. All Board Directors and the designated
employees have confirmed compliance with the Code.

28. GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate
Governance by allowing paperless compliances by Companies through electronic mode.
Your Company supports the Green Initiative and has accordingly decided to send necessary
communications to its Shareholders to their respective registered E-mail addresses. Your
Company appeals its Shareholders, who are yet to register the E-mail addresses that they
take necessary steps for registering the same so that you can also become a part of the
initiative and contribute towards a Greener environment.

29. CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The
company complies with corporate governance requirements specified in regulation 17 to 27
and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Report on Corporate Governance which forms a part of this Report
has been annexed herewith as "Annexure-V"

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance along with a certificate from
the auditor''s confirming compliance is annexed and forms part of the Annual Report.

The Managing Director cum Chief Executive Director and Chief Financial Officer have
certified to the Board with regard to the financial statements and other matters as required
under Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

30. GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming part
of the Annual Report.

31. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility (CSR) are applicable to the Company. The Company remains committed to
fulfilling its CSR responsibilities and contributing meaningfully towards activities that
promote social welfare and community development.

During the year under review, the Company contributed Rs.4.33 lakh towards eligible CSR
activities in accordance with the provisions of Section 135 and the activities specified under
Schedule VII of the Companies Act, 2013. The Company takes pride in supporting such
initiatives and believes that contributing towards the well-being of society is an important part
of its responsibility as a corporate citizen.

The Company has fully discharged its statutory CSR obligation of Rs.4.33 lakh for the year
and remains committed to continuing its efforts towards socially beneficial initiatives in the
years ahead.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The core business of the company is Trading in securities and other trading. The
management discussion and analysis given below discusses the key issues of the Trading
and service sector. The Report on Management Discussion and Analysis which forms a part
of this Report has been annexed herewith as "Annexure-VI".

33. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No.
526873 & security id: RAJSEC. The Company confirms that the annual listing fee to the stock
exchange for the financial year 2026-27 has been paid.

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years.
Therefore, there were no funds which were required to be transferred to investor Education
and Protection Fund (IEPF).

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

No significant or material orders have been passed by the Regulators, Courts or Tribunals,
which impacts the going concern status and company''s operations in future.

36. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of
the Annual Returns of the Company prepared in accordance with Section 92(1) of the
Companies Act, 2013 read with Rule 11 of the Companies (Management and
Administration)Rules, 2014 are placed on the website of the Company and is accessible at
www.rsl.in

37. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company has a constant focus on attracting, developing and retaining talent. We believe
that our employees are our key strength, and their development and well-being is crucial to
sustaining organizational success.

The Company recognizes that the Employees are the most valuable resource and endeavors
to empower its employees to meet business excellence while meeting their career
aspirations. It continues to focus on progressive employee relation, policies and building high
performance culture with the growth mindset where employees are engaged, productive and
efficient. Industrial relations were cordial throughout the year.

38. CYBER SECURITY

The Company has a comprehensive policy on data privacy. The Company is committed to
providing the highest level of protection regarding the processing of its employees, vendors''
and customers'' personal data based on applicable data protection laws and regulations.
During the year under review, there were no reported instances of issues regarding cyber
security, data privacy of customers or product recalls.

We have adhered to best practices in security. Efforts are in place to continually strengthen
the quality assurance system and to improve delivery timelines. In view of increased
cyberattack scenarios, the cyber security maturity is reviewed periodically and the
processes, technology controls are being enhanced in-line with the threat scenarios. Your
Company''s technology environment is enabled with real time security monitoring with
requisite controls at various layers starting from end user machines to network, application
and the data.

39. INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report.

• Familiarization Program of the Independent Directors

Periodic presentations are made by Senior Management, Statutory and Internal
Auditors at the Board/Committee meetings on business and performance updates of
the Company, global business environment, business risks and its mitigation strategy,
impact of regulatory changes on strategy etc. Updates on relevant statutory changes
encompassing important laws are regularly intimated to the Independent directors.

• Cautionary Statement

Management Discussion and Analysis forming part of this Report is in compliance with
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such
statements may be "forward-looking" within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company''s operations include
economic conditions affecting demand / supply and price conditions in the domestic
and overseas markets in which the Company operates, changes in the Government
regulations, tax laws and other statutes and other incidental factors.

• Annexure to this Report

The following are the annexure to this report:

I. Conservation of energy, technology absorption, Research and
development and foreign exchange earnings and outgo in Annexure -I.

ii. Form AOC - 2 in Annexure - II.

iii. Secretarial Audit Report (Form MR-3) in Annexure -III.

iv. Annual Secretarial Compliance Report as per SEBI LODR Regulation -
IIIB

v. Particulars of Remuneration in Annexure -IV

vi. Corporate Governance Report in Annexure-V

vii. Management Discussion And Analysis Annexure -VI

AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY

No agreements have been entered / executed by the parties as mentioned under clause 5A of
paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of
the Company or impose any restriction or create any liability upon the Company.

ACKNOWLEDGMENT

The Board of Directors places on record its deep sense of appreciation for the committed services
by all the employees of the Company. The Board would also like to express their sincere
appreciation for the assistance and co-operation received from the financial institutions, banks,
government and regulatory authorities, stock exchanges, customers, vendors, members during
the year under review.

On behalf of the Board of Directors
Rajasthan Securities Limited
(Formerly known as Rajasthan Gases Limited)
Sd/- Sd/-

Nikhilesh Khandelwal Deepa Kishor Piplikar

Managing Director Director

DIN : 06945684 DIN : 07941295

Place: Nagpur
Dated: 13/08/2026

Your Directors have pleasure in presenting the 32nd Annual Report together with the audited
statement of Accounts for the year ended 31st March, 2025.

FINANCIAL SUMMARY/ HIGHLIGHTS

The Summarized financial highlights of the Company are as under

(Amount in lacs)

PERFORMANCE DURING THE YEAR UNDER REVIEW

During the financial year ended 31st March, 2025, the Company reported a Total Income of '' 823.26
Lacs. The income was entirely derived from Other Income. The company is exploring new business
opportunities and trying to be fully operational.

The Total Expenditure stood at ''19.88 Lacs, significantly lower as compared to '' 49.90 Lacs in the
previous year and ''103.31 Lacs in FY 2022-23.The reduction in expenditure is due to the
repayment of the loan and the absence of interest payments.

As a result, the Company recorded a Profit Before Tax (PBT) of '' 803.39 Lacs as against a Loss of
'' 49.90 Lacs in the previous year. After providing for taxation of '' 102.00 Lacs, the Profit After Tax

(PAT) stood at ''701.39 Lacs, compared to a Loss of ''49.90 Lacs in FY 2023-24 and a Loss of
''103.31 Lacs in FY 2022-23.

DIVIDEND

To strengthen the financial position of the Company and to augment working capital the directors of
the company regret to declare any dividend in the financial year under review.

RESERVES AND SURPLUS

The current year profit of '' 701.39 Lacs has been added to the Surplus at the beginning of the year of
'' (232.71) Lacs. Accordingly, the Surplus aggregates to 468.68Lacs at the end of the year.

STATE OF COMPANY AFFAIRS:

The state of your Company''s affairs is given under the heading ''Financial Summary/Highlights of
performance of the Company.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year to which the financial
statements relate and the date of this report.

SHARE CAPITAL

Authorized Capital:

During the year under review, there was no change in the Authorized share capital of your Company.
The Authorized Share Capital of the Company is Rs. 60,00,00,000/- (Rupees Sixty Crore Only)
divided into 20,00,00,000 (Twenty Crore Only) Equity Shares of Rs. 3/- (Rupees Three Only) each.

Issued, Subscribed & Paid-Up Capital:

The present Paid-up Share Capital of the Company is Rs. 23,06, 21,400/- (Rupees Twenty Three
Crore Six Lacs Twenty One Thousand and Four Hundred Only) divided into 7,68,73,800 (Seven
Crore Sixty Eight Lacs Seventy Three Thousand and Eight Hundred) Equity Shares of Rs.3/-
(Rupees Three Only) each.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF EQUITY SHARES:

During the year under review, the Company has not raised any funds through preferential issue of
equity shares. Accordingly, the disclosure requirements in respect of utilization of such funds are not
applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal financial Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are operating
effectively so as to ensure orderly and efficient conduct of business operations.

The Audit Committee formulates the scope, functioning, periodicity and methodology for conducting
the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating
the efficiency & adequacy of internal control systems in the Company, its compliance with operating
systems, accounting procedures and policies at all locations and submit their periodical internal
audit reports to the Audit Committee. Based on the internal audit report and review by the Audit
committee, process owners undertake necessary actions in their respective areas.

The internal auditors have expressed that the internal control system in the Company is robust and
effective. The Board has also put in place requisite legal compliance framework to ensure
compliance of all the applicable laws and that such systems are adequate and operating effectively.
The Company has in place adequate internal financial controls with reference to financial
statements. Such internal financial controls over financial reporting are operating effectively and the
Statutory Auditor has also expressed their opinion on the same in the Annexure to the Auditors
Report.

RISK MANAGEMENT

Risk is an integral part of any business and therefore, Risk Management is an important function that
the business management has to perform to ensure sustainable business growth. Company has
implemented an integrated risk management approach through which it reviews and assesses
significant risks on a regular basis to help ensure that there is a robust system of risk controls and
mitigation in place. Senior management periodically reviews this risk management framework to
keep updated and address emerging challenges. Major risks identified for the Company by the
management are Compliances of various applicable Laws, Regulatory changes, Manufacturing &
Supply, Litigation and Technological Changes. The management is however, of the view that none of
the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is
put in place to ensure that there is nil or minimum impact on the Company in case any of these risks
materialize.

SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of I ndia.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy (the “WB Policy") with a view to provide vigil mechanism
to Directors, Employees and other Stakeholders to disclose instances of wrongdoing in the
workplace and report instances of unethical behavior, actual or suspected fraud or violation of the
Company''s code of conduct or ethics policy. The WB Policy also states that this mechanism provides
for adequate safeguards against victimization of Director(s)/ Employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee in
exceptional cases. The WB Policy has been posted on the website of the Company and the details of
the same are provided in the ''Report on Corporate Governance'' forming part of this Annual Report.
The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have
been reported by employees/directors till date.

During the year under review, pursuant to the SEBI (Prohibition of Insider Trading) Amendment
Regulations, 2018 (the “Insider Trading Amendment") dated December 31, 2018 (together, the
“Insider Trading Regulations"), the said policy got modified to the effect of insertion of leakage of
Unpublished Price Sensitive Information (UPSI).

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

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure-I”

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

In accordance with the requirements of the Sexual Harassment of Employees at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act") along with the Rules made
thereunder, the Company has in place a policy which mandates no tolerance against any conduct
amounting to sexual harassment from employees at workplace.All employees (permanent,
contractual, temporary and trainees) are covered under the said policy. During the financial year
under review, the Company has not received any complaint of Sexual Harassment from employees
at Workplace.

The Company has constituted the Internal Complaints Committee and has complied with all the
provisions of Constitution of Committee for workplace to redress and resolve any complaints arising
under the POSH Act. Training / awareness programs are conducted throughout the year to create
sensitivity towards ensuring respectable workplace.

The Company has a ''Prevention of Sexual Harassment Policy'' in force in compliance with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work
environment where employees deliver their best without any inhibition, threat or fear. The Company
has Zero Tolerance to any form of harassment especially if it is sexual in nature. The complaints filed
under the Policy are reported to the Audit Committee at its quarterly meetings with details of action
taken thereon.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act,
1961, as amended from time to time. The Company is committed to fostering a supportive and
inclusive work environment, and ensures that all relevant policies and practices are regularly
reviewed and aligned with the applicable statutory requirements.

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Articles
of Association of the Company, Mr. Nikhilesh Khandelwar (DIN: 06945684), Managing Director, is
liable to retire by rotation at the ensuing Annual General Meeting and, being eligible in terms of
Section 164 of the Act, has offered himself for re-appointment.

Mr. Arpit Ashok Khemani (DIN: 07891404) was appointed as a Non- Executive Independent Director
of the Company at the 31st Annual General Meeting (“AGM”) of the Company held on 26th
September, 2024. The Company has complied with the provisions of Section 149 of the Companies
Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in respect of his appointment.

Mr. Tirth Tapan Mazumdar (DIN: 07891495) was appointed as a Non- Executive Independent
Director of the Company at the 31stAnnual General Meeting (“AGM”) of the Company held on
26thSeptember, 2024. The Company has complied with the provisions of Section 149 of the
Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 in respect of his appointment.

Ms. Deepa Kishor Piplikar (DIN: 07941295) was appointed as a Non-Executive Director of the
Company at the 31st Annual General Meeting (“AGM”) of the Company held on 26th September,
2024. The Company has complied with the applicable provisions of the Companies Act, 2013 and
Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in
respect of her appointment.”

Ms. Gauri Bhagat (DIN: 06950001) and Mr. Pradeep Kishangopal Mundra (DIN: 06947188) retired
from the Directorship of the Company upon completion of their two consecutive terms as
Independent Directors, in accordance with the provisions of Section 149 of the Companies Act, 2013
and applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Their
retirement became effective from the conclusion of the 31st Annual General Meeting held on 26th
September, 2024.

The present Directors of the Company are as follows:

1. Nikhilesh Narendrakumar Khandelwal-Managing Director

2. Arpit Ashok Khemani-Independent Director

3. Tirth Tapan Mazumdar-Independent Director

4. Deepa Kishor Piplikar-Non Executive Director

Meeting of Board of Directors

During the year under the review, Five (5) Board meetings were held, with gap between Meetings
not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder.
Details of Board and Board committee meetings held during the year are given in the Corporate
Governance Report.

Board and Audit Committee Meetings:

During the FY 2024-25, the following Five (5) Board Meetings and Four (4)Audit Committee
Meetings were held on:

Time gap between any two meetings was not more than one hundred twenty (120)
days. The full details of the said meetings are given in the ''Report on Corporate
Governance'' forming part of this Annual Report.

Committees of the Board:

There are currently Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

Details of all the Committees along with their terms of reference, composition and
meetings held during the year, are provided in the “Report on Corporate Governance”,
as a part of this Annual Report.

Appointment criteria and qualifications:

• The Nomination and Remuneration Committee shall identify and ascertain the
integrity, qualifications, expertise and Experience of the person for appointment
as Director, Key Managerial Personnel (“KMP”) or at Senior Management level
and recommend the same to the Board for appointment, if found suitable;

• A person should possess adequate qualifications, expertise and experience for
the position he/ she is considered for appointment. The Committee has discretion
to decide whether qualifications, expertise and experience possessed by a
person are sufficient/ satisfactory for the concerned position; and

• The Company shall not appoint or continue the employment of any person as
Managing Director/ Whole time Director who has attained the age of seventy
years, provided that the term of the person holding this position may be extended
beyond the age of seventy years with the approval of shareholders by passing a
special resolution based on the explanatory statement annexed to the notice or
such motion indicating the justification for extension of appointment beyond
seventy years.

Meeting of Independent Directors:

There should be at least one meeting of Independent Directors in a year, without the
attendance of non-independent Directors and members of the Management.

Independent Directors in their meeting

• Review the performance of non-independent Directors including Managing
Director & CEO and the Board as a whole;

• Review the performance of the Chairperson of the Company, taking into account
the views of executive Directors and Non-executive Directors; and

• Assess the quality, quantity and timeliness of the flow of information between the
Company''s management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

Independent Directors of the Company met on 28/02/2025 during the year, review
details of which are given in the Corporate Governance Report.

Policy of Directors Appointment and Remuneration

Company''s policy on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under section 178(3) of the Act are covered under Nomination and
Remuneration Policy.

Board Evaluation

(i) Performance Evaluation of the Independent Directors and Other Individual
Directors:

The Company has framed a policy for Appointment of Directors and Senior
Management and Evaluation of Directors'' Performance (“Board Evaluation
Policy”). The said policy sets out criteria for performance evaluation of
Independent Directors, other Non- Executive Directors and the Executive
Directors. Pursuant to the provisions of the Act and the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), the Board carries out the performance evaluation of
all the Directors (including Independent Directors) on the basis of
recommendation of the Nomination and Remuneration Committee and the criteria
mentioned in the Board Evaluation Policy. The Board decided that the
performance evaluation of Directors should be done by the entire Board of
Directors excluding the Director being evaluated and unanimously agreed on the
following assessment criteria for evaluation of Directors'' performance:

• Attendance and active participation in the Meetings;

• Bringing one''s own experience to bear on the items for discussion;

• Governance covering Awareness and Observance; and

• Value addition to the business aspects of the Company.

(ii) Performance Evaluation of Executive Director:

The performance of the Managing Director & CEO is evaluated on the basis of
achievement of performance targets/ criteria given to them by the Board from time
to time.

(iii) Performance Evaluation by the Board of its own performance and its
Committees:

The performance of the Board is evaluated by the Board in the overall context of
understanding by the Board of the Company''s principle and values, philosophy
and mission statement, strategic and business plans and demonstrating this
through its action on important matters, the effectiveness of the Board and the
respective Committees in providing guidance to the management of the Company
and keeping them informed, open communication, the constructive participation
of members and prompt decision making, level of attendance in the Board
meetings, constructive participation in the discussion on the Agenda items,
monitoring cash flow, profitability, income & expenses, productivity & other
financial indicators, so as to ensure that the Company achieves its planned
results, effective discharge of the functions and roles of the Board etc. The
performance of the Committees is evaluated by the members of the respective
Committees on the basis of the Committee effectively performing the

responsibility as outlined in its Charter, Committee meetings held at appropriate
frequency, length of the meetings being appropriate, open communication &
constructive participation of members and prompt decision-making, etc.

(iv) Declaration by Independent Directors

The Company has received the requisite declarations from all Independent
Directors confirming that they meet the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 read with the rules made
thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed compliance with the provisions of
Schedule IV to the Act as well as the Company''s Code of Conduct.

Further, in compliance with the provisions of Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, the
Independent Directors have confirmed their registration with the Independent
Directors'' Data Bank maintained by the Indian Institute of Corporate Affairs (IICA)
for a period of one year / five years / lifetime, as applicable, and that there has been
no change in the circumstances affecting their status as Independent Directors
during the year under review.

(v) Evaluation of Individual and Independent Director

The performance of the Independent Directors as well as Individual Directors
including the Chairman of the Board were evaluated based on the evaluation
criteria laid down under the Nomination and Remuneration Policy and the Code of
Conduct as laid down by the Board.

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.

