Directors Report of Rungta Irrigation Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Integrated 41^st Annual Report on the
business and operations of the Company along with the Audited Financial Statements
of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for the year ended 31st March,
2025 is summarized below: -

(? in Lakhs)

Particulars	Current Year ended 31.03.2025	Previous Year ended 31.03.2024
Net Revenue	21,934.92	14,877.30
Add: Other operating income	200.57	385.67
Total Income	22,135.49	15,262.97
Profit before Interest, Depreciation, Exception items & Taxation		-
Less: Depreciation	231.68	199.78
Add: Exceptional items (Net)		-
Profit /(Loss) before Tax	881.97	761.33
Less: Tax expenses (Net)	259.59	196.27
Profit after Tax/(Loss)	622.38	565.06
(Less)/Add: Other Comprehensive Income	3.15	(3.66)
Total Comprehensive Income	625.53	561.40

2. STATE OF COMPANY’S AFFAIR
Operating Results and Profits

During the financial year ended March 31, 2025, the Company recorded a significant
improvement in its financial performance. The total income stood at ^22,135.49 lakhs,
reflecting a growth of approximately 45% over the previous year''s income of ^15,262.97
lakhs. The Profit Before Tax increased to ^881.97 lakhs from ^761.33 lakhs in the
previous year, demonstrating robust operational performance. The Profit After Tax for
the year amounted to ^622.38 lakhs, as compared to ^565.06 lakhs in the preceding
year. After accounting for Other Comprehensive Income of ?3.15 lakhs, the Total
Comprehensive Income stood at ^625.53 lakhs, as against ^561.40 lakhs in the
previous year. The consistent growth in revenue and profitability reflects the
Company’s continued focus on operational efficiency and sustainable business
practices.

During the financial year under review, the Company continued to operate in the
domain of water-efficient agricultural solutions, primarily focusing on the manufacture
and distribution of pipe-based sprinkler irrigation systems. The Company remained
committed to supporting sustainable farming practices by providing cost-effective and
durable irrigation solutions, particularly suited to small and medium-scale farmers.

The overall outlook for the sector remains positive, supported by government policies
and increasing awareness of sustainable farming practices. The Company is confident
of leveraging these trends to achieve further growth in the coming years through
innovation, rural market focus, and operational excellence.

3. PLANT LOCATIONS
UNIT-1

C-165, Industrial Area,

Bulandshahr Road, Ghaziabad, Uttar Pradesh
UNIT-2

Plot No. F-3-2-1, Village Adavipolam,

District Yanam, Puducherry

UNIT-3

Industrial Plot N-18, Sector Ecotech-11,

Greater Noida, Gautam Buddha Nagar, Uttar Pradesh

4. DIVIDEND

The Board has approved a Dividend Distribution Policy in accordance with Regulation
43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Policy is available on the Company’s website: https: // www.rungtairrigation.in /wp-
content/uploads/2024/09/Dividend Distribution-Policy-Final-Website.pdf

In view of the need to conserve resources, the Board has decided to retain and plough
back the profits into the business. Accordingly, no dividend is recommended for the
financial year 2024-25.

5. TRANSFER TO RESERVES

During the financial year under review, no amount has been transferred to reserves.

6. SHARE CAPITAL

As on March 31, 2025, the Company’s paid-up share capital stood at ^19,92,34,820,
divided into 1,99,21,783 equity shares of ?10 each (excluding 3,828 partly paid-up
shares pending forfeiture).

During the year under review, the Company completed the forfeiture of 614 partly paid-
up shares.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere
in this report, no material changes and commitments which could affect the Company’s

financial position have occurred between the end of the financial year of the Company
to which the financial statements relate and date of the report and there has been no
change in the nature of business.

8. SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

During the period under review, there were no subsidiary, joint venture or associated
Company of Rungta Irrigation Limited.

9. RISK MANAGEMENT

The constitution of a Risk Management Committee has been made applicable by SEBI
vide its Notification dated 5th May, 2021 wherein it has made it mandatory for top
1000 listed entities on the basis of market capitalization as on close of previous
financial year to have Risk Management Committee.

Accordingly, the Company does not have Risk Management Committee as it is not
applicable on your company and there is no risk which may threaten the existence of
the Company as a going concern.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The Company’s internal control systems are commensurate with the nature of its
business, the size and complexity of its operations and such internal financial controls
with reference to the Financial Statements are adequate. During the year under review,
no material or serious observation has been received from the Internal Auditors of the
Company for insufficiency or inadequacy of such controls.

Please refer to the paragraph on Internal Control Systems and their Adequacy in the
Management Discussion & Analysis section for detailed analysis.

11. HUMAN RESOURCES

Please refer to the paragraphs on Human Resources / Industrial Relations in the
Management Discussion & Analysis section for detailed analysis.

12. BOARD DIVERSITY AND POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 (“the Act”) and
Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has
formulated and adopted a Remuneration Policy for the appointment and remuneration
of Directors, Key Managerial Personnel (KMP) and other employees. The policy also lays
down the criteria for determining qualifications, positive attributes, and independence
of a Director as required under Section 178(3) of the Act.

The Company strongly believes that building a diverse and inclusive culture is integral
to its long-term success. A diverse Board facilitates a wide range of perspectives, skills,
experiences, and backgrounds, which are essential for effective decision-making and
sustainable development.

In line with Para A of Part D of Schedule II read with Regulation 19 of the Listing
Regulations, the Company has also formulated a Policy on Board Diversity. The key
highlights of the policy are as follows:

Commitment to Equal Opportunity: The Company is committed to providing equal
opportunities and does not discriminate on the grounds of race, gender, disability,
nationality, religion, age, sexual orientation, family status, or any other personal
attribute.

Broad Perspective on Diversity: The Company recognizes diversity as a broad concept
and seeks to achieve it through a combination of skills, professional experience,
regional and industry background, educational qualifications, and other distinguishing
qualities.

