Directors Report of RMC Switchgears Ltd.

Mar 31, 2025

The Board of Directors have pleasure in presenting the 31^st Annual Report on the affairs, business and
operations of RMC Switchgears Limited (“the Company”/ “your company”) together with the
Company’s Audited Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY

The Company’s financial performance for the financial year ended 31^st March 2025, is summarised
below:

(Amount in Lakhs)

	Standalone	Standalone	Consolidated	Consolidated
	for	for	for	for
	Financial	Financial	Financial	Financial
Particulars	year ended	year ended	year ended	year ended
	31st March,	31st March,	31st March,	31st March,
	2025	2024	2025	2024
Revenue From Operations	31,630.49	17,263.10	31816.03	17263.10
Other Income	167.65	82.97	126.44	82.97
Total Revenue	31798.13	17,346.07	31942.47	17346.07
Profit Before Depreciation, Finance Costs, Exceptional items and Tax Expenses	5441.69	3493.64	5448.99	3493.61
Less: Depreciation & Amortisation Expenses	311.21	282.54	311.21	282.54
Less: Finance Cost	871.98	864.19	871.98	864.19
Less: Exceptional Item	0.00	204.91	0	204.91
Profit Before Tax	4258.50	2,142.00	4265.80	2141.98
Less: Tax Expenses (Current & Deferred)	1117.71	653.25	1119.57	653.25
Profit After Tax	3140.79	1,488.74	3146.23	1488.72
Earnings per share (Nominal value per share ? 10/-) Basic & Diluted	30.25	14.44	30.30	14.44

Note 1: Previous year’s figures have been regrouped and rearranged wherever necessary

STATE OF COMPANY’S AFFAIRS AND PERFORMANCE

During the year under review, your Company recorded a Standalone Total Income of ?31,798.13 lakhs,
compared to ?17,346.07 lakhs in the previous year. The Standalone Net Profit (after tax) stood at
?3,140.79 lakhs, as against ?1,488.74 lakhs in the previous financial year. On a consolidated basis, the
Total Income stood at ?31,942.47 lakhs, and the Consolidated Net Profit (after tax) stood at ?3,146.23
lakhs.

The growth in standalone income and profitability reflects the Company’s continued focus on
delivering high-quality, technology-driven solutions and effective cost management. Our sustained
operational efficiency, customer-centric approach, and targeted sales efforts contributed to this
performance.

The management remains committed to building on this momentum by leveraging innovation,
expanding in key markets, and driving value for all stakeholders through sustainable and profitable
growth.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2024-25, with a view
to conserving resources and ploughing back the profits into the business for future expansion,
strengthening operations, and enhancing the overall growth of the Company.

TRANSFER TO RESERVES

No amount has been proposed by the Board of Directors to be transferred to any specific reserve for
the financial year 2024-25. The entire profit of ?3,140.79 lakhs for the financial year 2024-25 is
proposed to be retained in the Surplus in the Statement of Profit and Loss.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED IN BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THIS REPORT

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

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of the business of the Company. A
detailed analysis of the operational and financial performance of the Company is provided in the
Management Discussion and Analysis Report (“MDAR”), which forms part of this Report and is
annexed herewith as Annexure [4].

CAPITAL STRUCTURE

During the year under review, the Company has increased its Authorised Share Capital from
?11,00,00,000/- (Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity
Shares of ?10/- each to ?15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One
Crore Fifty Lakh) Equity Shares of ?10/- each.

During the year, your Company issued 2,18,500 Equity Shares of ?10 each on a preferential basis to
the Promoter, Promoter Group and identified persons at a price of ?687 per Equity Share, aggregating
to ?15,01,09,500 (Rupees Fifteen Crore One Lakh Nine Thousand and Five Hundred only).

During the financial year 2024-25, the Company allotted 25,000 equity shares of ?10 each
(aggregating to ?2,50,000 towards face value) at an issue price of ?50 per share, pursuant to the
exercise of stock options under the Employees Stock Purchase Scheme, 2023, by Mr. Manish Mantri,
Chief Operating Officer of the Company.

As a result, the Issued, Subscribed and paid-up share capital of the Company as on 31st March, 2025
stood at ?1,055.18 lakh, comprising 1,05,51,800 Equity Shares of ?10 each.

As on 31st March, 2025, none of the Directors or Key Managerial Personnel of the Company hold any
instruments convertible into equity shares of the Company. All the shares of the Promoters held in the
Company are in dematerialised form.

DEPOSITS

During the year under review, your Company has neither invited, accepted nor renewed any deposits,
and there is no amount which has been considered as a deemed deposit within the meaning of Sections
73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as
amended from time to time). Accordingly, no amount of principal or interest remained unpaid or
unclaimed at the end of the financial year ended 31st March, 2025.

The Company has, however, accepted borrowings from Directors, which are exempt from the
definition of deposits under the Companies Act, 2013. The particulars of such borrowings are disclosed
in the financial statements under Note No. 4 - Long Term Borrowings (Loan from Directors). Further,
the Company has not accepted any borrowings from relatives of Directors during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

Pursuant to the provisions of Section 186 of the Companies Act, 2013 read with the applicable rules
made thereunder, the details of loans given, guarantees provided, securities given, and investments
made by the Company during the financial year 2024-25 are provided herein:

• During the year under review, your Company has not provided any guarantees or security in
connection with any loan to any person or body corporate.

• However, the Company has granted advances amounting to ?264.69 lakh to its Subsidiary
Company, RMC Green Energy Private Limited, in compliance with the provisions of Section
186 of the Companies Act, 2013.

• The said loans/advances have been made for business purposes and are within the prescribed

limits, and the Company has ensured compliance with all applicable provisions of the Act and
the rules made thereunder.

• The particulars of advances given and investments made by the Company as on 31st March,
2025 are disclosed in Notes No. 11 & 12 of the Standalone Financial Statements for the
financial year ended 31st March, 2025, which form part of this Annual Report.

Accordingly, the Company has complied with the disclosure requirements under Section 134(3)(g)
and the provisions of Section 186 of the Companies Act, 2013 with respect to loans and guarantees
given, security provided in connection with a loan, and investments made by the Company.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on the date of this Report, the Company has the following Subsidiary Companies:

Name of the Subsidiary Company	Date of Incorporation (DOI)
Intelligent Hydel Solutions Private Limited	29th January, 2024
RMC Green Energy Private Limited	15th July, 2024
RMC Solar Park Private Limited	19th September, 2024
RMC Solar One Private Limited	26th March, 2025

As the subsidiary companies have been newly incorporated during the financial year under review,
there has been no change in the nature of their business since incorporation.

A statement containing the salient features of the financial statements of the subsidiary companies,
pursuant to the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the
Companies (Accounts) Rules, 2014, in Form AOC-1, is attached as Annexure 1 to this Report.

In compliance with Section 136 of the Companies Act, 2013, the Financial Statements of the
subsidiaries are available for inspection by the Members at the Registered Office of the Company
during business hours on all working days (excluding second Saturdays, Sundays, and public holidays)
up to the date of the Annual General Meeting. Members desirous of obtaining a copy of the financial
statements of the subsidiaries may write to the Company at its Official Email id- [email protected].

The Standalone Financial Statements, Consolidated Financial Statements, subsidiary Financial
Statements, and all other documents required to be attached to this Report are also available on the
website of the Company at: https://www.rmcindia.in.

The particulars of the financial performance of the said subsidiaries are provided as part of the
consolidated financial statement and hence not repeated herein for the sake of brevity

During the financial year under review, no entity has become or ceased to be a Subsidiary, of the
Company, apart from the incorporation of the above-mentioned subsidiaries.

The Company had no Associates and Joint Venture Companies within the meaning of section 2(6) of
the Companies Act, 2013 as on 31^st March, 2025.

CREDIT RATING

Subsequent to the closure of the financial year 2024-25, the Company obtained credit ratings from
Infomerics Valuation and Rating Private Limited, a SEBI-registered credit rating agency. The
ratings assigned were IVR BBB- / Stable for the long-term bank facilities and IVR A3 for the short¬
term bank facilities (including proposed facilities).

AMENDMENT IN MEMORANDUM OF ASSOCIATION

During the year under review, the Company has altered Clause V of its Memorandum of Association
to reflect the increase in the Authorized Share Capital of the Company from ?11,00,00,000/- (Rupees
Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of ?10/- each to
?15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity
Shares of ?10/- each, pursuant to the approval of the shareholders by way of a Special Resolution
passed through Postal Ballot, the results of which were declared on 19th January, 2025, based on the
Scrutinizer’s Report dated the same day, in reference to the Notice of Postal Ballot dated 19th
December, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Company’s Board is duly constituted, which is in compliance with the requirements of the
Companies Act, 2013 and provisions of the Articles of Association of the Company. All the Directors
of the Company have confirmed that they are not disqualified from being appointed as directors in
terms of Section 164(2) of the Act. Further, none of the directors has been debarred from holding office
as a director by virtue of any order of the SEBI or any other authority.

The Composition of the Board of Directors as on 31^st March, 2025 is as follows;

Sr. No.	Name	DIN	Designation
1	AKHILESH KUMAR JAIN	03466588	Director
2	ANKIT AGRAWAL	00793035	Whole-time director
3	ASHOK KUMAR AGARWAL	00793152	Managing Director
4	KRATI AGARWAL	08789232	Independent Director
5	KULDEEP KUMAR GUPTA	01591373	Independent Director
6	KULJIT SINGH POPLI	01976135	Independent Director
7	NEHA AGARWAL	07540311	Whole-time director
8	SHRIRAM VISHWASRAO MANE	09701613	Independent Director

RETIRE BY ROTATION AND RE-APPOINTMENT

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, the Articles of
Association of the Company, and Secretarial Standard-2 (SS-2) on General Meetings issued by the
Institute of Company Secretaries of India (ICSI), Mr. Akhilesh Kumar Jain (DIN: 03466588), Director,

is liable to retire by rotation at the ensuing 31st Annual General Meeting of the Company and, being
eligible, has offered himself for re-appointment. The Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee, has recommended his re-appointment to the
members of the Company.

The brief profile of Mr. Akhilesh Kumar Jain and other relevant details, as required under Regulation
36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard-2 issued by the ICSI, are provided in the Notice convening the 31st Annual
General Meeting, forming part of this Annual Report.

At the 30th Annual General Meeting of the Company held on 28.09.2024, the following Directors were
re-appointed for a further term pursuant to the applicable provisions of the Companies Act, 2013, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard-2
issued by the ICSI:

• Mr. Ashok Kumar Agrawal (DIN: 00793152) was re-appointed as Chairperson cum Managing
Director of the Company to hold office for a period of 5 years w.e.f. 1^st April, 2024 to 31^st
March, 2029.

• Mr. Ankit Agrawal (DIN: 00793035), who retired by rotation and being eligible, was
reappointed at the 30th AGM of the Company. He was further re-appointed as Whole-time
Director and Chief Executive Officer (CEO) of the Company to hold office for a period of 5
years w.e.f. 1^st April, 2024 to 31^st March, 2029.

• Mrs. Neha Agrawal (DIN: 07540311), Non-executive Director of the Company, was re¬
designated as Executive Director of the Company to hold office for a period of 5 years w.e.f.
1^st April, 2024 to 31^st March, 2029.