In a separate meeting of independent directors, performance of non-independent
directors, of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting
of the independent directors, at which the performance of the board, its
committees, and individual directors were also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

(vi) Annual Performance Evaluation

The Board carries out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its committees.
The performance of the board was evaluated by the board after seeking inputs
from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc. and
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

In a separate meeting of independent directors, performance of non-independent
directors, the chairman of the Company and the board as whole was evaluated,
taking into account the views of executive directors and non-executive directors.
The Board reviewed the performance of individual directors on the basis of criteria
laid by Nomination & Remuneration 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.

In the board meeting that followed the meeting of the independent directors, the
performance of the board, its committees, and individual directors was also
discussed. The performance evaluation of the Independent Directors was
completed. The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent Directors. The Board
of Directors expressed their satisfaction with the evaluation process.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors
hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended
March 31, 2025, the applicable Accounting Standards had been followed and
there are no departures;

ii. Accounting policies have been selected and applied consistently and judgments
and estimates made that are reasonable and prudent so as to give true and
fairview of the state of affairs of the Company at the end of the financial year March
31,2025 and of the profit of the Company for that year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this act for safeguarding
the assets of the Company and detecting fraud and other irregularities;

iv. Annual accounts for the year ended March 31, 2025 have been prepared on a
going concern basis.

v. Proper Internal financial controls are in placed in the Company and such internal
financial controls are adequate and operating effectively.

vi. Proper Systems have been devised to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively

STATUTORY AUDITORS

Members are hereby informed that M/s. Rahul S Gupta & Associates, Chartered
Accountants, Nagpur (Membership Number 133745), who were appointed as the
Statutory Auditors of the Company in the 31st Annual General Meeting of the Company,
have tendered their resignation on 14th August,2025, for the FY 2025-26 onwards. The
resignation has been submitted on ethical grounds, as the firm is presently undergoing
the process of obtaining a Peer Review Certificate from the Institute of Chartered
Accountants of India (ICAI). As per the regulatory framework under the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, such certification is mandatory for firms conducting statutory audits of listed
entities.

In accordance with Regulation 30 read with Schedule III of the SEBI (LODR)
Regulations, 2015, and Section 140(2) of the Companies Act, 2013, the Company has
made appropriate disclosures to the stock exchanges.

The resigning auditors have confirmed that there are no concerns, disputes, or
qualifications connected with their resignation and that the decision was purely due to
procedural delays in obtaining the required Peer Review Certificate from ICAI.

The Board of Directors, at its meeting held on 14th August, 2025 noted and accepted
the resignation, and placed on record its sincere appreciation for the professional
services rendered by M/s. Rahul S Gupta & Associates, Chartered Accountants,
Nagpur (Membership Number 133745) during their tenure.

In view of the above, the Company has initiated the process for appointment of new
Statutory Auditors in accordance with the provisions of Sections 139 and 140 of the
Companies Act, 2013 and other applicable laws.

It is now proposed to appoint M/s. Sanjay Chindaliya & Company., (Firm Registration
No.: 114779W), Chartered Accountants, Nagpur as the Statutory Auditors of the
Company, for a term of five consecutive years, from the conclusion of the ensuing
Annual General Meeting (AGM) in 2025 until the conclusion of the AGM to be held in the
year2030.

The Board of Directors, based on the recommendation of the Audit Committee, has
approved the appointment of M/s. Sanjay Chindaliya & Company., for the said term,
subject to approval of shareholder in general meeting at a remuneration to be mutually
agreed between the Board and the auditors.

The Board has recommended appointment of M/s. Sanjay Chindaliya & Company.,
(Firm Registration No.: 114779W), Chartered Accountants, Nagpur as the Statutory
Auditors of the Company.

INDEPENDENT AUDITORS'' REPORT

There is no qualification remark in the Independent Auditors'' Report.

SECRETARIAL AUDIT, AUDITORS AND SECRETARIAL AUDITORS'' REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has appointed M/s. Rupa Gupta,
Practicing Company Secretary, as the Secretarial Auditor of the Company for the
financial year 2024-25.

The Secretarial Audit Report for the financial year 2024-25 in Form MR-3, as issued by
the Secretarial Auditor, is annexed herewith as Annexure - III and forms an integral part
of this Report. The Report confirms that the Company has complied with the applicable
provisions of the Companies Act, 2013, SEBI Regulations, and other applicable laws.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark, or disclaimer.

The Board of Directors has appointed M/s. Gupta Rupa & Associates, Practicing
Company Secretaries (Peer Review No. 12013WB1001500), Proprietorship firm of Ms.
Rupa Gupta (FCS 12465), as the Secretarial Auditor of the Company for a term of five
(5) consecutive financial years from 2025-26 to 2029-30, on such remuneration as may
be approved by the Board of Directors of the company, and same is recommended for
approval of members.

COST AUDIT REPORT

The provisions of Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014 are not applicable to the Company. Accordingly,
maintenance of cost records and audit thereof is not required for the financial year
2024-25.

AUDIT COMMITTEE

Details of Composition of Audit Committee are covered under Corporate Governance
Report annexed with this report and forms part of this report. Further, during this year all
the recommendations of the Audit Committee have been accepted by the Board.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and Rules framed there under either to the Company or to the Central
Government.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary and Joint Venture company as on
31.03.2025.

Rariety Agencies Limited Cease to be associate company of the company with effect
from 28th February, 2025.

Since Company does not have any subsidiary, Associate and Joint Venture company as
on 31.03.2025, Preparation of consolidation of account is not applicable to the
company.

RELATED PARTY TRANSACTIONS

There was only one related party transaction entered by the Company and disclosure in
Form AOC-2 is provided as Annexure -II.

All the contracts/arrangements/transactions entered into by the Company with the
related parties during the financial year 2024-25 were in the ordinary course of business
and on an arm''s length basis as disclosed in the financial statements and were reviewed
and approved by the Audit Committee. The details of related party disclosure form a part
of the notes to the financial statements provided in the annual report.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits
details of related party transactions as per the format specified in the relevant

accounting standards to the stock exchanges on a half-yearly basis.

DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no Corporate Insolvency Resolution Process/
proceedings were initiated by / against the company under Insolvency and Bankruptcy
Code, 2016.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

The disclosure is not applicable as the Company has not undertaken any one-time
settlement with the banks or financial institutions during the year.

INSURANCE:

All the Properties of the Company are adequately insured, if any.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-under with
subsequent amendments thereto, in respect of employees of as shown below:

a. Employed throughout the year and in receipt of remuneration aggregating to
Rs.1,02,00,000/- or more - Nil

b. Employed for part of the year and in receipt of remuneration of Rs.8,50,000/- or
more per month - Nil

Note: Remuneration includes salary and value of perquisites and nature of
employment is Contractual.

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (with subsequent amendments
thereto) is annexed with this report and forms part of this report as “Annexure-IV”

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013

The Company has disclosed the full particulars of the loans given, Investments made,
Guarantees given or Securities provided as covered under the provisions of Section
186 of the Companies Act, 2013, in the notes to the Financial Statements forming a part
of this Annual Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a
view to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company''s shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. Board of Directors and the designated
employees have confirmed compliance with the Code.

The Company has adopted and amended its Code of Conduct for Prevention of Insider
Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India
(Prohibition of Insider Trading) (Amendment) Regulations, 2018. All Board Directors
and the designated employees have confirmed compliance with the Code.

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate
Governance by allowing paperless compliances by Companies through electronic
mode. Your Company supports the Green Initiative and has accordingly decided to
send necessary communications to its Shareholders to their respective registered E¬
mail addresses. Your Company appeals its Shareholders, who are yet to register the E-

mail addresses that they take necessary steps for registering the same so that you can
also become a part of the initiative and contribute towards a Greener environment.

CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The
company complies with corporate governance requirements specified in regulation 17
to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Report on Corporate Governance which forms a part of this
Report has been annexed herewith as “Annexure-V”

The Managing Director cum Chief Executive Director and Chief Financial Officer have
certified to the Board with regard to the financial statements and other matters as
required under Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming
part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable to the Company as none of the thresholds specified
therein were met during the preceding financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The core business of the company is Trading and developers sector. The management
discussion and analysis given below discusses the key issues of the Trading and
developers sector. The Report on Management Discussion and Analysis which forms a
part of this Report has been annexed herewith as “Annexure-VI”.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 526873 & security id: RAJGASES. The Company confirms that the annual listing
fee to the stock exchange for the financial year 2025-26 has been paid.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven
years. Therefore, there were no funds which were required to be transferred to investor
Education and Protection Fund (IEPF).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and
company''s operations in future.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section
92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management
and Administration)Rules, 2014 are placed on the website of the Company and is
accessible at www.rajasthangasesltd.com.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company has a constant focus on attracting, developing and retaining talent. We
believe that our employees are our key strength, and their development and well-being
is crucial to sustaining organizational success.

The company is constantly engaging in several initiatives to develop employees
holistically to ensure that we have competent employees is all areas of the business.
We are implementing several robust HR practices and processes to enhance employee
experience, engagement and enablement to deliver exemplary results. Some of these

initiatives include structured talent management processes, leadership development,
competency development, identifying and ring-fencing key employees occupying key
roles, employee engagement and well-being, rewards and recognition, performance
management and soon. Having implemented the Behavioral Competency Framework
with a focus on leadership development, Functional Competency Frame work is being
institutionalized to enhance technical and functional expertise. The right environment
and resources are provided to ensure research capabilities of employees are
developed and honed to develop in-house products with sound safety, quality and
reliability standards. Leadership development initiatives include providing the
necessary experience, exposure andeducation to ensure employee readiness to
execute critical roles and responsibilities. We have a robust induction and training
process for new talent, to ensure safety and quality standards are adhered to. All new
employees are required to go through detailed technical and behavioral trainings in the
irrespective domain areas to ensure productivity is achieved.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has inter alia, 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. In the opinion of Board there has been no change in the
circumstances affecting their status as Independent Directors of the Company;

2. They have complied with the Code for Independent Directors prescribed under
Schedule IV to the Act; and

3. They have registered themselves with the Independent Director''s Database
maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified forbeing 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.