Responsibility of the NRC: The Nomination and Remuneration Committee is
entrusted with the responsibility of identifying and recommending suitable candidates
for Board positions. In doing so, the Committee gives due consideration to the
principles outlined in the Board Diversity Policy.

The Company continually endeavours to maintain an appropriate balance of skills,
experience, knowledge, and diversity in the Boardroom to effectively support its
business strategy and uphold the highest standards of corporate governance.

13. PREVENTION OF SEXUAL HARASSMENT (‘POSH’)

The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.
Internal Complaints Committee (‘ICC’) is in place for all works and offices of the
Company to redress complaints received regarding sexual harassment.

During financial year 24 -25, the Company has:

Number of complaints received: Nil

Number of complaints disposed of: Nil

Number of complaints pending for more than 90days: Nil

14. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as
“Annexure-3”.

Statement containing particulars of top 10 employees and particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as
a separate “Annexure-4” forming part of this report. In terms of proviso to Section
136(1) of the Act, the Report and Accounts are being sent to the Members, excluding
the aforesaid Annexure. The said Statement is also open for inspection. Any Member
interested in obtaining a copy of the same may write to the Company Secretary at
[email protected] . One of the employees listed in the said Annexure is related to
Directors of the Company.

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business Responsibility and Sustainability
Report (BRSR) is applicable to the top 1,000 listed companies based on market

capitalization as on the financial year ended March 31. Since the Company does not
fall within the top 1,000 listed entities as per the criteria prescribed, the submission of
BRSR is not applicable to the Company for the financial year under review.

16. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (‘CSR’) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year in
the format prescribed in the Companies (‘CSR Policy’) Rules, 2014 are set out in
“Annexure-5” of this Report. The CSR Policy is available on Company’s website at
URL: https: / /www.rungtairrigation.in/corporate-social-responsibilitv-csr-policy/

During the period under review, the provisions of section 135 of the Companies Act
2013 became applicable to the Company. Consequently, the Company has constituted
the CSR Committee in its Board meeting held on February 13, 2025.

The details of Composition are as under:

S. No.	Name	Category
1	Devesh Poddar	Chairman
2	Shruti Jain	Member
3	Mahabir Prasad Rungta	Member

17. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for Financial Year ended 2025 is
uploaded on the website of the Company and the same is available on
https: / /www.rungtairrigation.in/annual-return-2024-25/

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors:

As on March 31, 2025, the Board of Directors of the Company comprised six Directors,
consisting of an optimal mix of Executive and Non-Executive Directors, including three
Independent Directors. The composition of the Board is in conformity with the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The present Directors on the Board are:

i. Mr. Mahabir Prasad Rungta (DIN: 00235632), Chairman cum Managing Director;

ii. Ms. Shruti Jain (DIN: 00229045), Whole-Time Director;

iii. Mr. Tarun Kumar Megotia (DIN: 01098092), Whole-Time Director;

iv. Mr. Vivek Agrawal (DIN: 07794991), Independent Director;

v. Mr. Devesh Poddar (DIN: 07912263), Independent Director; and

vi. Mr. Kailash Lal Agrawal (DIN: 10865993), Independent Director.

During the year under review, Ms. Shruti Jain was re-appointed as Whole-Time
Director of the Company by the Board at its meeting held on August 13, 2024, and her
re-appointment was subsequently approved by the shareholders at the 40th Annual
General Meeting of the Company held on September 20, 2024. Further, Mr. Abdul
Kalam, Independent Director, resigned from the Board with effect from February 13,
2025. To ensure continued compliance with the Board composition norms, Mr. Kailash

Lal Agrawal was appointed as an Independent Director on the same date, i.e., February
13, 2025, and his appointment was ratified by the shareholders through Postal Ballot
on March 20, 2025.

The Board, on the recommendation of the Nomination and Remuneration Committee
and in accordance with the provisions of the Companies Act, 2013 and SEBI Listing
Regulations, has re-appointed Mr. Mahabir Prasad Rungta (DIN: 00235632) as the
Chairman & Managing Director of the Company for a period of five years with effect
from September 29, 2025 to September 28, 2030, subject to the approval of
shareholders at this 41^st Annual General Meeting.

Further, the Board has also approved the re-appointment of Mr. Tarun Kumar Megotia
(DIN: 01098092) as Whole-Time Director of the Company for a period of five years with
effect from August 9, 2026 to August 8, 2031, subject to the approval of shareholders
at this 41^st Annual General Meeting of the Company.

Independent Directors:

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Vivek Agrawal,
Mr. Devesh Poddar, and Mr. Kailash Lal Agrawal are the Independent Directors of the
Company as on the date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7)
of the Act, that they meet the criteria of independence as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of
Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external
influence. The Independent Directors of the Company have undertaken requisite steps
towards the inclusion of their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfill the conditions
specified in the Act read along with the Rules made thereunder and are independent
of the Management.

Key Managerial Personnel:

As on March 31, 2025, the following persons are the Key Managerial Personnel (KMP)
of the Company pursuant to Section 203 of the Companies Act, 2013:

i. Mr. Vinod Kumar Mathuria - Chief Financial Officer

ii. Ms. Ayushi Bajaj - Company Secretary and Compliance Officer

During the year under review, the following changes took place in the Key Managerial
Personnel of the Company in accordance with Section 203 of the Companies Act, 2013:

i. Ms. Swati Garg, who served as the Chief Financial Officer of the Company since October
15, 2020, resigned from her position with effect from September 11, 2024.

ii. Mr. Kanwal Ohri, Company Secretary and Compliance Officer, resigned from the said
position with effect from September 30, 2024.

iii. Mr. Bajrang Kumar Bardia, Chief Executive Officer of the Company, resigned from his
position of CEO with effect from October 15, 2024.

iv. Mr. Vinod Kumar Mathuria was appointed as the Chief Financial Officer of the
Company with effect from November 13, 2024.

v. Ms. Ayushi Bajaj was appointed as the Company Secretary and Compliance Officer of
the Company with effect from November 25, 2024.

19. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on the Corporate
Governance along with the certificate from a Practicing Company Secretary certifying
compliance with conditions of Corporate Governance is annexed to this Report.

20. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis, as required in terms of the SEBI Listing
Regulations, is annexed to this Report.

21. MEETINGS OF THE BOARD

The Board held 5 (five) meetings during the FY 2024-25.

For details, please refer to the Report on Corporate Governance, which forms part of this
Report.

22. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed
decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their
respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

• Operations Management Committee

Details of composition, terms of reference and number of meetings held in FY25 for the
aforementioned Committees are given in the Report on Corporate Governance, which
forms a part of this Report. Further, during the year under review, all recommendations
made by the various Committees have been accepted by the Board.

23. BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and
Committees was conducted in accordance with the provision of the Act and the SEBI
Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the
basis of criteria such as the Board composition and structure, effectiveness of Board
processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the committee members on the basis
of criteria such as the composition of Committees, effectiveness of Committee meetings,
etc.

The Board and the NRC reviewed the performance of individual Directors on the basis
of criteria such as the contribution of the individual Director to the Board and
Committee Meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent
Directors and the Board as a whole was evaluated. Additionally, they also evaluated
the Chairman of the Board, taking into account the views of Executive and Non¬
Executive Directors in the aforesaid Meeting. The Board also assessed the quality,
quantity and timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform their
duties. The above evaluations were then discussed in the Board Meeting and
performance evaluation of Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company are well-versed with their role,
rights and responsibilities in the Company, the nature of industry in which the
Company operates, business model of the Company and systems in place. All the Board
members have complete access to the necessary documents, Annual Reports and
internal policies which are available at our website
https: / /www.rungtairrigation.in/investor-information/ . Apart from this, senior
management, Internal and Statutory Auditors keep making presentations at the
Board/Committee meetings. Independent Directors are free to make individual queries
throughout the period which are promptly and suitably replied with.

The Independent Directors are familiarized from time to time with various facts of the
Company’s business through presentations and interactions with various senior
executives of the Company. They are also familiarized with their role, rights and
responsibilities in the Company through their appointment letter and in the Board
Meetings from time to time.

25. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Selection and procedure for nomination and appointment of Directors:

The NRC is responsible for developing competency requirements for the Board based
on the industry and strategy of the Company. The Board composition analysis reflects
in-depth understanding of the Company, including its strategies, environment,
operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including
each time a Director’s appointment or re-appointment is required. The NRC reviews
and vets the profiles of potential candidates vis-a-vis the required competencies,
undertakes due diligence and meeting potential candidates, prior to making
recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a
Director:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:

a) He / she should be a person of integrity with high level of ethical standards.

b) The person should possess adequate qualification, positive attributes, expertise and
experience commensurate with the position he / she is considered for appointment.
The Committee has discretion to decide whether qualification, expertise and experience
possessed by a person are sufficient / adequate for the concerned position.

c) The person should not have been convicted by a court of law of any offence, whether
involving moral turpitude or otherwise and sentenced in respect thereof to
imprisonment for 6 months or more during last 5 years or imprisonment for 7 years or
more at any point in time.

d) The person should possess requisite qualifications (wherever applicable) as may be
prescribed under any law, rules, regulations and Listing Regulations.

Persons considered for appointment as Directors, including the Managing Director or
Whole-time Directors, shall meet the following criteria:

e) He / she should be person of integrity with high level of ethical standards.

f) The person should have requisite qualification and experience in any of the areas like
technical, finance, law, public administration, management, marketing, production,
human resource, etc as relevant to the Company’s business operations of the Company.
The Committee has discretion to decide whether the qualification, expertise and
experience possessed by a person are sufficient / satisfactory for the concerned
position.

g) The person should not have been disqualified to be a director as per the provisions
of the Act, Rules and any other law and regulation for the time being in force.

h) In case of appointment as Independent Director, the person should fulfill the
criterion of independence prescribed under the Act, Rules and the Listing Regulations.

The Company affirms that the remuneration paid to Directors, KMPs, and other
employees is in line with the Remuneration Policy.

The remuneration policy for directors, key managerial personnel and other employees
is also available on the Company’s website URL:

https: / /www.rungtairrigation.in/remuneration-policy-445/ During the year under
review, there has been no change to the remuneration policy.

26. VIGIL MECHANISM

The Company believes in conducting its affairs in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity, and ethical
behavior. In line with the Code of Conduct, any actual or potential violation, regardless
of perceived significance, is treated as a matter of serious concern. The role of the
employees in pointing out such violations of the Company cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors
and employees to report to the management instances of unethical behaviour, actual
or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The
vigil mechanism provides multiple channels for reporting concerns including an option
for escalations, if any, to the Chairperson of the Audit Committee of the Company.

The policy of vigil mechanism is available on the Company’s website at URL:
https: / /www.rungtairrigation.in/vigil-mechanism-whistle-blower-policy-updated-
115/

27. AUDIT
Statutory Audit

M/s. Mamraj & Co., Chartered Accountants (Firm Registration No.: 006396N) was
appointed as the Statutory Auditors of the Company with the approval of the Members
at the 38^th AGM. Their Report on the Company’s financial statements for financial year
2024-25, is included in this Annual Report, with no qualifications, reservations,
adverse remarks, or disclaimers.

Secretarial Audit

In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board, on the recommendations of the Audit Committee, had appointed M/s. Ajit
Mishra & Associates, Company Secretaries holding Certificate of Practice No. 20737,
Peer Review Certificate No. 2255/2022, and Membership No. FCS-9703 issued by the
Institute of Company Secretaries of India (ICSI), to conduct the Secretarial Audit for
the financial year 2024-25.

Secretarial Audit Report for the Financial Year ended on 31^st March, 2025, issued by
Mr. Ajit Mishra, Practicing Company Secretary, in Form MR-3 forms part of this report
and marked as “Annexure-6”. The said report contains no qualification/observation
requiring explanation or comments from Board under section 134(3)(f)(ii) of the
Companies Act, 2013.