APPOINTMENT / CESSATION

Mr. Anil Jain (DIN: 07575312)_was appointed by the Board as an Additional Director (Non-Executive
Independent) with effect from 20th May, 2025, who shall hold office till the ensuing Annual General
Meeting. The Board of Directors have recommended the appointment of Mr. Anil Jain (DIN:
07575312)_at the ensuing Annual General Meeting for a period of 3 years w.e.f. 20^th May, 2025 to 19^th
May, 2028. Resolution for his appointment is being proposed at the 31^st Annual General Meeting.

Detailed profile of Mr. Anil Jain (DIN: 07575312) and other relevant details, as required under
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standard-2 issued by the ICSI, are provided in the Notice convening the 31st Annual
General Meeting, forming part of this Annual Report.

Your Board of Directors believes that Mr. Anil Jain has the requisite integrity, expertise, specialised
knowledge, experience, and proficiency, and his appointment on the Board will support in broadening
the overall expertise of the Board and will bring wide experience.

Further, Mr. Akhilesh Kumar Jain (DIN: 03466588) was appointed by the Board of Directors of the
Company as an Additional Director (Non-Executive, Non-Independent) at their meeting held on 15^th
July, 2024, under Section 161 of the Companies Act, 2013. The members of the Company, at the 30^th

Annual General Meeting held on 28.09.2024, on recommendation of the Board, approved his
appointment as a Non-Executive Non-Independent Director of the Company.

Mr. Kuljit Singh Popli was appointed by the Board as an Additional Director (Non-Executive
Independent) with effect from 15^th July, 2024, and his appointment was regularised by the shareholders
at the 30th Annual General Meeting held on 28^th September, 2024, for a term of five consecutive years
from 15^th July, 2024 to 14^th July, 2029. However, his tenure came to an untimely end on 18^th April,
2025 due to his sad demise.

The Board of Directors, at its meeting held on 15th July, 2025, on the recommendation of the
Nomination and Remuneration Committee at its meeting held on the same day, has approved the
proposal for the re-appointment of Mrs. Krati Agarwal (DIN: 08789232) and Mr. Kuldeep Kumar
Gupta (DIN:01591373) as Independent Directors of the Company, not liable to retire by rotation, who
are proposed to be re-appointed for their second term of five (5) consecutive years w.e.f. 17th July,
2025 to 16th July, 2030, in accordance with the provisions of Sections 149(10) and 149(11) of the
Companies Act, 2013, read with Schedule IV thereto and the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of the
shareholders at the ensuing 31st Annual General Meeting.

As on the date of this report, the following persons are designated as Key Managerial Personnel (KMP)
of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies
Act, 2013, read with the applicable rules made thereunder:

• Mr. Ashok Kumar Agarwal, Chairperson cum Managing Director

• Mr. Ankit Agrawal, Whole-time Director & Chief Executive Officer

• Mrs. Neha Agarwal, Whole-time Director & Chief Financial Officer

• Mrs. Shivani Bairathi, Company Secretary & Compliance Officer

Changes in Company Secretary & Compliance Officer during the Financial Year 2024-25 and
thereafter upto the date of this report:

Name	Designation	Date of Appointment	Date of Resignation
Ms. Shivi Kapoor	Company Secretary & Compliance Officer	14th August, 2023	29th May, 2024
Mr. Rahul Sharma	Company Secretary & Compliance Officer	2nd July, 2024	5th August, 2024
Mr. Anand Chaturvedi	Chief Financial Officer	1st April, 2024	16th April, 2025
Mr. Anand Chaturvedi	Compliance Officer	29th October, 2024	17th December, 2024
Mr. Pushpendra Singh	Company Secretary & Compliance Officer	17th December, 2024	28th March, 2025
Mrs. Shivani Bairathi	Compliance Officer	23rd June, 2025	—
Mrs. Shivani Bairathi	Company Secretary	4th July, 2025
Mrs. Neha Agrawal*	Chief Financial Officer	4th July, 2025	—

*Mrs. Neha Agrawal is an Executive Director of the Company and was entrusted with the additional
charge of Chief Financial Officer w.e.f. 04^th July, 2025

None of the KMP of the Company is holding office in any other Company as KMP, and none of the
Directors/ KMP of the Company are disqualified.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration of independence from all Independent Directors
of the Company, that he/she meets the criteria of Independence as envisaged in Section 149(6) of the
Companies Act, 2013 and rules made thereunder and Regulation 16(1) (b) of SEBI (LODR)
Regulations, 2015 and are not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the
Independent Director’s Databank maintained by the Indian Institute of Corporate Affairs. Furthermore,
the Company has also received statements from all the Independent Directors that they have complied
with the Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also a
statement on compliance with the Code of Conduct for Directors and Senior Management Personnel
formulated by the Company.

SEPARATE MEETING OF INDEPENDENT DIRECTORS OF THE COMPANY

The Independent Directors met once during the year under report, i.e., 17^th December, 2024, without
the presence of Non-Independent Directors or members of the management.

The Independent Directors, in their meeting, evaluated the performance of the Non-Independent
Directors, the Chairperson of the Company taking into account the views of executive directors and
non-executive directors and also of the Board as a Whole, against pre-defined and identified criteria
and expressed their satisfaction over the same. The Independent Directors further assessed the quality,
quantity and timeliness of the flow of information between the management and the Board of Directors.

ANNUAL PERFORMANCE EVALUATION

The performance evaluation was conducted through a structured process, by way of circulation of
separate questionnaires designed for the Board, its committees and individual Directors. The
evaluation framework covered, inter alia, the following parameters:

Criteria for Performance Evaluation of Directors

• For Individual Directors: Knowledge and expertise, level of participation, independence of
judgment, contribution to strategy and risk management, safeguarding stakeholders’ interests,
and effectiveness in discharging their duties.

• For Independent Directors (in addition to the above):

o Bringing objective and independent judgment in Board deliberations.
o Upholding ethical standards of integrity and probity.
o Safeguarding the interests of minority shareholders.

o Contributing to and monitoring the Company’s corporate governance practices.
o Devoting sufficient time and attention to their professional obligations as Independent
Directors.

• For the Chairperson (in addition to the above):

o Providing effective leadership to the Board and ensuring its overall effectiveness in
functioning.

o Promoting a culture of openness and constructive debate in the Board.
o Facilitating the effective contribution of all Directors.

o Ensuring that the Board decisions are aligned with the Company’s strategic goals.
o Maintaining a high level of engagement with stakeholders and upholding the highest
standards of corporate governance.

The outcome of the performance evaluation was discussed by the Board at its meeting. Based on the
evaluation exercise, the overall performance of the Board, its committees and individual Directors,
including the Chairperson, was found to be highly satisfactory, demonstrating effective functioning
and a strong commitment to the Company’s objectives

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the requirements of Schedule IV of the Companies Act, 2013, the Company has
put in place a Familiarisation Programme for Independent Directors to enable them to understand the
nature of the industry, the Company’s operations, business model, and their roles, rights,
responsibilities, and obligations in the Company.

The programme also aims to update the Independent Directors on a continuous basis about significant
developments in the Company, regulatory updates, and changes in the business environment so as to
enable them to make well-informed decisions and contribute effectively to the Company.

During the financial year 2024-25, presentations were made at the Board and Committee meetings
from time to time on various matters, inter alia, covering the Company’s operations, financial
performance, risk management framework, internal control systems, industry overview, and regulatory
updates. Site visits were also organised for the Directors to help them gain first-hand insight into the
Company''s operations and functioning.

The details of the Familiarisation Programme are also available on the Company’s website at:

https://www.rmcindia.in/headerlinks.php?content=709

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, your
Directors, to the best of their knowledge and belief, confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

2. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31st March, 2025 and of the profit and loss of the
Company for the year ended on that date;

3. The Directors had 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;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and

6. 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.

DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE YEAR

Meetings of the Board of Directors

The Board of Directors met at regular intervals during the financial year to discuss and deliberate on
business strategies, operational and financial performance, policy matters, and other key agenda items.

Notices and detailed agenda papers for each meeting, including explanatory notes, were circulated well
in advance to all Directors to enable them to make informed decisions. The Board also reviewed the
observations and recommendations of its Committees, which were placed before the Board for
consideration and approval.

During the financial year 2024-25, the Board met 13 (Thirteen) times on the following dates:

1^st April 2024, 25^th May 2024, 2^nd July 2024, 15^th July 2024, 7^th August 2024, 31^st August 2024, 16^th
September 2024, 21^st October 2024, 14^th November 2024, 6^th December 2024, 17^th December 2024,
12^th February 2025, and 24^th March 2025.

The gap between two consecutive Board Meetings did not exceed one hundred and twenty (120) days
as prescribed under the Companies Act, 2013. The necessary quorum was present at all the meetings.

The attendance of each Director at the Meetings of the Board of Directors held during the financial
year 2024-25 is as follows:

Serial No.	Name of Directors	Designation	Number of Board Meetings entitled to attend	No. of Board Meetings Attended	Attendance at the last AGM 28.09.2024
1	Mr. Ashok Kumar Agarwal (DIN:00739152)	Chairperson Cum Managing Director	13	13	yes
2	Mr. Ankit Agrawal (DIN: 00793035)	Whole-time Director & Chief Executive Officer	13	13	yes
3	Mrs. Neha Agarwal (DIN: 07540311)	Whole time director	13	13	yes
4	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	13	13	yes
5	Mrs. Krati Agarwal (DIN:08789232)	Independent Director	13	13	yes

6	Mr. Shriram Vishwasrao Mane (DIN: 09701613 )	Independent Director	13	13	yes
7	Mr. Akhilesh Kumar Jain (DIN:03466588)	Non-Executive Director	9	9	yes
8	Mr. Kuljit Singh Popli (DIN: 01976135)	Independent Director	9	9	yes

COMMITTEES OF THE BOARD

As on 31^st March, 2025, the Board has constituted four (4) Committees in accordance with the
provisions of the Companies Act, 2013 and the rules made thereunder. These Committees are
appropriately composed and play a vital role in ensuring focused attention on various areas, including
financial reporting, audit and internal controls, compliance matters, nomination and remuneration of
Directors and Senior Management, and corporate social responsibility.

Each Committee functions as per its respective charter or terms of reference, as approved by the Board.
The performance of the Committees is periodically evaluated by the Board. All observations,
recommendations, and decisions of the Committees are placed before the Board for its consideration
and approval.

The following Committees of the Board were in existence as on 31st March, 2025:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility (CSR) Committee

Audit Committee

The Board of Directors of your Company has duly constituted the Audit Committee in accordance
with the provisions of Section 177 of the Companies Act, 2013, read with the applicable rules made
thereunder.

As on 31st March, 2025, the Audit Committee comprises the following members:

• Mr. Kuldeep Kumar Gupta - Chairperson (Non-Executive Independent Director)

• Mr. Ashok Kumar Agarwal - Member (Chairperson Cum Managing Director)

• Mr. Shriram Vishwasrao Mane - Member (Non-Executive Independent Director)

During the year, there was no change in the composition of Audit Committee. The powers, role and
terms of reference of the Audit Committee are in accordance with Section 177 of the Companies Act,
2013 and are aligned with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, to the extent applicable.