Cyber Security

The Company has a comprehensive policy on data privacy. The Company is committed
to providing the highest level of protection regarding the processing of its employees,
vendors'' and customers'' personal data based on applicable data protection laws and
regulations. During the year under review, there were no reported instances of issues
regarding cyber security, data privacy of customers or product recalls.

We have adhered to best practices in security. Efforts are in place to continually
strengthen the quality assurance systemand to improve delivery timelines.In view of
increased cyber attack scenarios, the cyber security maturity is reviewed periodically
and the processes, technology controls are being enhanced in-line with the threat
scenarios. Your Company''s technology environment is enabled with realtime security
monitoring with requisite controls at various layers starting from end user machines to
network, application and the data.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report.
However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the report and the financial statements are being sent to the members of the Company
excluding statement of particulars of employees under rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member
is interested in obtaining the copy of the said statement may write to the Company
Secretary in advance.

• Familiarization Program of the Independent Directors

Periodic presentations are made by Senior Management, Statutory and Internal
Auditors at the Board/Committee meetings on business and performance updates
of the Company, global business environment, business risks and its mitigation
strategy, impact of regulatory changes on strategy etc. Updates on relevant
statutory changes encompassing important laws are regularly intimated to the
Independent directors.

• Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading
with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the
Company''s shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the
Code. All Board Directors and the designated employees have confirmed
compliance with the Code.

• Development in Human Resources / Industrial Relations

The Company recognizes that the Employees are the most valuable resource and
endeavors to empower its employees to meet business excellence while meeting
their career aspirations. It continues to focus on progressive employee relation,
policies and building high performance culture with the growth mindset where
employees are engaged, productive and efficient. Industrial relations were cordial
throughout the year.

• Cautionary Statement

Management Discussion and Analysis forming part of this Report is in compliance
with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and such statements may be “forward-looking” within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference to the
Company''s operations include economic conditions affecting demand / supply
and price conditions in the domestic and overseas markets in which the Company
operates, changes in the Government regulations, tax laws and other statutes and
other incidental factors.

• Annexure to this Report

The following are the annexure to this report:

i. Conservation of energy, technology absorption, Research and development
and foreign exchange earnings and outgo in Annexure -I.

ii. Form AOC - 2 in Annexure - II.

iii. Secretarial Audit Report (Form MR-3) in Annexure -III.

iv. Annual Secretarial Compliance Report as per SEBI LODR Regulation - IIIB

v. Particulars of Remuneration in Annexure -IV

vi. Corporate Governance Report in Annexure-V

vii. Management Discussion And Analysis Annexure -VI

AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY

No agreements have been entered / executed by the parties as mentioned under clause
5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the
Management or Control of the Company or impose any restriction or create any liability
upon the Company.

ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers,
Shareholders, Government Departments, Bankers and Suppliers of the Company. The
Board also wishes to pay tribute to all the employees of the Company for their splendid
commitment and dedication.

On behalf of the Board of Directors
Rajasthan Gases Limited
Sd/- Sd/-

Nikhilesh Khandelwal Deepa Kishor Piplikar

Managing Director Director

DIN :06945684 DIN :07941295

Place: Nagpur
Dated: 14/08/2025

Your Directors have pleasure in presenting the 31st Annual Report together with the audited
statement ofAccounts for the year ended 31st March, 2024.

OPERATIONS

The Summarized financial highlights of the Company are as under

PERFORMANCE IN THEYEARUNDER REVIEW

Your Company''s Trading businesses have reported an encouraging performance for the year ended
31st March 2024. During the financial year 2023-24, your company wants able to run full trading
business at fullest capacity. The Company was issued 71500000 equity shares investors via
allotment of conversion of convertible warrants.

DIVIDEND

To strengthen the financial position of the Company and to augment working capital the directors of
the company regret to declare any dividend in the financial year under review.

RESERVESAND SURPLUS

The current year loss of Rs 49.89 lakhs has been added to the Surplus at the beginning of the year of
Rs. (182.81) lakhs and the Surplus aggregates to Rs. (232.71) lakhs at the end of the year.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior
approval of the StatutoryAuthorities concerned.

INTERNAL CONTROL SYSTEMSAND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial
statements. Such internal financial controls over financial reporting are operating effectively and the
Statutory Auditor has also expressed their opinion on the same in the Annexure to the Auditors
Report.

WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy (the “WB Policy") with a view to provide vigil mechanism
to Directors, Employees and other Stakeholders to disclose instances of wrongdoing in the
workplace and report instances of unethical behavior, actual or suspected fraud or violation of the
Company’s code of conduct or ethics policy. The WB Policy also states that this mechanism provides
for adequate safeguards against victimization of Director(s)/ Employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee in
exceptional cases. The WB Policy has been posted on the website of the Company and the details of
the same are provided in the ‘Reporton Corporate Governance’forming partofthisAnnual Report.

During the year under review, pursuant to the SEBI (Prohibition of Insider Trading) Amendment
Regulations, 2018 (the “Insider Trading Amendment") dated December 31, 2018 (together, the
“Insider Trading Regulations"), the said policy got modified to the effect of insertion of leakage of
Unpublished Price Sensitive Information (UPSI).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has a ‘Prevention of Sexual Harassment Policy’ in force in compliance with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work
environment where employees deliver their best without any inhibition, threat or fear. The Company
has Zero Tolerance to any form of harassment especially if it is sexual in nature. The complaints filed

under the Policy are reported to the Audit Committee at its quarterly meetings with details of action
taken thereon.

BOARD OF DIRECTORS:

Arpit Ashok Khemani (DIN: 07891404) has offered himself for appointment at the ensuing Annual
General Meeting (“AGM”); and all the other the provisions of Section 149 of the Companies Act,
2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been complied with and the information on the particulars of the Directors proposed for
appointment has been given in the Notice of theAnnual General Meeting.

Tirth Tapan Mazumdar (DIN: 07891495) has offered himself for appointment at the ensuing Annual
General Meeting (“AGM”); and all the other the provisions of Section 149 of the Companies Act,
2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been complied with and the information on the particulars of the Directors proposed for
appointment has been given in the Notice of theAnnual General Meeting.

Deepa Kishor Piplikar (DIN: 07941295) has offered herself for appointment at the ensuing Annual
General Meeting (“AGM”); and all the other the provisions of Section 149 of the Companies Act,
2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been complied with and the information on the particulars of the Directors proposed for
appointment has been given in the Notice of theAnnual General Meeting.

Ms Gauri Bhagat (DIN: 06950001) and Pradeep Kishangopal Mundra (DIN : 06947188) Director
retired from Directorship of Company as they Competed Two Tenure as independent Director
therefore the board accept her Resignation/retirement with effect from September26, 2024( 31st
AGM).

Board and Audit Committee Meetings:

During the FY 2023-24, the following FIVE (5) Board Meetings and Audit Committee Meetings were
held on:

• 30TH May 2023

• 11thAugust, 2023

• 9th November2023

• 6th January2024

• 14th February2024

Time gap between any two meetings was not more than one hundred twenty (120) days. The full
details of the said meetings are given in the ‘Report on Corporate Governance’ forming part of this
Annual Report.

Appointment criteria and qualifications:

• The Nomination and Remuneration Committee shall identify and ascertain the integrity,
qualifications, expertise and Experience of the person for appointment as Director, Key
Managerial Personnel (“KMP”) or at Senior Management level and recommend the same to
the Board for appointment, if found suitable;

• A person should possess adequate qualifications, expertise and experience for the position
he/ she is considered for appointment. The Committee has discretion to decide whether
qualifications, expertise and experience possessed by a person are sufficient/ satisfactory for
the concerned position; and

• The Company shall not appoint or continue the employment of any person as Managing
Director/ Whole time Director who has attained the age of seventy years, provided that the
term of the person holding this position may be extended beyond the age of seventy years
with the approval of shareholders by passing a special resolution based on the explanatory
statement annexed to the notice or such motion indicating the justification for extension of
appointment beyond seventy years.

Meeting of Independent Directors:

There should be at least one meeting of Independent Directors in a year, without the attendance of
non-independent Directors and members of the Management.

The Independent Directors in the meeting:

• Review the performance of non-independent Directors including Managing Director & CEO
and the Board as a whole;

• Review the performance of the Chairperson of the Company, taking into account the views of
executive Directors and Non-executive Directors; and

• Assess the quality, quantity and timeliness of the flow of information between the Company’s
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.

Policy of Directors Appointment and Remuneration

Company''s policy on Directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
section 178(3) of the Act are covered under Nomination and Remuneration Policy. Further,
information about elements of remuneration package of individual directors is provided in the extract

ofAnnual Return as provided under Section 92(3) of the Act, in prescribed form MGT-9 annexed with
this report and forms part of this Report.