The Board at its meeting held on 9^th May, 2025, based on the recommendation of the
Audit Committee, has considered, approved, and recommended to the Members of the
Company the appointment of M/s. Ajit Mishra & Associates as Secretarial Auditors of
the Company. The proposed appointment is for a term of 5 (five) consecutive years from
the financial year 2025-26 to the financial year 2029-30, on payment of such
remuneration as may be mutually agreed upon between the Board of Directors and the
Secretarial Auditors from time to time.

Cost Audit & Cost Records

As per Section 148 of the Act, the Company is required to have the audit of its cost
records conducted by a Cost Accountant. The Board of the Company has on the
recommendation of the Audit Committee, approved the appointment of M/s. S.
Shekhar & Co., Cost Accountants (Firm Registration No. FRN000452), as the Cost
Auditors of the Company to conduct cost audit for relevant products prescribed under
the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31,
2025. M/s. S. Shekhar & Co., Cost Accountants (Firm Registration No. FRN000452),
have, under Section 139(1) of the Act and the Rules framed thereunder furnished a
certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee has approved the
remuneration payable to the Cost Auditor, subject to ratification of their remuneration
by the Members at this AGM. The resolution approving the above proposal is being
placed for approval of the Members in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as
required under Section 148(1) of Act.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY25
with related parties were approved by the Audit Committee consisting of Independent
Directors. Certain transactions, which were repetitive in nature, were approved
through omnibus route.

There were no material transactions of the Company with any of its related parties

during the year in terms of Section 134 read with Section 188 of the Companies Act,
2013. The disclosure of the Related Party Transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is provided below as Annexure-1.

The details of RPTs during FY25, including transaction with any person or entity
belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in
the Company are provided in the accompanying financial statements.

During FY25, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company other than sitting fees, commission and
reimbursement of expenses, as applicable. Pursuant to SEBI Listing Regulations, the
Resolution for seeking approval of the Members on material related party transactions
is being placed at this AGM.

The Board of Directors of the Company has reviewed the Policy on Related Party
Transactions pursuant to the SEBI Notification No. SEBI/LAD-NRO/GN/ 2021/55
dated 9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The
amended policy on Related Party Transactions, as approved by the Board, may be
accessed on the Company’s website at the link:

https: / /www.rungtairrigation.in / investor-information / download-info /policy-on-
related-party-transactions/

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of
loans given, guarantees provided, and investments made by the Company during the
financial year are as under:

The Company has not provided any guarantees or security covered under the
provisions of Section 186 during the year. Loans amounting to ^16.05 lakhs were
outstanding as on 31^st March 2025, which pertain only to loans given to employees in
the ordinary course of business and hence fall outside the purview of Section 186.
Further, the Company has made investments amounting to ^1,393.08 lakhs as on 31^st
March 2025, comprising investments in equity instruments of various companies, the
details of which are provided in Note 4 of the Standalone Financial Statements.

30. DEPOSITS

During the year under review, the Company has not accepted any deposits from the
public within the meaning of Chapter V of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest
was outstanding as on March 31, 2025.

31. COMPLIANCE UNDER PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company is in full compliance with the provisions of the Maternity Benefit Act,
1961, as amended from time to time. All statutory obligations under the Act have been
duly implemented by the Company, including:

a. Grant of paid maternity leave as prescribed under the Act;

b. Provision of nursing breaks and other applicable facilities;

c. Maintenance of statutory records as required;

d. Ensuring that no woman employee is discharged or dismissed during maternity
leave, except in accordance with the law; and

e. Compliance with all other obligations under the Maternity Benefit Act, 1961 and
the rules framed thereunder.

This disclosure is being made in accordance with the Companies (Accounts) Second
Amendment Rules, 2025, as notified by the Ministry of Corporate Affairs, Government
of India.

32. DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of
their knowledge and ability, confirm in respect of the Audited Annual Accounts for the
year ended 31^st March, 2025 that:

a. in the preparation of the annual accounts, the applicable accounting standards
had been followed and that there were no material departures;

b. the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31^st March, 2025 and profit of
the Company for that period;

c. 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;

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

e. the Directors had laid down proper internal financial controls to be followed and

that such internal financial controls were adequate and were operating effectively;
and

f. the Directors had devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems were adequate and

operating effectively.

33. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.

34. INVESTOR EDUCATION AND PROTECTION FUND

Refer Corporate Governance Report para on ‘Transfer of unclaimed / unpaid amounts
/ shares to the Investor Education and Protection Fund (IEPF)’ for details on transfer
of unclaimed/unpaid amount/shares to Investor Education and Protection Fund
(IEPF)’.

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013

read with Rule 8 of the Companies (Accounts) Second Amendment Rules, 2015 (As per
notification dated 4th September, 2015), is annexed to this Report as “Annexure-2”.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
IMPACTING THE GOING CONCERN.

There are no significant material orders passed by the Regulators or Courts or Tribunal,
which would impact the going concern status of the Company and its future operation.

37. CHANGE IN NATURE OF THE BUSINESS

During the period under review, there has been no change in the nature of business of
the Company.

38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB¬
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

During the year under review, no frauds were reported by Statutory Auditors or the
Secretarial Auditor against the Company which needs to be mentioned in this Report.

39. PENDENCY OF ANY PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

There is no pendency of any proceeding under the Insolvency and Bankruptcy Code,
2016.

40. INSTANCE OF ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL
INSTITUTION

There was no instance of one-time settlement with any Bank or Financial Institution.

41. ACKNOWLEDGEM ENTS

The Directors wish to convey their appreciation to all the employees of the Company
for their contribution towards the Company’s performance. The Directors would also
like to thank the members, employee unions, customers, dealers, suppliers, bankers,
governments and all other business associates for their continuous support to the
Company and their confidence in its management.