Terms of Reference of Audit Committee:

The Committee is entrusted with reviewing financial reporting processes, audit reports, internal control
systems, risk management frameworks, and compliance with statutory and legal requirements. The
Committee functions in accordance with the provisions of Section 177 of the Companies Act, 2013
and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year 2024-25, 5 (Five) Audit Committee Meetings were held on the following
dates:

• 25th May 2024

• 7th August 2024

• 31st August 2024

• 14th November 2024

• 24th March 2025

The Board of Directors has accepted all the recommendations made by the Audit Committee during
the year.

The attendance of each Member at the Audit Committee Meetings held during the financial year 2024¬
25 is as follows:

Serial No.			No. of	No. of
	Name of Members	Designation	Meetings Entitled to Attend	Meetings Attended
1	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Chairperson	5	5
2	Mr. Ashok Kumar Agarwal (DIN:00739152)	Member	5	5
3	Mr. Shriram Vishwasrao Mane (DIN: 09701613)	Member	5	5

Nomination and Remuneration Committee

The Board of Directors of your Company has duly constituted the Nomination and Remuneration
Committee in accordance with the provisions of Section 178 of the Companies Act, 2013, read with
the applicable rules made thereunder.

As on 31st March, 2025, the Nomination and Remuneration Committee comprises the following
members:

• Mr. Kuldeep Kumar Gupta - Chairperson (Non-Executive Independent Director)

• Mr. Shriram Vishwasrao Mane - Member (Non-Executive Independent Director)

• Mrs. Krati Agarwal - Member (Non-Executive Independent Director)

During the year, there was no change in the composition of the Audit Committee. The powers, role
and terms of reference of the Nomination and Remuneration Committee are in accordance with Section
178 of the Companies Act, 2013 and are aligned with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to the extent applicable. The Committee is entrusted with
formulating criteria for appointment and remuneration of Directors, Key Managerial Personnel and

Senior Management, performance evaluation of Directors, Board diversity, and other related matters,
as may be referred by the Board of Directors.

During the financial year 2024-25, 8 (Eight) meetings of the Nomination and Remuneration
Committee were held on the following dates:

• 1st April 2024

• 2nd July 2024

• 15th July 2024

• 31st August 2024

• 29th October 2024

• 17th December 2024

• 10th January 2025

• 17th January 2025

The Board of Directors has accepted all the recommendations made by the Nomination and
Remuneration Committee during the year.

Attendance of Members at the Nomination and Remuneration Committee Meetings (FY 2024¬
25):

Serial No.	Name of Members	Designation	No. of Meetings Entitled to Attend	No. of Meetings Attended
1	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Chairperson	8	8
2	Mrs. Krati Agarwal (DIN: 08789232)	Member	8	8
3	Mr. Shriram Vishwasrao Mane (DIN: 09701613)	Member	8	8

Stakeholders Relationship Committee

The Board of Directors of your Company has duly constituted the Stakeholders’ Relationship
Committee in accordance with the provisions of Section 178(5) of the Companies Act, 2013, read with
the applicable rules made thereunder.

As on 31st March, 2025, the Stakeholders’ Relationship Committee comprises the following members:

• Mr. Kuldeep Kumar Gupta - Chairperson (Non-Executive Independent Director)

• Mr. Shriram Vishwasrao Mane - Member (Non-Executive Independent Director)

• Mrs. Krati Agarwal - Member (Non-Executive Independent Director)

During the year, there was no change in the composition of Audit Committee. The powers, role and
terms of reference of the Stakeholders’ Relationship Committee are aligned with Section 178 of the
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and the Charter of the Committee. The Committee, inter alia, is entrusted with:

• Reviewing and resolving shareholders’/investors’ grievances, including complaints related to
transfer/transmission of shares, non-receipt of Annual Reports, dividends, etc.

• Considering and approving requests relating to issuance of duplicate share certificates.

• Monitoring the investor grievance redressal mechanism and status of investor complaints.

• Performing such other functions as may be specifically delegated by the Board from time to
time.

During the financial year 2024-25, 1 (One) meeting of the Stakeholders’ Relationship Committee was
held on:

• 31st August, 2024

The Committee also reviewed the existing procedures to ensure effective and prompt resolution of
shareholder concerns. There were no investor grievance complaints pending as on 31st March, 2025.
The Committee also reviewed the existing procedures to ensure effective and prompt resolution of
shareholder concerns.

Particulars	No. of Complaints
Pending at the beginning of the year	0
Received during the year	0
Resolved during the year	0
Pending at the end of the year	0

Attendance of Members at the Stakeholders’ Relationship Committee Meetings (FY 2024-25):

Serial No.	Name of Members	Designation	No. of Meetings Entitled to Attend	No. of Meetings Attended
1	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Chairperson	1	1
2	Mrs. Krati Agarwal (DIN: 08789232)	Member	1	1
3	Mr. Shriram Vishwasrao Mane (DIN: 09701613)	Member	1	1

CSR Committee

The Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR)
Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014.

As on 31st March, 2025, the CSR Committee comprises the following members:

• Mr. Kuldeep Kumar Gupta - Chairperson (Non-Executive Independent Director)

• Mrs. Neha Agarwal - Member (Executive Director)

• Mr. Ashok Kumar Agarwal -Member (Chairperson Cum Managing Director

During the year, there was no change in the composition of Audit Committee. The Committee is inter-
alia, entrusted with the following responsibilities:

• Formulating and recommending to the Board a CSR Policy indicating the activities to be
undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

• Formulation and recommending to the Board, an Annual Action Plan in pursuance of its CSR
Policy.

• Recommending the amount of expenditure to be incurred on CSR activities.

• Monitoring the CSR Policy of the Company from time to time.

• Instituting a transparent monitoring mechanism for the implementation of the CSR projects,
programs, or activities.

During the financial year 2024-25, 1 (One) meeting of the CSR Committee was held on:

• 25^th May, 2024

Attendance of Members at CSR Committee Meeting during FY 2024-25:

Serial No.	Name of Members	Designation	No. of Meetings Entitled to Attend	No. of Meetings Attended
1.	Mr. Shriram Vishwasrao Mane (DIN: 09701613)	Chairperson	1	1
2.	Mrs. Neha Agarwal (DIN:07540311)	Member	1	1
3.	Mr. Akhilesh Kumar Jain (DIN:03466588)	Member	1	1

NO DEFAULT

The Company has not defaulted in payment of interest and repayment of any loan to any of the financial
institutions and/ or banks during the period under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has adopted a policy on Related Party Transactions (RPTs) to ensure that all transactions
with related parties are conducted in the ordinary course of business and at arm’s length. The policy is
designed to ensure transparency and fairness in the Company’s dealings with its related parties. The
policy is also available on the website of the company and can be accessed at
https://www.rmcindia.in/headerlinks.php?content=709

In accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the Company’s RPT Policy, all related party
transactions are first approved by the Audit Committee and thereafter placed before the Board for their
consideration and approval.

During the year, all contracts/arrangements/transactions entered into by the Company with related
parties were in the ordinary course of business and on an arm’s length basis. There were no materially
significant related party transactions that may have a potential conflict with the interest of the Company
at large. Prior omnibus approval was obtained for repetitive transactions of a similar nature entered in
the ordinary course of business during the financial year under review.

A statement of all related party transactions was periodically presented to the Audit Committee
meeting for its review.

Details of contracts/arrangements/ transactions with related party which are required to be reported in
Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 are provided in Annexure 2 to this Report. The details of the
related party transactions are disclosed in Note No. 27 to the Standalone Financial Statements of the
Company for the financial year ended 31st March, 2025.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

M/s. Rakesh Ashok & Co., Chartered Accountants (Firm Registration No. 011273C), were appointed
as Statutory Auditors of the Company by the members at the 28th Annual General Meeting of the
Company held on 30.09.2022 for a period of five years, to hold office from the conclusion of the said
Annual General Meeting held in the year 2022 till the conclusion of the 33rd Annual General
Meeting of the Company to be held in the calendar year 2027.

The Statutory Auditors have submitted their Report on the Financial Statements of the Company for
the financial year ended 31st March, 2025. The said Report does not contain any qualifications,
reservations or adverse remarks. The information referred to in the Auditors’ Report is self-explanatory
and does not call for any further comments.

Other Disclosures

• The Statutory Auditors have confirmed that they have subj ected themselves to the Peer Review
process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate
issued by the Peer Review Board of ICAI.

• As required under Section 139 of the Companies Act, 2013, the Company has received a
written certificate from the Statutory Auditors confirming their eligibility for appointment and
that they are not disqualified to continue with their appointment under Section 141 of the
Companies Act, 2013, and the rules made thereunder.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder,
the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. B. K.
Sharma & Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the
Financial Year 2024-25. The Secretarial Audit Report for the said financial year is annexed herewith
as ‘Annexure-3’ and forms an integral part of this Report. It is hereby confirmed that the Secretarial
Audit Report does not contain any qualification, reservation, or adverse remark for the year under
review.

Further, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Board of Directors, on the recommendation of the Audit Committee, at their meeting
held on 04.07.2025, recommended the appointment of M/s V.M. & Associates, Company Secretaries
(Firm Registration No. P1984RJ039200) as the Secretarial Auditors of the Company for a term of five
consecutive years, commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject
to the approval of the shareholders at the ensuing Annual General Meeting.

The Board has received the consent and eligibility confirmation from M/s V.M. & Associates for the
said appointment, confirming that they are not disqualified to act as Secretarial Auditors under the
provisions of the Companies Act, 2013.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost
Records and Audit) Rules, 2014, and as amended from time to time, the Board of Directors, on the
recommendation of the Audit Committee at its meeting held on 20th May, 2025, approved the
appointment of M/s Deepak Mittal & Company as the Cost Auditors of the Company for the Financial
Year 2025-26.

For the previous Financial Year 2024-25, the Company had appointed M/s Deepak Mittal & Company
as the Cost Auditors and ensured compliance with all applicable provisions under Section 148 of the
Companies Act, 2013. The Cost Audit report for the year under review was placed before the Board,
and there were no audit qualifications in the report.

The Company has, in compliance with the provisions of Section 148(1) of the Companies Act, 2013,
maintained cost records as specified by the Central Government. The Cost Auditors are entrusted with
the responsibility of verifying the accuracy of such records and submitting the audit report to the Board
within the prescribed timelines.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made there under,
Mr. Rakesh Kumawat, Chartered Accountant was appointed as the Internal Auditor of the Company
for the financial year 2024-25. The Internal Auditor has placed the Internal Audit Report for every
quarter and the same was discussed with the Board.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors, Cost Auditors, and internal
auditors did not report any instances of fraud to the Audit Committee/Board of Directors under Section
143(12) of the Companies Act, 2013.