Board Evaluation

(i) Performance Evaluation of the Independent Directors and Other Individual Directors:

The Company has framed a policy for Appointment of Directors and Senior Management and
Evaluation of Directors’ Performance (“Board Evaluation Policy"). The said policy sets out
criteria for performance evaluation of Independent Directors, other Non- Executive Directors
and the Executive Directors. Pursuant to the provisions of the Act and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations"), the Board carries out the performance evaluation of all the
Directors (including Independent Directors) on the basis of recommendation of the
Nomination and Remuneration Committee and the criteria mentioned in the Board Evaluation
Policy. The Board decided that the performance evaluation of Directors should be done by the
entire Board of Directors excluding the Director being evaluated and unanimously agreed on
the following assessment criteria for evaluation of Directors’ performance:

• Attendance and active participation in the Meetings;

• Bringing one’s own experience to bear on the items for discussion;

• Governance coveringAwareness and Observance; and

• Value addition to the business aspects of the Company.

(ii) Performance Evaluation of Executive Director:

The performance of the Managing Director & CEO is evaluated on the basis of achievement of
performance targets/ criteria given to him by the Board from time to time.

(iii) Performance Evaluation by the Board of its own performance and its Committees:

The performance of the Board is evaluated by the Board in the overall context of
understanding by the Board of the Company’s principle and values, philosophy and mission
statement, strategic and business plans and demonstrating this through its action on
important matters, the effectiveness of the Board and the respective Committees in providing
guidance to the management of the Company and keeping them informed, open
communication, the constructive participation of members and prompt decision making, level
of attendance in the Board meetings, constructive participation in the discussion on the
Agenda items, monitoring cash flow, profitability, income & expenses, productivity & other
financial indicators, so as to ensure that the Company achieves its planned results, effective
discharge of the functions and roles of the Board etc. The performance of the Committees is
evaluated by the members of the respective Committees on the basis of the Committee

effectively performing the responsibility as outlined in its Charter, Committee meetings held at
appropriate frequency, length of the meetings being appropriate, open communication &
constructive participation of members and promptdecision-making, etc.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the
criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has
been no change in the circumstances which may affect their status as Independent director during
the year.

Evaluation of Individual and Independent Director

The performance of the Independent Directors as well as Individual Directors including the
Chairman of the Board were evaluated based on the evaluation criteria laid down under the
Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

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.

In a separate meeting of independent directors, performance of non-independent directors, of the
board as a whole and performance of the Chairman was evaluated, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board meeting that
followed the meeting of the independent directors, at which the performance of the board, its
committees, and individual directors were also discussed. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being evaluated.

DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions
of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the
annual accounts for the yearended on March 31,2024 and state that:

a. In the preparation of annual accounts for the financial year ended 31stMarch 2024, the
applicable accounting standards have been followed;.

b. The Director’s have selected such accounting policies and applied them consistently and
made judgments and estimates that were 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 the year under review;

c. The Director’s has 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. The Director’s has prepared the annual accounts for the financial year ended 31st March
2024, on a going concern basis;

e. The Director’s has laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and were operating effectively and

f. There is proper system to ensure compliance with the provisions of all applicable laws and
such systems were adequate and operating effectively.

STATUTORYAUDITORS

M/s. R. K. Malpani & Associates, Chartered Accountants, Mumbai, were the Statutory Auditors of
the Company for FY 2023-24. However, the Second Tenure of 5 year tenure of M/s R. K. Malpani &
Associates, Chartered Accountants gets over with the conclusion of this annual general meeting
and the Board of Directors have approved and recommended M/s Rahul Gupta & Associates,
Chartered Accountants, Nagpur (Firm Registration No:- 131447W) as the Statutory Auditors of the
company, for a term of five(5) years commencing from the conclusion of the 31st Annual General
Meeting of the Company till the conclusion of the 36th Annual General Meeting to be held in the year
2029.

Your Directors place on record the valuable services rendered by M/s R. K. Malpani & Associates,
CharteredAccountants during theirtenure as the StatutoryAuditors of the Company.

M/s Rahul Gupta & Associates, Chartered Accountants, have confirmed their independent status
and eligibility for the said appointment. The Company has received confirmation from them to the
effect that their appointment, if made, will be in accordance with the limits specified under theAct and
that the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of Companies
(Audit &Auditors) Rules,2014.

The Board is of the opinion that appointment of M/s. Rahul Gupta & Associates, Chartered
Accountants, as StatutoryAuditors will be in the best interests of the Company and recommends to
the members to consider their appointment as Statutory Auditors of the Company, for term of five
years, from the conclusion of the ensuing AGM, till the AGM to be held in the calendar year 2029, at
such remuneration mutually agreed and approved by the Board.

INDEPENDENT AUDITORS'' REPORT

There is no qualification in the Independent Auditors'' Report has pointed out. Your directors wish to
state that due to cash flow constraints, there are some disqualifications, reservations or adverse
remarks or disclaimers inAuditors Report.

SECRETARIALAUDIT

Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Rupa
Gupta, Practicing Company Secretary in practice to undertake the Secretarial Audit of the
Company.

SECRETARIALAUDITORS'' REPORT

The Company appointed M/s Rupa Gupta, Practicing Company Secretaries as Secretarial Auditors
to conduct Secretarial Audit of the Company for the financial year 2023-24. The report of the
Secretarial Audit for the financial year 2023-24 in FORM MR-3 is annexed to this report herewith as
“Annexure -5" and forms part of this report. There are No disqualifications, reservations or adverse
remarks or disclaimers in SecretarialAuditors Report.

COSTAUDIT REPORT

Cost Audit Report for the FY 2023-24 is not mandatory, as a best Corporate Governance practice,
Board on the recommendation of theAudit Committee, internal auditors is also conduct work as Cost
Auditorof the Company for the FY 2023-24.

AUDIT COMMITTEE

Details of Composition of Audit Committee are covered under Corporate Governance Report
annexed with this report and forms part of this report. Further, during this year all the
recommendations of theAudit Committee have been accepted by the Board.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and
Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and
irregularities, if any, noticed by them in the Company, which could adversely affect company’s
operations. It is posted on the website of the Company. The same is reviewed by the Audit
Committee from time to time. No concerns or irregularities have been reported by
employees/directors till date. The policy has been uploaded on the Company’s website
www.rajasthangasesltd.com

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of
theActand Rules framed there under either to the Company or to the Central Government.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGSAND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3)(m)ofthe CompaniesAct, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure-1”

SUBSIDIARY, ASSOCIATEAND JOINT VENTURE COMPANIES

There were no other changes in the subsidiary, associate and joint venture companies which were
reported earlier as “Annexure-2”

RELATED PARTYTRANSACTIONS

All the contracts/ arrangements/ transactions that were entered into by the Company during the
financial year with related parties were on an arm’s length basis and in the ordinary course of
business. During the year, the Company had not entered into any contract/arrangement/ transaction
with related parties which could be considered material, requiring approval of the
Board/shareholders, in accordance with the policy of the Company on materiality of related party
transactions. All Related Party Transactions are placed before the Audit Committee for approval.
The policy on Related Party Transactions as approved by the Board is available on the website of the
Company. None of the Directors of the Company has any pecuniary relationships or transactions
vis-a-vis the Company. The requisite details are given in Form AOC 2 is annexed herewith as
“Annexure-3”.

EXTRACTOFANNUALRETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 has been annexed with
this report and forms part of this report as “Annexure-4” and the same is available on the Company’s
website.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-underwith subsequent
amendments thereto, in respect of employees of as shown below:

a. Employed throughout the year and in receipt of remuneration aggregating to Rs.1,02,00,000
or more-Nil

b. Employed for part of the year and in receipt of remuneration of Rs.8,50,000ormore per month
-Nil

Note: Remuneration includes salary and value of perquisites and nature of employment is
Contractual.

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (with subsequent amendments thereto) is annexed with this
report and forms part of this report as “Annexure-6”

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the
CompaniesAct, 2013 are given in notes to the financial statements.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance
by allowing paperless compliances by Companies through electronic mode. Your Company
supports the Green Initiative and has accordingly decided to send necessary communications to its
Shareholders to their respective registered E-mail addresses. Your Company appeals its
Shareholders, who are yet to register the E-mail addresses that they take necessary steps for
registering the same so that you can also become a part of the initiative and contribute towards a
Greener environment.

CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The company
complies with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to
(i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Report on Corporate Governance which forms a part of this Report has been annexed
herewith as “Annexure-7”

The Managing Director cum Chief Financial Officer have certified to the Board with regard to the
financial statements and other matters as required under Regulation 17 (8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION ANDANALYSIS

The core business of the company is Trading and developers sector. The management discussion
and analysis given below discusses the key issues of the Trading and developers sector. The Report
on Management Discussion and Analysis which forms a part of this Report has been annexed
herewith as “Annexure-8”.

SHARE CAPITAL
Authorized Capital:

During the year under review, there was no change in the Authorized share capital of your Company.
The Authorized Share Capital of your Company is Rs. 60,00,00,000/- (Rupees Sixty Crore Only)
divided into 60000000 (Six Crore Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. Is
repaced by 200000000 (Twenty Crore Only) Equity Shares of Rs. 3/- (Rupees Three Only) each.