For and on behalf of the Board
Rungta Irrigation Ltd

Sd/- Sd/-

Shruti Jain Mahabir Prasad Rungta

Whole-Time Director Chairman & Managing Director
DIN: 00229045 DIN: 00235632

Date: 28-08-2025
Place: New Delhi

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Mar 31, 2024

The Directors of your Company are pleased to present the Fortyth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone) for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for the year ended 31st March, 2024 is summarized below: -

Particulars	Current Year ended 31.03.2024	Previous Year ended 31.03.2023
Net Revenue	14,877.30	13,013.36
Add: Other operating income	385.67	179.13
Total Income	15,262.97	13,192.49
Profit before Interest, Depreciation, Exceptional items & Taxation	-	-
Less: Depreciation	199.78	153.59
Add: Exceptional items (Net)	-	-
Profit /(Loss) before Tax	761.33	400.91
Add: Tax expenses (Net)	196.27	102.59
Profit after Tax/(Loss)	565.06	298.32
(Less)/Add: Other Comprehensive Income	(3.66)	(0.30)
Total Comprehensive Income	561.40	298.02

2. COMPANY''S PLANTS AND OPERATIONS

Plant Locations:

UNIT-1

C-165, Industrial Area, Bulandshahr Road, Ghaziabad (U.P.)

UNIT-2

Village Adavipolam, Distt. Yanam, Pondicherry

3. OPERATIONS

The total income from operations for the year ended 31^st March, 2024 aggregated to Rs.14,877.30 Lakhs as compared to Rs. 13,013.36 Lakhs in the previous year. The company was able to earn a profit after tax of Rs. 565.06 Lakhs.

The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year under review of Rs 761.33 Lakhs as compared to profit of Rs. 400.91 Lakhs in the previous year. Exceptional items for the year under review was nil.

4. DIVIDEND

Board of Directors of your Company has decided to Retain and Plough Back the Profit into the Business of the Company, thus no dividend is being recommended for this year.

5. TRANSFER TO RESERVES

During the Financial Year no amount is proposed to be transferred to reserves.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31^st March, 2024, was Rs. 19,92,35,000 divided into 1,99,23,500 Equity Shares of Rs.10/- each and as on 31^st March, 2024.

Also, Your Company has not issued any: o Shares with differential o Sweat equity shares

o Equity shares under Employees Stock Option Scheme

7. DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014.

8. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

8.1 Changes in the Board

Mr. Mahabir Prasad Rungta (DIN: 00235632) shall retire by rotation at the ensuing Annual General Meeting and are eligible and have offered themselves for re-appointment.

a) Re-appointment of Mr. Abdul Kalam, (DIN: 01869712) as an Independent Director of the Company for a second term of five consecutive years.

b) Re-appointment of Mr. Vivek Aggarwal, (DIN: 07794991) as an Independent Director of the Company for a second term of five consecutive year.

c) After closure of Financial Year the Board of Director on the recommendation of Nomination and remuneration committee has approved re-appointment of Ms. Shruti Rungta (DIN: 00229045) as Whole Time Director w.e.f. 15 October 2024 to 14 October 2029.

8.2 Key Managerial Personnel

Mr. Mahabir Prasad Rungta continued as Managing Director and CEO of the Company. Mr. Tarun Megotia and Ms. Shruti Rungta continued as Whole-time Director of the Company.

Ms. Swati Garg, Chartered Accountant, continued to be CFO of the Company.

During the Financial Year 2023-24 Ms. Ayushi Vijay resigned from the position w.e.f. 12 February 2024. Mr. Kanwal Ohri was appointed as Company Secretary w.e.f 29^th April, 2024 of the company.

8.3 Number of meetings of the Board of Directors

During the financial year 2023 -24, four meetings of the Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.

8.4 Statement on declaration given by Independent Directors

The Independent Directors of your Company have confirmed that

(a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, and

(b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

8.5 Nomination & Remuneration Policy

As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, which had come into force w.e.f. 1.4.2019, in line with the modifications, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Nomination and Remuneration Policy is available on our website at www.rungtainigation.in/investor-information/download-info/ remuneration-policy

8.6 Annual evaluation by the Board of its own performance, performance of its Committees and Individual Directors

The Company has revised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers the attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2024 that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31^st March, 2024 and profit of the Company for that period;

c. 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;

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

e. the Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

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

10. AUDITORS10.1 Statutory Auditors

M/s. Mamraj & Co. Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five consecutive years at the Annual General Meeting held on September 26, 2022, to hold his office till the conclusion of 38^th Annual General Meeting The Board of Directors in its meeting held on 27^th May, 2022 up to the conclusion of the 42^nd Annual General Meeting of the Company on the recommendation of the Audit Committee.

The Statutory Auditor has confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditor.

Further, in terms of the SEBI Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The said Audit Report does not contain any qualification, reservation or adverse remark. During the year

2023- 24, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

10.2 Cost Auditors

M/s. S. Shekhar & Co., Cost Accountants, was re-appointed as the Cost Auditor of the Company to carry out an audit of the cost records of the Company for the financial year 2024-2025.

The resolution seeking ratification of the remuneration to the said cost auditors for the financial year

2024- 2025 is set out in the Notice calling the 40^th Annual General Meeting of the Company.

The appointed Cost Auditors have certified that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for appointment within the meaning of the said Act.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. S. Shekhar & Co., Cost Accountants as Cost Auditors of the Company for auditing the Cost Records for the Financial Year 2024-25 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

10.3 Secretarial Auditor

In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee, had appointed Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ajit Mishra, Practicing Company Secretary was appointed to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March, 2024.

Secretarial Audit Report for the Financial Year ended on 31^st March, 2024, issued by Mr. Ajit Mishra, Practicing Company Secretary, in Form MR-3 forms part of this report and marked as "Annexure-A".