BOARD POLICIES

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a 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 and also report instances of leak of unpublished
price sensitive information. The policy provides for adequate safeguards against victimization of
Employees who avail of the mechanism and also provides for direct access to the Chairperson of the

Audit Committee. Your Company hereby affirms that no Director/Employees has been denied access
to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at the web link
https://www.rmcindia.in/headerlinks.php?content=709

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration policy duly adopted and approved by the
Board. The Nomination and Remuneration Policy of the Company includes the terms and conditions
for appointment and payment of remuneration to the Directors and KMP and other Senior Management
Personnel including criteria for determining qualifications, positive attributes, and independence of a
director as per Section 178 and Schedule IV of the Act. There have been no changes in the said policy
during the year. The said policy may be accessed on the website of the Company at the web link
https://www.rmcindia.in/headerlinks.php?content=709

Risk Management Policy

The Company has developed and implemented the Risk Management Policy and the Audit Committee
of the Board reviews the same periodically. The Risk Management policy may be accessed on the
website of the Company viz. https://www.rmcindia.in/headerlinks.php?content=709

Other Codes and Policies may be accessed on the website of the Company viz.,
http://www.rmcindia.in.

SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute
of Company Secretaries of India, relating to meetings of the Board of Directors and General Meetings
respectively, have been duly complied with.

ANNUAL RETURN

A copy of the Annual Return of the Company has been placed on the website of the Company at the
web link http://www.rmcindia.in.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all Employees in the course of day-to-day business operations of the Company. The
Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/ behaviors
of any form and the Board has laid down the directives to counter such acts. The Code has been
uploaded on the Company’s web link - https://www.rmcindia.in/headerlinks.php?content=709

The Code lays down the standard procedure of business conduct which is expected to be followed by
the Directors and the Designated Employees in their business dealings and in particular on matters
relating to integrity in the workplace, in business practices and in dealing with stakeholder.

All the Board Members and the Senior Management Personnel have confirmed compliance with the
Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and
procedures for fair disclosure of unpublished price-sensitive information to preserve the confidentiality
of price-sensitive information, to prevent misuse thereof and regulate trading by designated persons.
The code of practices and procedures for fair disclosure of unpublished price-sensitive information is
also available on the Company’s website, i.e.

https://www.rmcindia.in/headerlinks.php?content=709

The Compliance Officer is responsible for implementing the Code. All the Directors and the
Designated Employees have confirmed compliance with the Code.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited - SME Platform, and the Annual listing fee for
the year 2025-26 has been duly paid.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for
ensuring that the Company has implemented a robust system and framework of internal financial
controls. The Company has laid down an adequate system of internal controls, policies and procedures
for ensuring orderly and efficient Policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures. The internal financial controls are adequate and operating effectively. The
effectiveness of internal financial controls is ensured through management reviews, controlled self¬
assessment and independent testing by the Internal Audit Team.

The members of the Audit Committee of your Company are well-versed with the financial
management. Such an adequate internal control system helps in the identification of potential operation
processes.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Reporting as required under Regulation 34(2) (f) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our
Company for the financial year 2025-26.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or courts that would impact the
going concern status of the Company and its future operations.

CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, certain provisions relating to Corporate Governance are not applicable to the following class of
companies:

• A listed entity having paid-up equity share capital not exceeding ?10 Crore and Net Worth not
exceeding ?25 Crore, as on the last day of the previous financial year.

• A listed entity that has listed its specified securities on the SME Exchange.

For the purpose of these Regulations, the term “SME Exchange” refers to the recognised segment of a
stock exchange in India, which provides a platform for Small and Medium Enterprises to raise capital,
as defined under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the
rules framed thereunder.

Since the Company is listed on the SME Platform of BSE Limited, compliance with the provisions of
Corporate Governance shall not apply to the Company, and it does not form part of the Annual Report
for the financial year 2024-25.

In line with same, the Company files the Corporate Governance-Non-Applicability Certificate to BSE
on a quarterly basis as per Regulation 27(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required under regulation 34 (2) (f) read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
presented in a separate section forming part of this Annual Report as ‘Annexure-4’.

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

The relevant information on the conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of Companies (Accounts) Rules, 2014 are given in ‘Annexure - 5’ forming part of this Annual
Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are annexed to this Report as ‘Annexure-6’.

The statement containing names of the top ten employees in terms of remuneration drawn and their
other details, as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report
as ‘Annexure-7’.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under the
Act, including paid maternity leave, continuity of salary and service during the leave period, and post¬
maternity support such as nursing breaks and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that upholds
the rights and welfare of its women employees in accordance with applicable laws.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

The Company has a zero-tolerance policy towards sexual harassment at the workplace and has adopted
a Policy on “Prevention of Sexual Harassment of Women at Workplace”, covering all aspects as
contained under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Company has also set up an Internal Complaints Committee (ICC) to redress complaints received
regarding sexual harassment. The following is a summary of sexual harassment complaints received
and disposed off during the year::

Particulars	Number of Cases
Complaints of sexual harassment received during the year	0
Complaints disposed of during the year	0
Complaints pending as on 31st March, 2025	0
Complaints pending more than 90 days	0

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to conducting its business in a socially responsible manner, aligning with
the principles of sustainability and ethical governance. In accordance with the provisions of the
Companies Act, 2013, the Company has developed a CSR policy which sets out the objective, areas,
activities and the manner in which the expenditure on CSR obligation would be carried out by the
Company. The policy underscores the Company’s commitment to contribute positively to society and
the environment and the same is available on the website of the Company at https://www.rmcindia.in/.

In compliance with Section 135(1) of the Companies Act, 2013, the Board of Directors have
constituted a CSR Committee which recommends and monitors the CSR activities undertaken by the
Company.

As mandated under Section 135 (5), the company has, during the financial year 2024-25, spent two
per cent of the average net profits of the company made during the three immediately preceding
financial years. A breakup of expenditure carried out and other details related to CSR activities have
been disclosed in the Annual Report on Corporate Social Responsibility annexed with the Board’s
Report as “Annexure 10”.

DISCLOSURE WITH RESPECT TO THE DEMAT SUSPENSE ACCOUNT/UNCLAIMED
SUSPENSE ACCOUNT

The Company does not have any of its securities lying in a demat/unclaimed suspense account arising
out of public/ bonus/ right issues as at 31st March 2025. Hence, the particulars relating to the aggregate
number of shareholders and the outstanding securities in suspense account and other related matters
are not applicable.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), any dividend which remains unclaimed for a period of seven years from the date of
transfer to the Unpaid Dividend Account of the Company, shall be transferred to the Investor Education
and Protection Fund (IEPF).

The Company had declared and paid an interim dividend of ?0.20 (20 paise) per equity share during
the financial year 2023-24. Accordingly, any portion of the said dividend which remains unpaid or
unclaimed as on the expiry of seven years from the date of transfer to the Unpaid Dividend Account
shall be required to be transferred to the IEPF in the year 2030.

During the financial year 2024-25, no amounts were required to be transferred to the IEPF by the
Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY & BANKRUPTCY CODE, 2016

There were no application made nor any proceedings initiated/ pending against the Company under
the Insolvency & Bankruptcy Code, 2016 which materially impact the business of the Company.

PARTICULARS OF EMPLOYEE BENEFIT SCHEMES

The Company grants share-based benefits to eligible employees with a view to attracting and retaining
the best talent, encouraging employees to align individual performances with the Company objectives,
and promoting their increased participation in the growth of the Company.

A. RMC SWITCHGEARS LIMITED EMPLOYEES STOCK PURCHASE SCHEME-2023

The shareholders of Company have granted their approval in Annual General Meeting held on 30^th
September, 2023 to introduce and implement Employee Stock Purchase Scheme-2023 (“ESPS-2023”)
to create, grant, offer issue and allot at any time in one or more tranches not exceeding 2,00,000 (Two
Lakh) equity shares to or for the benefit of Employees and Directors of the Company and to such
persons as may, from time to time, be allowed to be eligible for the benefits of the Scheme exercisable
into not more than 2,00,000 (Two Lakhs) equity shares in accordance with the provisions of section
62(1)(b) of the Companies Act, 2013 read with Rule 12 of The Companies (Share Capital and
Debenture) Rules, 2014 and Regulation 6 of the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

The ESPS-2023 aims to enhance the employee engagement, to reward the employees for their
association and performance as well as to motivate them to contribute to the growth and profitability
of the Company. The details pursuant to provisions of Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 and Regulation 14 read with Part F of Schedule I of the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in
respect of ESPS-2023 of the Company is annexed to this Report as Annexure 8.

The ESPS 2023 is available on the Company’s website at
https://www.rmcindia.in/headerlinks.php?content=709

B. RMC SWITCHGEARS LIMITED EMPLOYEE STOCK OPTION SCHEME-2024

The shareholders of Company have granted their approval in Annual General Meeting held on 28^th
September, 2024 to introduce and implement Employee Stock Option Scheme-2024 (“ESOS-2024”)
to create, grant, offer, issue and allot at any time in one or more tranches stock options not exceeding
2,00,000 (Two Lakh) to or for the benefit of Employees and Directors of the Company and to such
persons as may, from time to time, be allowed to be eligible for the benefits of the Scheme exercisable
into not more than 2,00,000 (Two Lakhs) Equity Shares in accordance with the provisions of section
62(1)(b) of the Companies Act, 2013 read with Rule 12 of The Companies (Share Capital and
Debenture) Rules, 2014 and Regulation 6 of the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

The ESOS-2024 aims to enhance the Employee engagement, to reward the Employees for their
association and performance as well as to motivate them to contribute to the growth and profitability
of the Company.

The details pursuant to provisions of Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 and Regulation 14 read with Part F of Schedule I of the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect of the ESOS-
2024 of the Company is annexed to this Report as Annexure 9.

The ESOS 2024 is available on the Company’s website at
https://www.rmcindia.in/headerlinks.php?content=709

APPROVAL FOR MIGRATION OF LISTING/TRADING OF EQUITY SHARES OF THE
COMPANY FROM SME PLATFORM OF BSE LIMITED TO MAIN BOARD OF BSE
LIMITED AND DIRECT LISTING/TRADING OF EQUITY SHARES OF THE COMPANY
ON MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED.

During the period under review the shareholders of the company passed a special resolution on
19.01.2025 through postal ballot approving the migration of the Company’s present listing from SME
Platform of BSE Limited to Main Board of BSE Limited and the Direct Listing/Trading of Equity
Shares of the Company on Main Board of National Stock Exchange Of India Limited pursuant to the
provisions laid down in Chapter IX & Regulation 277 of the Securities and Exchange Board of
India(Issue of Capital and Disclosure Requirements) Regulations 2018. This migration is in line with
the Company’s strategic objective to enhance market visibility, liquidity of shares, and acces s to a
broader investor base.

The Board also acknowledged that all necessary formalities, including filings with the stock exchange
and regulatory authorities, will be completed in accordance with applicable laws and regulations. The
management is authorised to take all actions required for the effective implementation of this
migration.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL
ALLOTMENT UNDER REGULATION 32(7A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015.

During the year under review, the shareholders of the Company, at the Extra-Ordinary General
Meeting held on 05^th September, 2024, approved by way of Special Resolution the issue and allotment
of 2,18,500 (Two Lakhs Eighteen Thousand and Five Hundred) equity shares having face value of Rs.
10 (Rupees Ten only) each at an issue price of Rs. 687 (Rupees Six Hundred and Eighty-Seven) per
share (including premium of Rs. 677 per share), aggregating to Rs. 15,01,09,500 (Rupees Fifteen Crore
and One Lakh and Nine Thousand Five Hundred Only) on a preferential basis to certain Promoters,
Promoter Group entities and identified non-promoter investors, in accordance with the provisions of
the Companies Act, 2013, SEBI (ICDR) Regulations, 2018 and other applicable laws.