Issued, Subscribed & Paid-Up Capital:

• During the year under review, the following change took place in the Issued, Subscribed &
Paid-Up Capital ofthe Company:

1. The Board of Director of your Company in their meeting held on January 06, 2024 have
approved issue & allotment of 71500000 (Seven Crore Fifteen Lacs Only) Equity Shares of
Rs. 10 (Rupees Ten Only) each fully paid up is replaced by on a preferential basis at an issue
price of Rs. 4/- (Rupees Four Only) per Equity Share including Security Premium of Rs. 1
(Rupees One -One only) per Equity Share due convertible warrants (Warrants) at a
conversion price of Rs.4/- per warrant (including Rs. 1/-as security premium) to the proposed
allottees under Non Promoter category (Public).

These shares were get listing approval on March 27, 2024 by BSE Limited and trading
approval for the shares was received on May 10,2024.

• The present Paid-up Share Capital of the Company is Rs. 23,06, 21,460/- (Rupees Twenty
Three Crore Six Lacs Twenty One Thousand Four Hundred Only) divided into 76873800
(Seven Crore Sixty Eight Lakh Seventy Three Thousand Eight Hundred Only) Equity Shares
of Rs.3/- (RupeesThree Only) each.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF EQUITYSHARES:

The Company raised funds of Rs. 21,45,00,000 (Rupees Twenty One Crore Forty Five Lakh Only)
through Preferential Issue of Equity Shares. The gross proceeds of preferential issue have been
utilized in the following manner:

TRANSFER OFAMOUNTSTO INVESTOR EDUCATIONAND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years.
Therefore there were no funds which were required to be transferred to investor Education and
Protection Fund (IEPF).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

No significant or material orders have been passed against the Company by the Regulators, Courts
orTribunals, which impacts the going concern status and company’s operations in future.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIESACT, 2013

The information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms a part of this report. However, as per the first proviso to
section 136(1) and second proviso of rule 5 (2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the report and the financial statements are being sent to the
members of the Company excluding statement of particulars of employees under rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member
is interested in obtaining the copy of the said statement may write to the Company Secretary in
advance.

• Familiarization Program of the Independent Directors

Periodic presentations are made by Senior Management, Statutory and Internal Auditors at
the Board/Committee meetings on business and performance updates of the Company,
global business environment, business risks and its mitigation strategy, impact of regulatory
changes on strategy etc. Updates on relevant statutory changes encompassing important
laws are regularly intimated to the Independent directors.

The Company has no public deposits as of date and will not accept any deposits without prior
approval of the StatutoryAuthorities concerned

• Prevention Of InsiderTrading

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to
regulate trading in securities by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company’s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during
the period when the Trading Window is closed. The Board is responsible for implementation of
the Code. All Board Directors and the designated employees have confirmed compliance with
the Code.

• Development in Human Resources / Industrial Relations

The Company recognizes that the Employees are the most valuable resource and endeavors
to empower its employees to meet business excellence while meeting their career
aspirations. It continues to focus on progressive employee relation, policies and building high
performance culture with the growth mindset where employees are engaged, productive and
efficient. Industrial relations were cordial throughout the year.

• Cautionary Statement

Management Discussion and Analysis forming part of this Report is in compliance with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements
may be “forward-looking" within the meaning of applicable securities laws and regulations.
Actual results could differ materially from those expressed or implied. Important factors that
could make a difference to the Company''s operations include economic conditions affecting
demand / supply and price conditions in the domestic and overseas markets in which the
Company operates, changes in the Government regulations, tax laws and other statutes and
other incidental factors.

• Adoption On INDAS

These are the Company’s first Financial Statement prepared in accordance with INDAS. The
Company has adopted INDAS as notified by the Ministry of Corporate Affairs w.e.f 1st April,
2017. The adoption of INDAS has been carried out in accordance with INDAS 101, “First Time
Adoption of IndianAccounting Standards".

• Annexure to this Report

The following are the annexure to this report:

i. Conservation of energy, technology absorption, Research and development and
foreign exchange earnings and outgo inAnnexure -1.

ii. Statement containing salient features of the financial statement of associate company
(Form AOC-1)inAnnexure-2.

iii. FormAOC-2 inAnnexure-3.

iv. Extract ofAnnual Report (Form MGT-9) inAnnexure - 4.

v. SecretarialAudit Report (Form MR-3) inAnnexure -5.

vi. Particulars of Remuneration in Annexure -6

vii. Corporate Governance Report inAnnexure-7

viii. Management DiscussionAndAnalysisAnnexure-8
ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers,
Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also
wishes to pay tribute to all the employees of the Company for their splendid commitment and
dedication.

On behalf of the Board of Directors

Sd/- Sd/-

Nikhilesh Khandelwal Gauri Bhagat

Managing Director Director

DIN : 06945684 DIN : 06950001

Place: Mumbai
Dated: 14.08.2024

Your Directors have pleasure in presenting the 30^th Annual Report together with the audited statement ofAccounts for the year ended 31^st March, 2023.

OPERATIONS

The Summarized financial highlights of the Company are as under

PERFORMANCE IN THEYEARUNDER REVIEW

Your Company''s Trading businesses have reported an encouraging performance for the year ended 31st March 2023. During the financial year 2022-23, your company wants able to run full trading business at fullest capacity. The Company has planned to infuse capital from investors via allotment of convertible warrants.

DIVIDEND

To strengthen the financial position of the Company and to augment working capital the directors of the company regret to declare any dividend in the financial year under review.

The current year loss of Rs 103.31 lakhs has been added to the Surplus at the beginning of the year of Rs. (79.51) lakhs and the Surplus aggregates to Rs. (182.81) lakhs at the end of the year.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the StatutoryAuthorities concerned.

INTERNAL CONTROL SYSTEMSAND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. Such internal financial controls over financial reporting are operating effectively and the Statutory AuditorhasalsoexpressedtheiropiniononthesameintheAnnexuretotheAuditorsReport.

WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil mechanism to Directors, Employees and other Stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The WB Policy also states that this mechanism provides for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The WB Policy has been posted on the website of the Company and the details of the same are provided in the''Report on Corporate Governance''forming partofthisAnnual Report.

During the year under review, pursuant to the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 (the "Insider Trading Amendment") dated December 31, 2018 (together, the "Insider Trading Regulations"), the said policy got modified to the effect of insertion of leakage of Unpublished Price Sensitive Information (UPSI).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT.2013:

The Company has a ''Prevention of Sexual Harassment Policy'' in force in compliance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work environment where employees deliver their best without any inhibition, threat or fear. The Company has Zero Tolerance to any form of harassment especially if it is sexual in nature. The complaints filed under the Policy are reported to the Audit Committee at its quarterly meetings with details of action taken thereon.

BOARD OF DIRECTORS:

Mr. Pradeep Kishangopal Mundra (DIN: 06947188) Director retires by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting ("AGM"); and all the other the provisions of Section 149 of the Companies Act, 2013, Regulation 25oftheSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been complied with and the information on the particulars of the Directors proposed for re-appointment has been given in the Notice oftheAnnual General Meeting.

Ms Gauri Bhagat (DIN: 06950001) Director retires by rotation and being eligible, has offered herself for re-appointment at the ensuing Annual General Meeting ("AGM"); and all the other the provisions of Section 149 of the Companies Act, 2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been complied with and the information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.

Board and Audit Committee Meetings:

During the FY 2022-23, the following FIVE (5) Board Meetings and Audit Committee Meetings were held on:

• 30thH May 2022

• 06 th July 2022

• 13thAugust, 2022

• 14th November 2022

• 13th February2023

Time gap between any two meetings was not more than one hundred twenty (120) days. The full details of the said meetings are given in the ''Report on Corporate Governance'' forming part of this Annual Report.

Appointment criteria and qualifications:

• The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualifications, expertise and Experience of the person for appointment as Director, Key Managerial Personnel ("KMP") or at Senior Management level and recommend the same to the Board for appointment, if found suitable;

• A person should possess adequate qualifications, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position; and

• The Company shall not appoint or continue the employment of any person as Managing Director/ Whole time Director who has attained the age of seventy years, provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice or such motion indicating the justification for extension of appointment beyond seventy years.

Meeting of Independent Directors:

There should be at least one meeting of Independent Directors in a year, without the attendance of non-independent Directors and members of the Management.

The Independent Directors in the meeting:

• Review the performance of non-independent Directors including Managing Director & CEO and the Board as a whole;

• Review the performance of the Chairperson of the Company, taking into account the views of executive Directors and Non-executive Directors; and

• Assess the quality, quantity and timeliness of the flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Policy of Directors Appointment and Remuneration

Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy. Further, information about elements of remuneration package of individual directors is provided in the extract ofAnnual Return as provided under Section 92(3) of the Act, in prescribed form MGT-9 annexed with this report and forms part of this Report.

Board Evaluation

(i) Performance Evaluation of the Independent Directors and Other Individual Directors:

The Company has framed a policy for Appointment of Directors and Senior Management and Evaluation of Directors'' Performance ("Board Evaluation Policy"). The said policy sets out criteria for performance evaluation of Independent Directors, other Non- Executive Directors and the Executive Directors. Pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board carries out the performance evaluation of all the Directors (including Independent Directors) on the basis of recommendation of the Nomination and Remuneration Committee and the criteria mentioned in the Board Evaluation Policy. The Board decided that the performance evaluation of Directors should be done by the entire Board of Directors excluding the Director being evaluated and unanimously agreed on the following assessment criteria for evaluation of Directors'' performance:

• Attendance and active participation in the Meetings;

• Bringing one''s own experience to bearon the items fordiscussion;

• Governance covering Awareness and Observance; and

• Value addition to the business aspects of the Company.