The said report contains no qualification/observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

The Board of Directors of the Company have, on the recommendation of Audit Committee, re-appointed Mr. Ajit Mishra, Practicing Company Secretary as Secretarial Auditors of the Company for the Financial Year 2024-25.

11. AUDITORS'' REPORT

The Directors wish to state that the Statutory Auditors of the Company has given unmodified opinion on the Standalone Financial Statements of the Company for the year ended 31^st March, 2024.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions were done on an arm''s length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The Board of Directors of the Company has reviewed the Policy on Related Party Transactions pursuant to the SEBI Notification No. SEBI/LAD-NRO/GN/ 2021/55 dated 9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: https://www.rungtairrigation.in/investor-information/download-info/policy-on-related-party-transactions/

The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure-B" to this Report.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders impacting the going concern status and Company''s operations in future have been passed by the Regulators or Courts or Tribunals.

14. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://www.rungtairrigation.in/investor-information/ download-info/mgt-7-2023-24/

15. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities. However, particulars of loans given, guarantees given and securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

16. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

17. RISK MANAGEMENT

The Provisions of constitution of Risk Management Committee has been made applicable by the SEBI has vide its Notification dated 5.5.2021 wherein it has made it mandatory for top 1000 listed entities on the basis of market capitalization as on close of previous financial year to have Risk Management Committee.

According the Company does not have Risk Management Committee as it is not applicable on your company and there is no risk which may threaten the existence of the Company as a going concern.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as "Annexure-D".

19. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no

material changes and commitments which could affect the Company''s financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business.

20. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT (Annexure -D)

A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions of Corporate Governance.

As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link: http://www.rungtairrigation.in/investor-information/download-info/whisle-blower-policy.

22. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

a) Statement showing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-E (I) which forms part of this Report.

b) Information pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-E(II) which forms part of this Report.

24. ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, Financial Institutions, Banks, Rating Agencies, for their continued co-operation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.

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Mar 31, 2023

Your Directors are pleased to present the Company''s 39th Annual Report and the Company''s Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2023, is summarized below:

PARTICULARS	STANDALONE
	2022-23 ^ lacs	2021-22 ^ lacs
Revenue from operation	13,013.36	7,025.84
Other Income	179.13	161.30
Total Revenue	13,192.49	7,187.14
Profit before Depreciation and Tax	-	-
Depreciation and amortization expenses	153.59	125.19
Profit Before Extraordinary items and Tax	400.91	173.98
Extraordinary Items	-	-
Tax Expense	-	-
(Current Tax)	104.92	(54.98)
(Deferred Tax)	(4.72)	(2.61)
Income Tax Related to Previous Year	2.39	(6.11)
Profit After Tax	298.32	127.72
Other Comprehensive Income	(0.30)	16.58
Total Comprehensive Income for the Year	298.02	144.30

FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

The Sales Turnover for the year under review is Rs.13,013.36 Lakhs as compared to Rs.7,025.84 Lakhs for the previous year. The company was able to earn a profit after tax for the year under review of Rs 298.32 Lakhs.

DIVIDEND

The Board of Directors of your Company has decided to Retain and Plough Back the Profit into the Business of the Company, thus no dividend is being recommended for this year.

TRANSFER TO RESERVES

During the financial year, there was no amount proposed to be transferred to the Reserves.

SHARE CAPITAL

As on March 31, 2023, the Paid-Up Equity Share Capital of the Company stood at Rs. 16,59,52,471/- . During the year, the Company raised the funds by way of a right issue for upto an aggregate amount of Rs. 1217.71

Lakhs. The Company has issued equity shares to existing shareholders on rights basis in view to pay off the existing unsecured loans, reducing the financial cost of the company and thus improving the EPS at large.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of the business of the Company.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate section on corporate governance practices followed by the Company (attached as Annexure-"A") confirming its compliance forms a part of this Annual Report, as per SEBI Regulations. Further, as per Regulation 34 read with Schedule V of the Listing Regulations, a Management Discussion and Analysis report is attached as Annexure "B".

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no present subsidiaries, joint ventures and associate companies.

WEB LINK OF ANNUAL RETURN. IF ANY

The Company is having website i.e. www.rungtairrigation.in and annual return of Company has been published on such website. Link of the same is given below: https://www.rungtairrigation.in/investor-information/download-category/rungta-annual-report/.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and state that:

a) In the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;

b) 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 at the end of the financial year 31^st March, 2023 and of the profit and loss of the Company for that period;

c) 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

ana for preventing ana detecting traua ana otner irregularities. mere were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

d) The directors had prepared the annual accounts on a going concern basis;

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

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

APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the Financial Year.

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

The Company has not made any such valuation during the Financial Year.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with SEBI Listing rules & Regulations.

Further, the Company has received declarations from all the Independent Directors stating that they meet the criteria of independence as given under Section 149 of the Companies Act, 2013 and the relevant provisions of SEBI Listing Regulations.

However, Mr. Vivek Aggarwal, one of the independent director in the board whose tenure comes to an end dated November 11, 2023, on the recommendation of the NRC, an opportunity was given to him for a further term of 5 years (Final term) as an Independent director subject to the approval of Shareholders in the ensuing Annual general Meeting to be held on 26^th September, 2023.

Mr. Abdul Kalam, one of the independent director in the board whose tenure comes to an end dated February 6^th, 2024, on the recommendation of the NRC, an opportunity was given to him for a further term of 5 years (Final term) as an Independent director subject to the approval of Shareholders in the ensuing Annual general Meeting to be held on 26^th September, 2023.

Mr. Abdul Kalam aged more than 75 years and the company has passed Special Resolution for his appointment for a further term of 5 Years.

Also, the company decided an expansion in the KMP''s, appointed Mr. Bajrang Kumar Bardia as Chief Executive Officer (CEO) on 13^th August, 2022 of the company in view of accelerating the overall growth and achieving the vision and mission of the company.

The company has appointed a new Company Secretary Ms. Ayushi Vijay in place of Mr. Prateek Sharma. Appointment of Ms. Ayushi Vijay was effective from 10^th November, 2022.