The allotment was completed in compliance with applicable provisions and the said equity shares rank
pari-passu in all respects, including dividend and voting rights, with the existing equity shares of the
Company. The equity shares issued under the preferential allotment are subject to lock-in as prescribed
under Chapter V of the SEBI (ICDR) Regulations, 2018 and are listed on BSE Limited.

The funds raised through preferential allotment have been utilised for the purposes and objects as stated
in the explanatory statement to the Notice of the Extra-Ordinary General Meeting of the Company held
on 05^th September, 2024, with no deviation or variation in the objects of purposes for which the funds
have been raised.”

OTHER DISCLOSURES AND REPORTING

Other disclosures with respect to Board’s Report as required under the Companies Act, 2013, and the
Rules notified thereunder, and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are either NIL or NOT APPLICABLE

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and cooperation
received from suppliers, investors, banks, all regulatory and government authorities, and all other
business associates. The Board places on record its sincere appreciation towards the Company’s valued
customers for the support and confidence reposed by them in the organisation and looks forward to the
continuance of this supportive relationship in the future.

Your Directors also proudly acknowledge the contribution and hard work of the employees of the
Company at all levels, who, through their competence, dedication, and commitment, have enabled the
Company to achieve consistent growth.

By Order of the Board of Directors
For RMC Switchgears Limited

Sd/

Ashok Kumar Agarwal

Chairman and Managing Director

DIN: 00793152
Place: Jaipur
Date: 30.08.2025

---

Mar 31, 2024

Your Board of Directors (''Board'') are pleased to present the 30^th (Thirtieth) Annual Report on the affairs, business and operations of your Company together with the Audited Financial Statements for the Financial year ended 31^st March, 2024.

Financial Results

The summarised Financial Performance of your Company for the financial year ended 31^st March, 2024 is summarised as follows:

? in I nrc

Particulars	Financial year ended 31st March, 2024	Financial year ended 31st March, 2023
Revenue From Operations	17,263.10	12,527.17
Other Income	82.97	46.23
Total Revenue	17,346.07	12,573.41
Profit Before Depreciation, Finance Costs, Exceptional items and Tax Expenses	3493.64	2,671.09
Less: Depreciation &Amortisation Expenses	282.54	280.12
Less: Finance Cost	864.19	695.63
Less: Execptional Item	204.91	0.00
Profit Before Tax	2,142.00	1,695.34
Less: Tax Expenses (Current & Deferred)	653.25	521.27
Profit After Tax	1,488.74	1,174.07
Earnings per share (Nominal value per share '' 10/-)	14.44	12.20
Basic & Diluted

Note 1 - Previous year''s figures have been regrouped and rearranged wherever necessary.

Note No 2 - The Company has incorporated a subsidiary Company on 29.01.2024. No business operations have commenced till 31^st March 2024 hence the Consolidated figures are not given in the financial performance.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The Company''s revenue from operations for FY 2023-24 was '' 17,346.07 lakh compared to '' 12,573.41 lakh in the previous year, an increase of 1.38 times over the previous year. The Company''s Profit before tax was '' 2,142.00 lakh during the year compared to '' 1,695.34 lakh in the previous year. The Company earned a net profit after tax of '' 1,488.74 lakh as against a net profit after tax of '' 1,174.07 lakh in the previous year.

DIVIDEND

Interim Dividend Declared during the F.Y. 2023-24 @2% (i.e. '' 0.20 per share) and paid within prescribed time to shareholders.

TRANSFER TO RESERVES & SURPLUS

As permitted under the provisions of the Companies Act, 2013, no amount has been proposed to be carried to any Reserves. The entire amount of '' 1,488.74 lakh is proposed to be retained in the Surplus.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

The Company obtained credit rating from informercis Valuation and Rating Private Limited, a Credit Rating Agency, on 13^th August 2024 for long-term bank facilities as IVR BBB-/Stable and short-term bank facilities as IVR A3.

The Board proposed to issue 218500 equity shares on preferential allotment basis at '' 687/- per share subject to approval from shareholders in ensuing Extra Ordinary General Meeting scheduled on 05.09.2024.

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

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of the business for the Company

CHANGE IN CAPITAL STRUCTURE

During the year, your Company issued Bonus Shares 34,36,100 Equity Shares of ''10/- each as a result of which, the paid-up share capital of the Company as on 31^st March, 2024 stood increased to ''1030.83 lakh comprising of 1,03,08,300 Equity Shares of ''10 each.

Further, during the financial year 2023-24, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March,

2024 None of the Directors or Key Managerial Personnel of the Company holds instruments convertible into equity shares of the Company. All the Shares of the Promoters which are held in the Company are in dematerialised form.

DEPOSITS

During the year under review, your Company has not accepted any deposits or there is no amount which has been considered as deemed deposit within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

During the year under review, the company has Loan from Directors at the beginning of the year '' 506.88 Lacs., Loan received during the year '' 1460.09 Lacs and repaid '' 1598.28 Lakh. The closing balance was '' 368.69 Lacs.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENT

Particulars of Loans, Guarantees and Investments as on the financial year ended 31^st March, 2024 as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the respective notes to Financial Statements provided in the Annual Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has one Subsidiary Company namely M/s Intelligent Hydel Solutions Private Limited. There has been no material change in the nature of the business of the subsidiary.

A separate statement containing the salient features of financial statements of the Subsidiary of the Company pursuant to Section 129 and other applicable provisions, if any, of the Companies Act, 2013 is not annexed being the subsidiary company was incorporated in January 2024 and having no operation till 31^st March 2024.

The Financial Statements of the Subsidiary Company and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except public holidays up to the date of the Annual General Meeting (''AGM'') as required under Section 136 of the Companies Act, 2013. Any members desirous of obtaining a copy of the said Financial Statements may write to the company at its Registered Office. The Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiary and all other documents required to be attached to this report have uploaded on the website of the Company i.e https://www.rmcindia.in/ during the reporting period, no other company has become or ceased to be a subsidiary/joint venture or associate Company.

CREDIT RATING

During the period under review, the Company has obtained credit ratings from CRISK Rating Limited, a Credit rating agency, for long-term bank facilities as as IVR BB /Stable and for short-term bank facilities as IVR A4.

MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year, the Company has not altered its Articles of Association and Memorandum of Association.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Company''s Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred to as "Listing Regulations”] and provisions of the Articles of Association of the Company.

Retirement by rotation and subsequent re- appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Ankit Agrawal (DIN: 00793035), is liable to retire by rotation at the 30^th Annual General Meeting and being eligible offers himself for re- appointment.

The brief resume and other details as required under Regulation 36(3) of the SEBI (LODR) 2015, of the Directors seeking re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms a part of the Annual Report.

Appointment / Cessation

Mr. Kuljit Singh Popli, was appointed by the Board as an Additional Director (Non-Executive Independent) and Mr. Akhilesh Kumar Jain as an Additional Director on the Board of the Company w.e.f. 15^th July, 2024 and to be regularized by the Shareholders at the 30^th Annual General Meeting held on 28^th September, 2024. Mr. Popli shall hold office for a term of 5 consecutive years from 15^th July, 2024 to 14^th July, 2029.

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as "KMP”) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Rules framed there under:-

Mr. Ashok Kumar Agarwal, Chairman cum Managing Director; Mr. Ankit Agrawal, Whole-time Director & Chief Executive Officer;

Mrs. Neha Agarwal, Executive Director; and

Mr. Anand Chaturvedi, CFO

During the year, there has been change in the Key Managerial Personnel of the Company. However, during the Financial Year 2023-24, Mrs. Preeti Khatore has resigned from the post of Company Secretary & Compliance Officer w.e.f. 28^th July, 2023 and Ms. Shivi Kapoor has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 14^th August, 2023. Details pertaining to their remuneration have been provided in the copy of the Annual Return available on the website of the Company under the weblink: https://www. rmcindia.in. None of the KMP of the Company is holding office in any other Company as KMP and none of the Directors/ KMP of the Company are disqualified.

The changes in KMPs, after closing of the Financial Year 202324 and till the date of this Report, are as under:

1. Mr. Ashok Kumar Agarwal has been re-appointed as Chairman & Managing Director of the Company for a period of 5 years, w.e.f. 1^st April, 2024 to 31^st March, 2029. The resolution for re-appointment is being placed in this AGM for approval of Shareholders.

2. Mr. Ankit Agrawal has been re-appointed as Whole-time Director and CEO of the Company for a period of 5 years, w.e.f. 1^st April, 2024 to 31^st March, 2029. The resolution for re-appointment is being placed in this AGM for approval of Shareholders.

3. Mrs. Neha Agarwal has been re-appointed as Executive Director of the Company for a period of 5 years, w.e.f. 1^st April, 2024 to 31^st March, 2029. The resolution for reappointment is being placed in this AGM for approval of Shareholders.

4. Mr. Anand Chaturvedi has been appointed as CFO of the Company, w.e.f. 1^st April, 2024.

5. Ms. Shivi Kapoor has resigned from the post of Company Secretary and Compliance Officer on 29^th May, 2024

Statement of Declaration given by Independent Directors

The Company has received the necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and are not disqualified from continuing as Independent Directors. The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs. Furthermore, the Company has also received statements from all the Independent Directors that they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the act

and also a statement on compliance with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company.

Separate Meeting of Independent Directors of the Company

The Independent Directors met once during the year under report, i.e., 23^rd December, 2023, without the presence of NonIndependent Directors or members of the management.

The Independent Directors evaluated the performance of the Non-Independent Directors, wherein the evaluation of the performance of the Non-Independent Directors, including the Chairman and also of the Board as a Whole was made, against pre-defined and identified criteria.

BOARD EVALUATION

The evaluation process focused on various aspects of the Board and its Committees such as composition and structure, functioning, the effectiveness of Board processes, information and functioning, etc.

The evaluation of all the Directors and the Board as a whole was conducted by the Board and found to be satisfactory. The flow of information between the Company management and the Board is adequate, qualitative and timely. As required under the provisions of the Act, a meeting of all Independent Directors was convened and held during the year. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting including the performance of the Board, its Committees and individual directors.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Schedule IV of the Companies Act, 2013, the Directors of the Company are familiar with their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company etc. and updated on changes and developments in the Domestic and Global Corporate and Industry Scenario including those pertaining to statutes, legislations, and economic environment and on matters affecting the Company, to enable them to take well informed & timely decisions. Details of such familiarisation programs are posted on the website of the Company at the https://rmcindia.in/investors/ policies-code-form/familiarization- programme-for-non-executive-directors-pdf/

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) & 134(5) of the Act, your Board of Directors to the best of their knowledge and ability hereby confirm that:

a. In the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls for the Company and these internal financial controls were adequate and operating effectively;

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

DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE YEAR

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. The Meetings of the Board of Directors were held at the Corporate Office of the Company situated at B-11 (B&C) Malviya Industrial Area, Jaipur- 302017 Rajasthan. The notices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board and Committee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to make informed decisions. All observations, recommendations and decisions of the Committees were placed before the Board for consideration and approval.

During the financial year 2023-24, 9 (Nine) Meetings were convened and held on 04^th May 2023; 14^th August 2023;02^nd September, 2023; 03^rd October;17^th October, 2023; 06^th November, 2023; 23^rd December 2023; 24^th January 2024; 16^th February 2024 The gap between two consecutive Board Meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the Listing Regulations. The necessary quorum was present at all the meetings.