(ii) Performance Evaluation of Executive Director:

The performance of the Managing Director & CEO is evaluated on the basis of achievement of performance targets/ criteria given to him by the Board from time to time.

(iii) Performance Evaluation by the Board of its own performance and its Committees:

The performance of the Board is evaluated by the Board in the overall context of understanding by the Board of the Company''s principle and values, philosophy and mission statement, strategic and business plans and demonstrating this through its action on important matters, the effectiveness of the Board and the respective Committees in providing guidance to the management of the Company and keeping them informed, open communication, the constructive participation of members and prompt decision making, level of attendance in the Board meetings, constructive participation in the discussion on the Agenda items, monitoring cash flow, profitability, income & expenses, productivity & other financial indicators, so as to ensure that the Company achieves its planned results, effective discharge of the functions and roles of the Board etc. The performance of the Committees is evaluated by the members of the respective Committees on the basis of the Committee effectively performing the responsibility as outlined in its Charter, Committee meetings held at appropriate frequency, length of the meetings being appropriate, open communication & constructive participation of members and promptdecision-making, etc.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

The performance of the Independent Directors as well as Individual Directors including the Chairman of the Board were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

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.

In a separate meeting of independent directors, performance of non-independent directors, of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors were also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31,2023 and state that:

a. In the preparation of annual accounts for the financial year ended 31stMarch 2023, the applicable accounting standards have been followed;.

b. The Director''s have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c. The Director''s has 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. The Director''s has prepared the annual accounts for the financial year ended 31st March 2023, on a going concern basis;

e. The Director''s has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively and

f. There is proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORYAUDITORS

M/s. R.K. Malpani & Associates, Chartered Accountants Firm Reg. No. 002759C, retire at the conclusion of the forthcoming Annual General Meeting 2024. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the CompaniesAct, 2013. Your Directors recommend their re-appointment.

INDEPENDENTAUDITORS'' REPORT

There is no qualification in the Independent Auditors'' Report has pointed out. Your directors wish to state that due to cash flow constraints, there are some disqualifications, reservations or adverse remarks or disclaimers inAuditors Report.

SECRETARIALAUDIT

Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Rupa Gupta, Practicing Company Secretary in practice to undertake the SecretarialAudit of the Company.

SECRETARIALAUDITORS'' REPORT

The Company appointed M/s Rupa Gupta, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2022-23. The report of the Secretarial Audit for the financial year 2022-23 in FORM MR-3 is annexed to this report herewith as "Annexure -5" and forms part of this report. There are No disqualifications, reservations or adverse remarks or disclaimers in SecretarialAuditors Report.

COSTAUDIT REPORT

Cost Audit Report for the FY 2022-23 is not mandatory, as a best Corporate Governance practice, Board on the recommendation of theAudit Committee, internal auditors is also conduct work as Cost Auditorof the Company for the FY 2022-23.

AUDIT COMMITTEE

Details of Composition of Audit Committee are covered under Corporate Governance Report annexed with this report and forms part of this report. Further, during this year all the recommendations of theAudit Committee have been accepted by the Board.

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any, noticed by them in the Company, which could adversely affect company''s operations. It is posted on the website of the Company. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by employees/directors till date. The policy has been uploaded on the Company''s website www.rajasthangasesltd.com

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of theAct and Rules framed there under either to the Company or to the Central Government.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m)ofthe CompaniesAct, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-1"

SUBSIDIARY, ASSOCIATEAND JOINT VENTURE COMPANIES

There were no other changes in the subsidiary, associate and joint venture companies which were reported earlier as "Annexure-2"

RELATED PARTYTRANSACTIONS

All the contracts/ arrangements/ transactions that were entered into by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material, requiring approval of the Board/shareholders, in accordance with the policy of the Company on materiality of related party transactions. All Related Party Transactions are placed before the Audit Committee for approval. The policy on Related Party Transactions as approved by the Board is available on the website of the Company. None of the Directors of the Company has any pecuniary relationships or transactions vis-a-vis the Company. The requisite details are given in Form AOC 2 is annexed herewith as "Annexure-3".

EXTRACTOFANNUALRETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 has been annexed with this report and forms part of this report as "Annexure-4" and the same is available on the Company''s website.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-underwith subsequent amendments thereto, in respect of employees of as shown below:

a. Employed throughout the year and in receipt of remuneration aggregating to Rs.1,02,00,000 or more - Nil

b. Employed for part of the year and in receipt of remuneration of Rs.8,50,000 or more per month-Nil

Note: Remuneration includes salary and value of perquisites and nature of employment is Contractual.

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (with subsequent amendments thereto) is annexed with this report and forms part of this report as "Annexure-6"

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the CompaniesAct, 2013 are given in notes to the financial statements.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the T rading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses. Your Company appeals its Shareholders, who are yet to register the E-mail addresses that they take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report has been annexed herewith as "Annexure-7"

The Managing Director cum Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION ANDANALYSIS

The core business of the company is Trading and developers sector. The management discussion and analysis given below discusses the key issues of the Trading and developers sector. The Report on Management Discussion and Analysis which forms a part of this Report has been annexed herewith as "Annexure-8".

SHARE CAPITAL

During the year under review the Authorized Share Capital of the company was 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 3/- each and Issued, Subscribed and Paid-up Share Capital was 5373800 shares of Rs. 03/-each.

In the 28thAnnual General Meeting of Members of company held on Tuesday, August 31, 2021, members approved the modification in Authorised Capital from existing Rs. 6,00,00,000 (Rupees Six crores) divided into 60,00,000 (Sixty Lakhs) Equity Shares of Rs.10/- each to Rs 60,00,00,000 (Rupees Sixty Crores) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 3/- each.

In the 28thAnnual General Meeting, Members also approved the preferential allotment of, upto 10,00,00,000 (Ten crores) convertible warrants (Warrants) at a conversion price of Rs.4 /- per warrant (including Rs. 1/- as security premium) to the proposed allottees under Non Promoter category (Public).

TRANSFER OFAMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders have been passed against the Company by the Regulators, Courts orTribunals, which impacts the going concern status and company''s operations in future.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIESACT, 2013

The information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report. However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and the financial statements are being sent to the members of the Company excluding statement of particulars of employees under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member is interested in obtaining the copy of the said statement may write to the Company Secretary in advance.

• Familiarization Program of the Independent Directors

Periodic presentations are made by Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independentdirectors.

The Company has no public deposits as of date and will not accept any deposits without prior approval of the StatutoryAuthorities concerned

• Prevention Of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to

regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

• Development in Human Resources / Industrial Relations

The Company recognizes that the Employees are the most valuable resource and endeavors to empower its employees to meet business excellence while meeting their career aspirations. It continues to focus on progressive employee relation, policies and building high performance culture with the growth mindset where employees are engaged, productive and efficient. Industrial relations were cordial throughout the year.

• Cautionary Statement

Management Discussion and Analysis forming part of this Report is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

• Adoption On INDAS

These are the Company''s first Financial Statement prepared in accordance with INDAS. The Company has adopted INDAS as notified by the Ministry of Corporate Affairs w.e.f 1st April, 2017. The adoption of INDAS has been carried out in accordance with INDAS 101, "First Time Adoption of IndianAccounting Standards".

• Annexure to this Report

The following are the annexure to this report:

i. Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo inAnnexure -1.

ii. Statement containing salient features of the financial statement of associate company (Form AOC-1) inAnnexure-2.

iii. FormAOC-2 inAnnexure-3.

iv. Extract ofAnnual Report (Form MGT-9) inAnnexure-4.

v. SecretarialAudit Report (Form MR-3) in Annexure -5.

vi. Particulars of Remuneration inAnnexure-6

vii. Corporate Governance Report inAnnexure-7

viii. Management DiscussionAndAnalysisAnnexure-8

ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

On behalf of the Board of Directors

Sd/- Sd/-

Nikhilesh Khandelwal Gauri Bhagat

Managing Director Director

DIN : 06945684 DIN : 06950001

Place: Mumbai Dated: 11.08.2023

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report together with the audited statement of Accounts for the year ended 31st March, 2015.

1. OPERATIONS

The Summarized financial highlights are as under

For the year For the year ended 31.03.2015 ended 31.03.2014

Income from operation Nil Nil

Other Income 1137869.00 403836.05

1137869.00 403836.05

Total Expenditure 958289.99 84843.01

Operating Profit / (Loss) 179579.01 18993.04

Depreciation Nil Nil

Provision for taxation Nil Nil

Profit / (Loss) after tax 179579.01 18993.04

Balance Carrier Forward from

Last year (28179536.33) (28198529.37)

Balance Carried to Balance Sheet (27999957.32) (28179536.33)

2. DEPOSITS

The Company has not accepted any deposits from Public within the meaning of Provisions of the Companies Act, 2013 and rules made there under.

3. CAPITAL

During the year the Authorized, Issued, Subscribed and paid-up Capital remained unchanged at Rs. 6,00,00,000/- and Rs. 5,37,38,000/- respectively.

4. STATUTORY INFORMATION

I. The Companies ( Directors particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology absorption in From B prescribed by the rules. The company not being an industry under the Schedule, Form A& B disclosures are not applicable.