DECLARATION BY INDEPENDENT DIRECTORS

In terms with Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have submitted declarations that they meet the criteria of independence. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013.

PERFORMANCE EVALUATION

The Company has revised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Nonexecutive Directors and Executive Directors. The evaluation process inter alia considers the attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

REMUNERATION POLICY

The board has, on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy has been given in Corporate Governance Report forming part of Annual Report and it is also available on the website of the Company and the web link is https://www.rungtairrigation.in/investor-information/download-info/remuneration-policy

DEPOSITS

During the year under review, the company did not accept any deposits given under Chapter V of Companies Act, 2013.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place a formal policy for the prevention of sexual harassment of its employees at the workplace. The Company is in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has adopted a policy on Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. Further, during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2022-2023, there is no materially significant related party transaction with the Company''s Promoters, directors, the management or their relatives, which may have potential conflict with the interest of the Company at large. The Company has also formulated a policy on dealing with the Related Party Transactions (including for material related party transactions) and necessary approval of the Audit Committee and Board of Directors were taken, wherever required in accordance with the Policy.

The details of such policies for dealing with all related party transactions are disseminated on the website of the Company www.rungtairrigation.in.

In compliance with section 188(1) of the Companies Act, 2013, AOC-2 enclosed as "Annexure-E". Further, details of Related Party Transactions as required to be disclosed as per Indian Accounting Standard 24 "Related Party Disclosures" specified under section 133 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS

All Related Party Transactions are subjected to independent review w.r.t compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations.

All Related Party Transactions were placed before the Audit Committee for review and approval and it was observed that all such transactions were entered at Arm''s Length basis, in furtherance to this, the remuneration paid to Mr. Mahabir Prasad Rungta, Chairman cum Managing Director and his relatives and the sitting fee payment to non-executive cum Independent Directors for each Board/Committee meeting(s) attended were paid to Independent directors, shown under Related party disclosures segment under "Notes to the account" of Balance Sheet in terms of Indian Accounting Standard 24 issued by The Institute of Chartered Accountants of India.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Mamraj & Co., Chartered Accountants, whose tenure as statutory auditor comes to an end in the ensuing AGM to be held in September 2022, they were re-appointed for further Second and final 5 years term on the recommendation made by the Audit committee & with the approval of shareholders in the AGM for FY 2022.

The Statutory Auditor has confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditor. Further, in terms of the SEBI Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors'' Report to the Members on the Accounts of the Company for the year ended March 31, 2023, is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation or adverse remark. During the year 2023, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

COST AUDITORS

M/s. S. Shekhar & Co., Cost Accountants, was re-appointed as the Cost Auditor of the Company to carry out an audit of the cost records of the Company for the financial year 2023-2024.

The resolution seeking ratification of the remuneration to the said cost auditors for the financial year 20232024 is set out in the Notice calling the 39^th Annual General Meeting of the Company.

The appointed Cost Auditors have certified that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for appointment within the meaning of the said Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ajit Mishra, Practising Company Secretary was appointed as the Secretarial Auditor of the Company to undertake the Secretarial Audit in the prescribed form MR-3 for the financial year 2022-2023. The Secretarial Auditor''s report to the members is annexed to this report as "Annexure F". A Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr. Ajit Mishra, Practising Company Secretary, and submitted to the respective stock exchange.

During the year 2022-23, the Company had complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management process, addressing financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

An assurance of the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very nominal.

CORPORATE SOCIAL RESPONSIBILITY

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

STOCK EXCHANGE LISTING

Presently, the shares of the Company are listed on the Bombay Stock Exchange (BSE).

DISCLOSURES Meetings of the Board

The company has held 5 (Five) Board Meetings during the FY 2022-2023 on 23^rd May, 2022, 9^th June,2022, 13^th August,2022, 10^th November, 2022 and 13^th February, 2023 of the Board of Directors under review. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

Audit Committee

The Audit Committee comprises Executive Directors and Independent Directors namely Mr. Devesh Poddar (Chairman), Mr. Abdul kalam and Ms. Shruti Rungta. During the year all the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

Rungta Irrigation Limited has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and SEBI Listing Regulations. The Vigil Mechanism is supervised by an ''Ethics & Compliance Task Force'' comprising a member of the Board as the Chairperson and senior executives as members.

Protected disclosures can be made by a whistle-blower through an e-mail, or a dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and whistle-blower policy is put on the Company''s website and can be accessed at http://www.rungtairrigation.in/investor-information/download-info/whistle-blower-policy.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings, and outgo, as required to be disclosed under the Act, are provided in Annexure "H" to this Report.

Particulars of Employees and related disclosures

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015, it is necessary to disclose the ratio of remuneration of each director to the median employees'' remuneration.

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

S. No.	Name	Designation	Ratio
1.	Shri Mahabir Prasad Rungta	Chairman Cum Managing Director	3:5
2.	Shri Tarun Kumar Megotia	Whole Time Director	NA
3.	Smt. Shruti Rungta	Executive Director	NA
4.	Shri Abdul Kalam	Independent Director	NA
5.	Shri Devesh Poddar	Independent Director	NA
6.	Shri Vivek Agrawal	Independent Director	NA

S.	Name of the	Designation	% increase in Remuneration
No.	Director/KMP
	Mahabir Prasad Rungta	Chairman Cum Managing Director	66.67%
2.	Shruti Rungta	Executive Director	-
3.	Tarun Kumar Megotia	Executive Director	-
4.	Swati Garg	Chief Financial Officer	12%
5.	Bajrang Kumar Bardia	Chief Executive Officer	-
6.	Ayushi Vijay	Company Secretary & compliance officer	-

1. The number of permanent employees on the rolls of the company was 159 as on 31st March 2023.

2. It is hereby affirmed that the remuneration paid during financial year 2022-23 as per the remuneration policy of the company.