The attendance of each Director at the Meetings of the Board of Directors held during the financial year 2023-24 is as follows:

Serial No.	Name of Directors	Designation Attended	No.of Board Meetings	Attendance at the last AGM
1.	Mr. Ashok Kumar Agarwal (DIN:00793152)	Chairman Cum Managing Director	8	Yes
2.	Mr. Ankit Agrawal (DIN: 00793035)	Whole-time Director & Chief Financial Officer	9	Yes
3.	Mrs. Neha Agarwal (DIN: 07540311)	Executive Director	9	Yes
4.	Mr. Kuldeep Kumar Gupta (DIN:01591373)	Independent Director	8	Yes
5.	Mrs. Krati Agarwal (DIN:08789232)	Independent Director	5	Yes
6.	Mr. Mane Shriram Vishwasrao (DIN:09701613 )	Independent Director	4	Yes

COMMITTEES OF THE BOARD

As on 31^st March, 2024, the Board has 4 (Four) committees as per the provisions of the Companies Act, 2013 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

The Board has the following committees as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee

• CSR Committee

Audit Committee

The Board of Directors of your Company has duly constituted the Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder. The Audit Committee comprises of Mr. Kuldeep Kumar Gupta (Non-Executive Independent Director) the Chairman of the Committee, Mr. Ashok Kumar Agarwal (Chairman Cum Managing Director) and Mr. Mane ShriramVishwasrao (Non-Executive Independent Director) as Members of the Committee as on 31^st March, 2024.

The powers, role and terms of reference of the Audit

Committee covers the areas as contemplated under Section 177 of the Act and such other functions as may be specifically delegated to the Committee by the Board from time to time. The Board has accepted all recommendations made by the Audit Committee during the year.

4 (Four) Audit Committee Meetings were held during the financial year 2023-24. The dates on which the meetings were held are 04^th May, 2023; 02^nd September, 2023; 06^th November, 2023; 23^rd December 2023. The attendance of each Member at the Audit Committee Meetings held during the financial year 2023-24 is as follows:

Serial No.	Name ofMembers	Designation	No.of Meetings Attended
1.	Mr. Ashok Kumar Agarwal (DIN:00793152)	Chairman Cum Managing Director	4
2.	Mr. Kuldeep Kumar Gupta (DIN:01591373)	Chairperson	4
3.	Mr. Mane Shriram Vishwasrao (DIN:09701613 )	Member	2

Nomination and Remuneration Committee

The Committee comprises of Mr. Kuldeep Gupta (NonExecutive Independent Director), Chairman of the Committee, Mr. Mane Shriram Vishwasrao (Non-Executive Independent Director), and Mrs. Krati Agarwal (Non- Executive Independent Director), as members of the Committee as on 31^st March, 2024.

The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.

3 (three) meetings of the Nomination and Remuneration Committee were held during the year 2023-24. The dates on which the meetings were held are 10^th August, 2023; 02^nd September, 2023 and 03^rd October, 2023. The attendance of each Member at the Nomination and Remuneration Committee Meetings held during the financial year 2023-24 are as follows:

Serial No.	Name ofMembers	Designation	No.of Meetings Attended
1.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	3
2.	Mrs. Krati Agarwal (DIN: 08789232)	Independent Director	3
3.	Mr. Mane Shriram Vishwasrao	Independent Director	1

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Kuldeep Gupta (Non-Executive Independent Director), Chairman of the Committee, Mr. Mane Shriram Vishwasrao (Non-Executive Independent Director), and Mrs. Krati Agarwal (Non-Executive Independent Director), as members of the Committee as on 31^st March, 2024.

The Committee, inter-alia, reviews the issue of duplicate certificates and oversees and reviews all matters connected with the Company''s transfers of securities. It looks into the redressal of shareholders''/investors'' complaints related to the transfer of shares, non-receipt of annual reports, nonreceipt of declared dividends and such other functions as may be specifically delegated to the Committee by the Board from time to time. There being no investor grievances complaint pending, the committee reviewed the existing procedures for attending to complaints as and when they arise.

1 (One) Stakeholders Relationship Committee Meetings were held during the financial year 2023-24. The dates on which the meetings were held are 23^rd December, 2023.

The attendance of each Member at the Stakeholders'' Relationship Committee Meetings held during the financial year 2023-24 is as follows:

Serial No.	Name ofMembers	Designation	No.of Meetings Attended
1.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	1
2.	Mrs. Krati Agarwal (DIN: 08789232)	Independent Director	1
3.	Mr. Mane Shriram Vishwasrao (DIN: 09701613)	Independent Director	0

CSR Committee

The CSR Committee comprises of Mr. Ashok Agarwal, Chairman of the Committee, Mr. Kuldeep Kumar Gupta (NonExecutive Independent Director), and Mrs. Neha Agarwal (Executive Director), as members of the Committee as on 31^st March, 2024.

The Committee , recommend to the Board a Corporate Social Responsibility (CSR) policy which shall indicate the activities to be undertaken by the Company, as specified in Schedule VII of the Act, to recommend the amount of expenditure to be incurred on the activities, and to monitor the CSR policy of the Company from time to time

1 (One) CSR Committee were held during the financial year 2023-24. The dates on which the meetings were held are 2^nd September, 2023.

Serial No.	Name ofMembers	Designation	No.of Meetings Attended
1.	Mr. Ashok Kumar Agarwal (DIN:00793152)	Chairman Cum Managing Director	1
2.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Member	1
3.	Mrs. Neha Agarwal (DIN: 07540311)	Member	1

NO DEFAULT

Qualifications for the year under review. Further pursuant to provision of sec 148 (I) of the Companies Act 2013, maintenance of cost records is specified by the Central Government are maintained by the Company.

The Company has not defaulted in payment of interest and repayment of a loan to any of the financial institutions and/ or banks during the period under review.

RELATED PARTY TRANSACTIONS

As required under the Companies Act, prior omnibus approval was obtained for Related Party Transactions on a quarterly basis for transactions that are of a repetitive nature and/or entered in the ordinary course of business and are at Arm''s Length basis, in the first meeting of Audit Committee for the financial year 2023-24.

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2023-2024 were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company''s policy on dealing with related party transactions. During the year there were no material significant related party transactions made by the Company with Promoters, Directors or KMP which may have potential conflict with the interest of the Company at large. All transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval. The details of the related party transactions are set out in Notes to the Financial Statements of the Company. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website https://rmcindia.in/investors/ policies-code-form/related-party- transactions-policy-pdf/

None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the Company. There were transactions during the year under review which would require to be reported in Form AOC-2 as Annexure - B

AUDITORS AND AUDITORS'' REPORTS

Statutory Auditor

M/s. Rakesh Ashok & Co., Chartered Accountants Firm Registration No. 011273C were appointed as Statutory Auditors of the Company by the members at the 28^th Annual General Meeting for a period of five years to hold office from the conclusion of the Annual General Meeting held in year 2022 till the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors of the Company have submitted an Auditors'' Report on the financial statements of the Company for the financial year ended 31^st March, 2024. The reports do not contain any reservations, qualification or adverse remarks. The information referred to in the Auditors'' Report is self-explanatory and does not call for any further comments.

Secretarial Auditor

The Board of Directors of your Company has as per the requirement under Section 204 of the Act and rules made there under, re-appointed B K Sharma & Associates, Company Secretaries (COP No. 12636), to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023- 24 forms an integral part of this Report as ''Annexure- A''. There is no audit qualification for the year under review.

Cost Auditor

During the year under review, the Company has appointed cost Auditors M/s Deepak Mittal & Company as per requirement of the Central Government and pursuant to the section 148 of the Companies Act 2013 read with Companies (Cost Record & Audit) Rules 2014. The report of Cost Auditors placed before the board and no audit qualification for the year under review. Further pursuant provision of sec. 148 (1) of the companies act 2013 maintenance of cost records are specefied by the centeral government are maintain by the company.

Internal Auditor

Pursuant to the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made there under, Mr. Rakesh Kumawat, Chartered Accountant was appointed as the Internal Auditor of the Company for the financial year 2023-24. The Internal Auditor has placed the Internal Audit Report for every quarter and the same was discussed with the Board.

BOARD POLICIES

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and also report instances of leak of unpublished price sensitive information. The policy provides for adequate safeguards against victimisation of Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/Employees has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at the web linkhttps://www.rmcindia.in/admin/ sites/default/files/Vigil-Mechanism-Whistle-Blower-Policy-2.pdf

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration policy duly adopted and approved by the Board. The Nomination and Remuneration Policy of the Company includes the terms and conditions for appointment and payment of remuneration to the Directors and KMP and other Senior Management Personnel including criteria for determining qualifications, positive attributes, and independence of a director as per Section 178 and Schedule IV of the Act. There have been no changes in the said policy during the year. The said policy may be accessed on the website of the Company at the web linkhttps://www.rmcindia.in/admin/sites/default/ files/Nomination-Remuneration-Policy.pdf

Risk Management Policy

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy may be accessed on the website of the Company viz.,https://www.rmcindia.in/admin/sites/default/files/Risk-management-Policy.pdf

Other Codes and Policies may be accessed on the website of the Company viz., http://www.rmcindia.in.

SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to meetings of the Board of Directors and General Meetings respectively, have been duly complied with.

ANNUAL RETURN

A copy of the Annual Return of the Company has been placed on the website of the Company at the web link http://www. rmcindia.in.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance” against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been uploaded on the Company''s

web linkhttps://www.rmcindia.in/admin/sites/default/files/ Code-of-conduct.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the Designated Employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price-sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by designated persons. The code of practices and procedures for fair disclosure of unpublished price-sensitive information is also available on the Company''s website i.e. https://www.rmcindia.in/admin/sites/default/ files/Code-of-Insider-Trading.pdfThe Board is responsible for the implementation of the Code. All the Directors and the Designated Employees have confirmed compliance with the Code.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited - SME Platform and the Annual listing fee has been duly paid.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls. The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls are adequate and operating effectively. The effectiveness of internal financial controls is ensured through management reviews, controlled self-

assessment and independent testing by the Internal Audit Team.

The members of the Audit Committee of your Company are well-versed with the financial management. Such an adequate internal control system helps in the identification of potential operation processes.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company for the financial year 2023-24.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/ court that would impact the ongoing concern status of the Company and its future operations.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding ''10 Crore and Net Worth not exceeding ''25 Crore, as on the last day of the previous financial year;

b) Listed entity that has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2023-24.

In line with same, the Company files the Corporate Governance-Non Applicability Certificate to BSE as per Regulation 27(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34 (2) (f) read with Schedule V of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

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

The relevant information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure - C'' forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ''Annexure - D''.

The statement containing names of the top ten employees in terms of remuneration drawn and their other details as required to be furnished under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH THE PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

An Internal Complaints Committee (ICC) has been constituted in accordance with the provisions of the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment and all the provisions regarding the constitution are complied with.

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace” and matters connected therewith or incidental thereto covering all the aspects as contained under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.