II. The Company had no foreign exchange earnings & no outgoing

III. The Company does not have any subsidiary within the meaning of section 4 of the Companies Act, 1956

5. AUDITORS

Statutory auditors M/s. R. K. Malpani & Associates, retire at the conclusion of the ensuing Annual General Meeting. The Company proposes to appoint them for their term of 2 years under Section 139 of the Companies Act, 2013 i.e. for the financial year 2015-16 to 2016-17 subject to ratification by shareholders at every Annual General Meeting

6. AUDIT COMMITTEE

Pursuant to Section 292Aof the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000, an audit committee was constituted by the Board of Directors consisting of 3 directors i.e. Shri Baboolal Swarnkar, Shri Nikhilesh Khandewal and, Shri Vinay Agrawal.

7. AUDITOR'S REPORT

The notes referred to in the Auditors' Report are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013.

8. DIRECTORS

Shri Baboolal Swarnkar, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Directors commend his re-appointment.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently, and have 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 31st March 2015 and of the profit of the Company for the year ended 31st March 2015.

(c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

10. PERSONNEL

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 as per the latest amendment.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy, to provide formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. It provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee.

Whistle blower policy of the company is available on the Company's website www.rajasthangasesltd.com.

12. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s. Manjula Poddar, Company Secretaries in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014- 2015. The report of the Secretarial Auditors is annexed to this Report as Annexure-IV.

12. ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

By Order of the Board of Directors

Place: Jaipur BABOOLAL SWARNKAR

Dated: 05th September, 2015 (Chairman)

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with the audited statement of Accounts for the year ended 31st March, 2014.

1. OPERATIONS

The Summarized financial highlights are as under

For the year For the year ended ended 31.03.2014 31.03.2013

Income from operation Nil Nil

Other Income 403836.05 548240.57

403836.05 548240.57

Total Expenditure 384843.01 546751.14

Operating Profit/ (Loss) 18993.04 1489.43

Depreciation Nil Nil

Provision for taxation Nil Nil

Profit / (Loss) after tax 18993.04 1489.43

Balance Carrier Forward from Last year (28198529.37) (28200018.80)

Balance Carried to Balance Sheet (28179536.33) (28198529.37)

2. DEPOSITS

The Company has not accepted any deposits from Public within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

3. CAPITAL

During the year the Authorized, Issued, Subscribed and paid-up Capital remained unchanged at Rs. 6,00,00,000/- and Rs. 5,37,38,000/- respectively.

4. STATUTORY INFORMATION

The Companies ( Directors particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology absorption in From B prescribed by the rules. The company not being an industry under the Schedule, Form A& B disclosures are not applicable.

II The Company had no foreign exchange earnings & no outgoing

III. The Company does not have any subsidiary within the meaning of section 4 of the Companies Act, 1956

5. AUDITORS

Statutory auditors M/s. R. K. Malpani & Associates, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. R K. Malpani & Associates, to the effect that their appointment, if made would be within the limits under Section 224(1 -B) of the Companies Act, 1956. Accordingly, M/s R. K. Malpani & Associates, Chartered Accountants will be appointed as auditors of the Company.

6. AUDIT COMMITTEE

Pursuant to Section 292A of the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000, an audit committee was constituted by the Board of Directors consisting of 3 directors i.e. Shri Baboolal Swarnkar, Shri Manoj Danwar, Shri Sunil Verma.

7. AUDITOR''S REPORT

The notes to the Accounts referred to in the Auditors report are self - explanatory and, therefore, do not call for any further explanation under section 217(3) of the Companies Act, 1956

8. DIRECTORS

Shri Matadin Sonthalia, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment. The Directors commend his re-appointment.

Smt. Nirmala Sharma resigned as director during the year i.e Dt. 19.07.2013. Board of Directors place on records its appreciating for valuable services and guidance given by Smt. Nirmala Sharma during her tenure as a Director of the Company.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

In term of section 217 (2AA) of the Companies Act, 1956 the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The director 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.

iv) The directors have prepared the annual accounts on a going concern basis.

10. PERSONNEL

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 as per the latest amendment.

11. FIXED DEPOSIT

The company has neither invited nor accepted nor renewed any fixed deposit during the year under review.

12. ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

By order of Board of Directors

Place : Jaipur BABOOLAL SWARNKAR Dated: 05th September, 2014 Chairman

Dear Shareholders,

The Directors have pleasure in presenting the TWENTH Annual Report together with the audited statement of Accounts for the year ended 31st March, 2013.

1. OPERATIONS

The Summarised financial highlights are as under

For the year For the year ended 31.03.13 ended 31.03.12

Income from operation Nil Nil

Other Income 548240.57 2202476.54

548240.57 2202476.54

Total Expenditure 546751.14 2197598.88

Operating Profit / (Loss) 1489.43 4877.66

Depreciation Nil Nil

Provision for taxation Nil Nil

Profit / (Loss) after tax 1489.43 4877.66

Balance Carrier Forward from Last year (28200018.80) (28204896.46)

Balance Carried to Balance Sheet (28198529.37) (28200018.80)



2. DEPOSITS

The Company has not accepted any deposits from Public within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

3. CAPITAL

During the year the Authorised, Issued, Subscribed and paid-up Capital remained unchanged at Rs. 6,00,00,000/- and Rs. 5,37,38,000/- respectively.

4. STATUTORY INFORMATION

I The Companies ( Directors particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology absorption in From B prescribed by the rules. The company not being an industry under the Schedule, Form A & B disclosures are not applicable.

II The Company had no foreign exchange earnings & no outgoing

III. The Company does not have any subsidiary within the meaning of section 4 of the Companies Act, 1956

5. AUDITORS

Statutory auditors M/s. R. K. Malpani & Associates, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. R K. Malpani & Associates, to the effect that their appointment, if made would be within the limits under Section 224(1-B) of the Companies Act, 1956. Accordingly, M/s R. K. Malpani & Associates, Chartered Accountants will be appointed as auditors of the Company.

6. AUDIT COMMITTEE

Pursuant to Section 292A of the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000, an audit committee was constituted by the Board of Directors consisting of 3 directors i.e. Shri Baboolal Swarnkar, Shri Manoj Danwar, Shri Sunil Verma.

7. AUDITOR''S REPORT

The notes to the Accounts referred to in the Auditors report are self - explanatory and, therefore, do not call for any further explanation under section 217(3) of the Companies Act, 1956

8. DIRECTORS

Shri Baboo Lai Swarnkar, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Directors commend his re-appointment.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

In term of section 217 (2AA) of the Companies Act, 1956 the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting polices and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The director 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.

iv) The directors have prepared the annual accounts on a going concern basis.

10. PERSONNEL

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 as per the latest amendment.

11. FIXED DEPOSIT

The company has neither invited nor accepted nor renewed any fixed deposit during the year under review.

12. ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

By Order of the Board of Directors

(BABOOLAL SWARNKAR) (MAJDAN WAR)

Chairman MD & CEO

PLACE: JAIPUR

DATED: 06/09/2013

Dear Shareholders,

The Directors have pleasure in presenting the NINTEENTH Annual Report together with the audited statement of Accounts for the year ended 31st March, 2012.

1. OPERATIONS

The Summarised financial highlights are as under

For the year For the year ended 31.03.12 ended 31.03.11

Income from operation Nil Nil

Other Income 2202476.54 2651625.60

2202476.54 2651625.60

Total Expenditure 2197598.88 319699.88

Operating Profit / (Loss) 4877.66 2331925.72

Depreciation Nil Nil

Provision for taxation Nil Nil

Profit / (Loss) after tax 4877.66 2331925.72

Balance Carrier Forward from Last year (28204896.46) (30536822.18)

Balance Carried to Balance Sheet (28200018.80) (28204896.46)

2. DEPOSITS

The Company has not accepted any deposits from Public within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

3. CAPITAL

During the year the Authorised, Issued, Subscribed and paid-up Capital remained unchanged at Rs. 6,00,00,000/- and Rs. 5,37,38,000/- respectively.

4. STATUTORY INFORMATION

I. The Companies (Directors particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology absorption in From B prescribed by the rules. The company not being an industry under the Schedule, Form A & B disclosures are not applicable.

II. The Company had no foreign exchange earnings & no outgoing

III. The Company does not have any subsidiary within the meaning of section 4 of the Companies Act, 1956

5. AUDITORS

Statutory auditors M/s. R. K. Malpani & Associates, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. R K. Malpani & Associates, to the effect that their appointment, if made would be within the limits under Section 224(1-B) of the Companies Act, 1956. Accordingly, M/s R. K. Malpani & Associates, Chartered Accountants will be appointed as auditors of the Company.

6. AUDIT COMMITTEE

Pursuant to Section 292A of the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000, an audit committee was constituted by the Board of Directors consisting of 3 directors i.e. Shri Baboolal Swarnkar, Shri Manoj Danwar, Shri Sunil Verma.

7. AUDITOR''S REPORT

The notes to the Accounts referred to in the Auditors report are self - explanatory and, therefore, do not call for any further explanation under section 217(3) of the Companies Act, 1956

8. DIRECTORS

Shri Baboo Lai Swarnkar, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Directors commend his re-appointment.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

In term of section 217 (2AA) of the Companies Act, 1956 the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting polices and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The director 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.

iv) The directors have prepared the annual accounts on a going concern basis.

10. PERSONNEL

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 as per the latest amendment.

11. FIXED DEPOSIT

The company has neither invited nor accepted nor renewed any fixed deposit during the year under review.

12. ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

BY ORDER OF THE BOARD

For RAJASTHAN GASES LIMITED

Place : JAIPUR (BABOOLAL SWARNKAR)

DATED: 01/09/2012 Chairman