The role of ICC is not restricted to mere redressal of complaints but also encompasses the prevention and prohibition of sexual

harassment. During the year under review, the Company has not received any Complaint pertaining to Sexual Harassment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to formulate and recommend to the Board a Corporate Social Responsibility (CSR) policy which shall indicate the activities to be undertaken by the Company, as specified in Schedule VII of the Act, to recommend the amount of expenditure to be incurred on the activities, and to monitor the CSR policy of the Company from time to time. The Company has developed and implemented a CSR Policy, which contains projects and programs, is available on Company''s website at https://www. rmcindia.in/.

Your Company has spent a sum of ''12.45 lakh under CSR activities during the year. A report on CSR activities, i.e. initiatives taken during the year, in the prescribed format as required under section 134(3)(o) read with section 135. is an as annexure ''E''.

DISCLOSURE WITH RESPECT TO THE DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/ unclaimed suspense account arising out of public/ bonus/ right issues as at 31^st March 2024. Hence, the particulars relating to the aggregate number of shareholders and the outstanding securities in suspense account and other related matters are not applicable.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be transferred as

unclaimed dividend to investor education and protection fund during the FY 2023-24.

APPLICATION/PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE, 2016

There are no proceedings initiated/ pending against the Company under the Insolvency & Bankruptcy Code, 2016 which materially impact the business of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from suppliers, investors, banks, all regulatory and government authorities and all other business associates. The Board places on record its sincere appreciation towards the Company''s valued customers for the support and confidence reposed by them in the organisation and looks forward to the continuance of this supportive relationship in the future. Your Directors proudly acknowledge the contribution and hard work of the employees of the Company at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.

By Order of Board of Directors

Ashok Kumar Agarwal

Place : Jaipur Chairman & Managing Director

Dated : 31^st August, 2024 DIN : 00793152

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Mar 31, 2023

The Board of Directors (''Board'') are pleased to present the 29^th (Twenty-Ninth) Annual Report on the affairs, business and operations of your Company together with the Audited Financial Statements for the Financial year ended 31^st March, 2023.

FINANCIAL RESULTS

The summarised Financial Performance of your Company for the financial year ended 31^st March, 2023 is summarised as follows:

Rs. in Lacs
Particulars	Financial year ended	Financial year ended
	31st March, 2023	31st March, 2022
Revenue From Operations	12,527.17	4,156.03
Other Income	46.23	66.82
Total Revenue	12,573.41	4,222.86
Profit Before Depreciation, Finance Costs, Exceptional items and Tax Expenses	2,671.09	621.73
Less: Depreciation & Amortisation Expenses	280.12	280.71
Less: Finance Cost	695.63	306.59
Profit Before Tax	1,695.34	34.43
Less: Tax Expenses (Current & Deferred)	521.27	-23.27
Profit After Tax	1,174.07	57.70
Earnings per share (Nominal value per share '' 10/-) Basic & Diluted	18.97	0.95

Note: Previous year''s figures have been regrouped and rearranged wherever necessary.

FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The Company''s revenue from operations for FY 2022-23 was 12,573.41 lacs compared to '' 4,222.86 lacs in the previous year, an increase of 2.98 times over the previous year. The Company''s Profit before tax was '' 1,695.34 lacs during the year compared to '' 34.43 lacs in the previous year. The Company earned a net profit after tax of '' 1,174.07 lacs as against a net profit after tax of '' 57.70 lacs in the previous year.

DIVIDEND

Your Directors feel that it would be prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the financial year ended 31^st March, 2023.

TRANSFER TO RESERVES & SURPLUS

As permitted under the provisions of the Companies Act, 2013, no amount has been proposed to be carried to any Reserves. The entire amount of '' 1,174.07 lacs is proposed to be retained in the Surplus.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

The Company obtained credit ratings from CRISIL Ratings, a Credit Rating Agency, on 11^th August, 2023 for long-term bank facilities as CRISIL BB /Stable and short-term bank facilities as CRISIL A4 .

There have been no material changes and commitments except as mentioned above, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report during the year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of the business for the Company.

CHANGE IN CAPITAL STRUCTURE

During the year, your Company allotted 7,80,000 equity shares of '' 10/- each at an issue price of '' 70/- per share including a premium of '' 60/- per share as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to '' 687.22 lacs comprising of 68,72,200 Equity Shares of '' 10 each.

During the year your Company increased the Authorised Share Capital of the Company from '' 6,50,00,000/- (Rupees Six Crores and Fifty Lacs Only) divided into 65,00,000 (Sixty-Five Lacs) Equity Shares of ''10/- each to '' 11,00,00,000/-(Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten lacs) Equity Shares of '' 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

Further, during the financial year 2022-23, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2023. None of the Directors or Key Managerial Personnel of the Company holds instruments convertible into equity shares of the Company. All the Shares of the Promoters which are held in the Company are in dematerialised form.

DEPOSITS

During the year under review, your Company has not accepted any deposits or there is no amount which has been considered as deemed deposit within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) from time to time and as such no amount of principal or interest remained unpaid or unclaimed at the end of the financial year 31 ^st March, 2023.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENT

Particulars of Loans, Guarantees and Investments as on the financial year ended 31^st March, 2023 as covered under the provisions of Section 186 of the Companies Act, 2013 read

with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the respective notes to Financial Statements provided in the Annual Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn''t have any Subsidiary, Joint Venture or Associate Company.

CREDIT RATING

During the period under review, the Company has obtained credit ratings from Infomerics Valuation and Rating Private Limited, a Credit rating agency, for long-term bank facilities as IVR BB-/Stable and for short-term bank facilities including short-term bank facilities (proposed) as IVR A4.

MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year, the Company has not altered its Articles of Association. However, the Memorandum of Association was altered as Company increased the Authorised Share Capital of the Company from '' 6,50,00,000/- (Rupees Six Crores and Fifty Lacs Only) divided into 65,00,000 (Sixty Five Lacs) Equity Shares of ''10/- each to '' 1 1,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten lacs) Equity Shares of '' 10/- each ranking paripassu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Company''s Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred to as "Listing Regulations"] and provisions of the Articles of Association of the Company.

• Retirement by rotation and subsequent reappointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mrs. Neha Agarwal (DIN: 0754031 1) is liable to retire by rotation at the 29^th Annual General Meeting and being eligible offers herself for reappointment. Based on the recommendations of the Nomination and Remuneration Committee, the Board recommends the re-appointment of Mrs. Neha Agarwal as director liable to retire by rotation.

The brief resume and other details as required under Regulation 36(3) of the SEBI (LODR) 2015, of the Directors seeking re-appointment at the ensuing AGM

are provided in the Notice of the AGM of the Company which forms a part of the Annual Report.

• Appointment / Cessation

Mr. Himanshu Goyal, Independent Director of the Company resigned from the directorship of the Company w.e.f. 13^th June, 2022. The Board placed on record the valuable guidance and support received from him during his tenure.

Mr. Mane Shriram Vishwasrao, was appointed by the Board as an Additional Director (Non-Executive Independent) on the Board of the Company w.e.f. 13^th August, 2022 and regularised as an Independent Director of the Company by the Shareholders at the 28^th Annual General Meeting held on 30^th September, 2022 to hold office for a term of 5 years consecutive years from 13^th August, 2022 to 12^th August, 2027.

• Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as "KMP") of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Rules framed there under:-

1. Mr. Ashok Kumar Agarwal, Chairman cum Managing Director;

2. Mr. Ankit Agrawal, Whole-time Director & Chief Financial Officer;

3. Mrs. Neha Agarwal, Executive Director; and

4. Mrs. Preeti Khatore, Company Secretary & Compliance Officer

During the year, there has been no other change in the Key Managerial Personnel of the Company. However, after the closure of the Financial Year 2022-23, Mrs. Preeti Khatore has resigned from the post of Company Secretary & Compliance Officer w.e.f. 28^th July, 2023 and Ms. Shivi Kapoor has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 14^th August, 2023.

Details pertaining to their remuneration have been provided in the copy of the Annual Return available on the website of the Company under the weblink: https:// www.rmcindia.in. None of the KMP of the Company is holding office in any other Company as KMP and none of the Directors/ KMP of the Company are disqualified.

• Statement of Declaration given by Independent Directors

The Company has received the necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and are not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs. Furthermore, the Company has also received statements from all the Independent Directors that they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also a statement on compliance with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company.

• Separate Meeting of Independent Directors of the Company

The Independent Directors met once during the year under report, i.e., 23^rd January, 2023, without the presence of Non-Independent Directors or members of the management.

The Independent Directors evaluated the performance of the Non-Independent Directors, wherein the evaluation of the performance of the Non-Independent Directors, including the Chairman and also of the Board as a Whole was made, against pre-defined and identified criteria.

BOARD EVALUATION

The evaluation process focused on various aspects of the Board and its Committees such as composition and structure, functioning, the effectiveness of Board processes, information and functioning, etc.

The evaluation of all the Directors and the Board as a whole was conducted by the Board and found to be satisfactory. The flow of information between the Company management and the Board is adequate, qualitative and timely. As required under the provisions of the Act, a meeting of all Independent Directors was convened and held during the year. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting including the performance of the Board, its Committees and individual directors.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Schedule IV of the Companies Act, 2013, the Directors of the Company are familiar with their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company etc. and updated on changes and developments in the Domestic and Global Corporate and Industry Scenario including those pertaining to statutes, legislations, and economic environment and on matters affecting the Company, to enable them to take well informed & timely decisions. Details of such familiarisation programs are posted on the website of the Company at the https:// rmcindia.in/investors/policies-code-form/familiarization-programme-for-non-executive-directors-pdf/

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) &

134(5) of the Act, your Board of Directors to the best of their

knowledge and ability hereby confirm that:

a. In the preparation of the annual accounts for the financial year ended 31^st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls for the Company and these internal financial controls were adequate and operating effectively;

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively.

DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE YEAR

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. The Meetings of the Board of Directors were held at the Corporate Office of the Company situated at B-11 (B&C) Malviya Industrial Area, Jaipur- 302017 Rajasthan. The notices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board and Committee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to make informed decisions. All observations, recommendations and decisions of the Committees were placed before the Board for consideration and approval.

During the financial year 2022-23, 16 (sixteen) Meetings were convened and held on 06^th April, 2022; 14^th May, 2022; 13^th June, 2022; 10^th August, 2022; 13^th August, 2022; 19^th August, 2022; 05^th September, 2022; 22^nd September, 2022; 22^nd October, 2022; 02^nd November, 2022; 29^th November, 2022; 21 ^st December, 2022; 26^th December, 2022, 30^th December, 2022; 23^rd January, 2023 and 13^th February, 2023. The gap between two consecutive Board Meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the Listing Regulations. The necessary quorum was present at all the meetings.

The attendance of each Director at the Meetings of the Board of Directors held during the financial year 2022-23 is as follows:

Serial No.	Name of Directors	Designation	No. of Board Meetings Attended	Attendance at the last AGM
1.	Mr. Ashok Kumar Agarwal (DIN: 00739152)	Chairman Cum Managing Director	16	Yes
2.	Mr. Ankit Agrawal (DIN: 00793035)	Whole-time Director & Chief Financial Officer	16	Yes
3.	Mrs. Neha Agarwal (DIN:07540311)	Executive Director	16	Yes
4.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	16	Yes
5.	Mrs. Krati Agarwal (DIN: 08789232)	Independent Director	16	Yes
6.	Mr. Himanshu Goyal (DIN: 03101053)	Independent Director	2	NA
7.	Mr. Mane Shriram Vishwasrao (DIN: 09701613 )	Independent Director	2	Yes

COMMITTEES OF THE BOARD

As on 31^st March, 2023, the Board has 3(Three) committees as per the provisions of the Companies Act, 2013 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

Serial No.	Name of Members	Designation	No. of Meetings Attended
1.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	3
2.	Mrs. Krati Agarwal (DIN: 08789232)	Independent Director	3
3.	Mr. Himanshu Goyal (DIN: 03101053)	Independent Director	1
4.	Mr. Mane Shriram Vishwasrao (DIN: 09701613)	Independent Director	0

The Board has the following committees as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee

Audit Committee

The Board of Directors of your Company has duly constituted the Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder. The Audit Committee comprises of Mr. Kuldeep Kumar Gupta (Non-Executive Independent Director) the Chairman of the Committee, Mr. Ashok Kumar Agarwal (Chairman Cum Managing Director) and Mr. Mane Shriram Vishwasrao (Non-Executive Independent Director) as Members of the Committee as on 31^st March, 2023.

Mr. Himanshu Goyal, ceased to be Independent Director of the Company w.e.f. 13^th June, 2022, so also ceased to be a member of the Committee w.e.f. 13^th June, 2022 and Mr. Mane Shriram Vishwasrao, Independent Director of the Company, was appointed as Member of the Committee w.e.f. 13^th August, 2022.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Section 177 of the Act and such other functions as may be specifically delegated to the Committee by the Board from time to time. The Board has accepted all recommendations made by the Audit Committee during the year.

6 (six) Audit Committee Meetings were held during the financial year 2022-23. The dates on which the meetings were held are 06^th April, 2022; 14^th May, 2022; 13^th June, 2022;13^th August, 2022;22^nd October, 2022 and 23^rd January, 2023. The attendance of each Member at the Audit Committee Meetings held during the financial year 2022-23 is as follows:

Serial No.	Name of Members	Designation	No. of Meetings Attended
1.	Mr. Ashok Kumar Agarwal (DIN: 00739152)	Chairman Cum Managing Director	6
2.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	6
3.	Mr. Himanshu Goyal (DIN: 03101053)	Independent Director	2
4.	Mr. Mane Shriram Vishwasrao (DIN: 09701613 )	Independent Director	1

Nomination and Remuneration Committee

The Committee comprises of Mr. Kuldeep Gupta (NonExecutive Independent Director), Chairman of the Committee, Mr. Mane Shriram Vishwasrao (Non-Executive

Independent Director), and Mrs. Krati Agarwal (NonExecutive Independent Director), as members of the Committee as on 31^st March, 2023.

Mr. Himanshu Goyal, ceased to be Independent Director of the Company w.e.f. 13^th June, 2022, so also ceased to be member of the Committee w.e.f. 13^th June, 2022 and Mr. Mane Shriram Vishwasrao, Independent Director of the Company, was appointed as a member of the Committee w.e.f. 13^th August, 2022.

The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.

3 (three) meetings of the Nomination and Remuneration Committee were held during the year 2022-23. The dates on which the meetings were held are 14^th May, 2022; 10^th August, 2022 and 23^rd January, 2023. The attendance of each Member at the Nomination and Remuneration Committee Meetings held during the financial year 2022-23 are as follows:

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Kuldeep Gupta (Non-Executive Independent Director), Chairman of the Committee, Mr. Mane Shriram Vishwasrao (Non-Executive Independent Director), and Mrs. Krati Agarwal (Non-Executive Independent Director), as members of the Committee as on 31^st March, 2023.

Mr. Himanshu Goyal, ceased to be Independent Director of the Company w.e.f. 13^th June, 2022, so also ceased to be a member of the Committee w.e.f. 13^th June, 2022 and Mr. Mane Shriram Vishwasrao, Independent Director of the Company, was appointed as a member of the Committee w.e.f. 13^th August, 2022.

The Committee, inter-alia, reviews the issue of duplicate certificates and oversees and reviews all matters connected with the Company''s transfers of securities. It looks into the redressal of shareholders''/investors'' complaints related to the transfer of shares, non-receipt of annual reports, non-

NO DEFAULT

The Company has not defaulted in payment of interest and repayment of a loan to any of the financial institutions and/ or banks during the period under review.

RELATED PARTY TRANSACTIONS

As required under the Companies Act, prior omnibus approval was obtained for Related Party Transactions on a quarterly basis for transactions that are of a repetitive nature and/or entered in the ordinary course of business and are at Arm''s Length basis, in the first meeting of Audit Committee for the financial year 2022-23.

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2022-2023 were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company''s policy on dealing with related party transactions. During the year there were no material significant related party transactions made by the Company with Promoters, Directors or KMP which may have potential conflict with the interest of the Company at large. All transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval. The details of the related party transactions are set out in Notes to the Financial Statements of the Company. The Related Party Transactions Policy as approved by

receipt of declared dividends and such other functions as may be specifically delegated to the Committee by the Board from time to time. There being no investor grievances complaint pending, the committee reviewed the existing procedures for attending to complaints as and when they arise.

5 (five) Stakeholders Relationship Committee Meetings were held during the financial year 2022-23. The dates on which the meetings were held are 06^th April, 2022; 04^th July, 2022; 05^th September, 2022; 25^th October, 2022 and 23^rd January, 2023.

The attendance of each Member at the Stakeholders'' Relationship Committee Meetings held during the financial year 2022-23 is as follows:

Serial No.	Name of Members	Designation	No. of Meetings Attended
1.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	5
2.	Mrs. Krati Agarwal (DIN: 08789232)	Independent Director	5
3.	Mr. Himanshu Goyal (DIN: 03101053)	Independent Director	1
4.	Mr. Mane Shriram Vishwasrao (DIN: 09701613)	Independent Director	1

the Board is uploaded on the Company''s website https:// rmcindia.in/investors/policies-code-form/related-party-transactions-policy-pdf/

None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the Company. There were no transactions during the year under review which would require to be reported in Form AOC-2.

AUDITORS AND AUDITORS'' REPORTS

• Statutory Auditor

M/s. Rakesh Ashok & Co., Chartered Accountants Firm Registration No. 011273C were appointed as Statutory Auditors of the Company by the members at the 28^th Annual General Meeting for a period of five years to hold office from the conclusion of the Annual General Meeting held in year 2022 till the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors of the Company have submitted an Auditors'' Report on the financial statements of the Company for the financial year ended 31^st March, 2023. The reports do not contain any reservations, qualification or adverse remarks. The information referred to in the Auditors'' Report is self-explanatory and does not call for any further comments.

• Secretarial Auditor

The Board of Directors of your Company has as per the requirement under Section 204 of the Act and rules made there under, re-appointed B K Sharma & Associates, Company Secretaries (COP No. 12636), to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year 202223 forms an integral part of this Report as ''Annexure - A''. There is no audit qualification for the year under review.

• Cost Auditor

During the year under review, the Company was not required to appoint a Cost Auditor as per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. Further pursuant to the provision of section 148(1) of the Companies Act, 2013, maintenance of cost records as specified by Central Government are maintained by the Company.

• Internal Auditor

Pursuant to the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made there under, Ms. Ekta Gupta, Chartered Accountant was appointed as the Internal Auditor of the Company for the financial year 202223. The Internal Auditor has placed the Internal Audit Report for every quarter and the same was discussed with the Board.

BOARD POLICIES

• Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and also report instances of leak of unpublished price sensitive information. The policy provides for adequate safeguards against victimisation of Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/Employees has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at the web link https://rmcindia.in/ investors/policies-code-form/vigil-mechanism-whistle-blower-policy-pdf/

• Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration policy duly adopted and approved by the Board. The Nomination and Remuneration Policy of the Company includes the terms and conditions for appointment and payment of remuneration to the Directors and KMP and other Senior Management Personnel including criteria for determining qualifications, positive attributes, and independence of a director as per Section 178 and Schedule IV of the Act. There have been no changes in the said policy during the year. The said policy may be accessed on the website of the Company at the web link https:// rmcindia.in/investors/policies-code-form/nomination-remuneration-policy-pdf/

• Risk Management Policy

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy may be accessed on the website of the Company viz., https://rmcindia.in/investors/%70 policies-code-form/risk-management-policy-pdf/

Other Codes and Policies may be accessed on the website of the Company viz., http://www.rmcindia.in.

SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to meetings of the Board of Directors and General Meetings respectively, have been duly complied with.

ANNUAL RETURN

A copy of the Annual Return of the Company has been placed on the website of the Company at the web link http:// www.rmcindia.in.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been uploaded on the Company''s web link https://rmcindia.in/investors/ policies-code-form/code-of-conduct-pdf/

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the Designated Employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price-sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by designated persons. The code of practices and procedures for fair disclosure of unpublished price-sensitive information is also available on the Company''s website i.e. https://rmcindia.in/investors/ policies-code-form/code-of-insider-trading-pdf/ The Board is responsible for the implementation of the Code. All the Directors and the Designated Employees have confirmed compliance with the Code.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited - SME Platform and the Annual listing fee for the year 2022-23 has been duly paid.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls. The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls are adequate and operating effectively. The effectiveness of internal financial controls is ensured through management

reviews, controlled self-assessment and independent testing by the Internal Audit Team.

The members of the Audit Committee of your Company are well-versed with the financial management. Such an adequate internal control system helps in the identification of potential operation processes.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company for the financial year 2022-23.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/ court that would impact the ongoing concern status of the Company and its future operations.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding 10 Crore and Net Worth not exceeding '' 25 Crore, as on the last day of the previous financial year;

b) Listed entity that has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2022-23.

In line with same, the Company files the Corporate Governance-Non Applicability Certificate to BSE on a quarterly basis as per Regulation 27(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34 (2) (f) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report as ''Annexure-B''.

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

The relevant information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the

Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in ''Annexure - C'' forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ''Annexure - D''.

The statement containing names of the top ten employees in terms of remuneration drawn and their other details as required to be furnished under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH THE PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

An Internal Complaints Committee (ICC) has been constituted in accordance with the provisions of the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment and all the provisions regarding the constitution are complied with.

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.

The role of ICC is not restricted to mere redressal of complaints but also encompasses the prevention and prohibition of sexual harassment. During the year under review, the Company has not received any Complaint pertaining to Sexual Harassment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the provisions of Section 135 of the Company Act 2013, with regard to Corporate Social Responsibility (CSR) were not applicable to your Company.

DISCLOSURE WITH RESPECT TO THE DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/ bonus/ right issues as at 31 ^st March 2023. Hence, the particulars relating to the aggregate number of shareholders and the outstanding securities in suspense account and other related matters are not applicable.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund during the FY 2022-23.

APPLICATION/PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE, 2016

There are no proceedings initiated/ pending against the Company under the Insolvency &Bankruptcy Code, 2016 which materially impact the business of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from suppliers, investors, banks, all regulatory and government authorities and all other business associates. The Board

places on record its sincere appreciation towards the Company''s valued customers for the support and confidence reposed by them in the organisation and looks forward to the continuance of this supportive relationship in the future. Your Directors proudly acknowledge the contribution and hard work of the employees of the Company at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.