Acknowledgments

Your Directors hereby place on record their sincere thanks to the bankers, business associates, consultants and various Government Authorities for their continued support extended to your Company''s activities during the year under review. The Board also places on record their appreciation of the devoted services of the employees. Your Directors also acknowledges the support and confidence reposed by the shareholders on the company.

For and on behalf of the Board of Directors

SD/-

Mahabir Prasad Rungta Chairman cum Managing Director Delhi, August 09, 2023

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Review of Performance

The Financial Results of the Company of the year ended 31st March 2014 is summarized below:

(Amount in Rs. Lacs)

Particulars Financial Year Ended

31st March,2014 31stMarch, 2013

Sales and other income 6503.92 6439.58

Profit/ loss (before dep. & tax) 280.9 295.08

Depreciation 132.27 153.49

Profit before tax 148.67 141.59

Less: Provision tax 57.00 53.05

Add/(Less): Provision of Tax for earlier years - -

Add/(Less): Deferred Tax Liability(Net) 7.23 08.79

Profit after tax 98.90 97.33

Prior Period Adjustment - 00.30

Net Profit 98.90 97.63

Year in Retrospect

The Sales turnover for the year under review was Rs. 6503.92 lacs as compared to Rs.6439.58 Lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 98.90 Lacs as against a profit of Rs. 97.63 lacs for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Director''s Report.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2014 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 73 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

c. Foreign Exchange Earnings and Outgo:

(Amount in Rs. Lacs)

2013-2014 2012- 2013

Total Foreign Exchange Inflow 534.76 136.77

Total Foreign Exchange outflow .52 0.329

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 134(5) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, Mr. Vikash Kumar Megotia and Mr. Anuj Kumar Singh (w.e.f 29th March, 2014 and 23rd June, 2014 ) was appointed as an Additional Director of the Company.

The appointment of above Additional Director as Director of the company is placed before the members for consideration.

However, due to some preoccupation, Mr. Manish Kumar Megotia, Mr. Vikash Kumar Megotia and Ms. Priya Rungta had resigned from the Directorship of the Company on 2nd April, 2013, 2nd April, 2013 and 20th July, 2013 respectively.

Mr. Manish Kumar Megotia and Mr. Vikash Kumar Megotia was again appointed as an Additional Director of the Company by the Board of Directors of the company at their meeting duly held on 2nd August, 2013.

However, due to some preoccupation, Mr. Vikash Kumar Megotia had again resigned from the directorship of the Company as on 20th February, 2014 and again appointed as an Additional Director of the Company with effect from 29th March, 2014.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. M. P. Kaushik, Mr. Devanand Mishra are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends their re-appointment.

Auditors

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under proviso(2) of section 139 of the Companies Act, 2013, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re-appointment.

Directors'' Responsibility Statement

In terms of the provisions of section 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, The attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

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

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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

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

d. The Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange, Calcutta Stock Exchange and Delhi Stock Exchange.

The Company has already made an application for de-listing its equity shares from Delhi Stock Exchange and Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Rungta Irrigation Ltd.

Date: 16th July, 2014 sdI- Place: New Delhi (M. P. RUNGTA) Chairman Cum Managing Director

---

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Review of Performance

The Financial Results of the Company of the year ended 31" March 2013 are summarized below:

(Amount in Rs. Lacs)

Financial Year Ended

Particulars 31st March, 2013 31* March,2012

Sales and other Income 6439.58 8223.12

Protit / Loss (before Pep. & Tax) 295.08 318.89

Depreciation 153.49 157.88

Profit before Tax 141.59 161.01

Less : Provision for Tax 53.05 55.40

Add / (Less): Provision of Tax For Earlier Years - -

Add / (Less): Deferred Tax Liability (Net) 08.79 04.64

Profit After Tax 97.33 110.25

Prior Period Adjustment 00.30 00.79

Net Profit 97.63 111.04

Year In Retrospect

The Sales turnover for the year under review was Rs. 6439.58 lacs as compared to Rs. 8223.12 lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 97.63 lacs as against a profit of Rs. 111.04 lacs for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Director''s Report.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31" March, 2013 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the

Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58Aof the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Aditya Ishwardas Rasiwasia (w.ef 2nd April 2013) and Mr. Samrat Jain(w.e.f 20th July 2013 was appointed as an Additional Director. However, due to some preoccupation, Mr.Manish Kumar Megotia, Mr. Vikash Kumar Megotia who had resigned from the Directorship of the Company with effect from 2nd April 2013 respectively were reappointed as Additional Director by the Board on 2nd August 2013.

The appointment of above Additional Director as Director of the Company is placed before the members for consideration.

However ,due to some preoccupation, Ms. Priya Rungta had resigned from the Directorship of the Company with effect from 20*'' July 2013 respectively.

Mr. N. Krishnamurthy, Joint Managing Director and Mr. Tarun Kumar Megotia, Executive Director was reappointed as Joint Managing Director and Executive Director respectively in Board Meeting held on 3rd August 2013, whereas Ms. Shruti Rungta was appointed as Executive Director in Board Meeting held on 3rd August 2013 subject to approval of shareholders in ensuing Annual General Meeting..

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. S.K. Poddar and Mr. Prakash Kumar Megotia are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends their re-appointment.

Auditors

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1 B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Information and Explanation on remarks on the Auditors Report

1. Regarding Non redemption of Cumulative Redeemable Preference Shares subscribed by IDBI Bank Ltd., Now the issue with IDBI Bank Ltd. has been resolved under one time settlement scheme. Company has paid all dues in this respect and has not defaulted in repayment of dues in respect of any Bank or Financial Institutions.

Director''s Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

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

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 as at 3151 March, 2013 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Acknowledgement ¦

Your Directors take this opportunity to place on record their sincere appreciation for the co operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For Rungta Irrigation Ltd.



Sd/-

Date: 9th August.2013 (M.P. RUNGTA)

Place: New Delhi Chairman Cum Managing Director

---

Mar 31, 2012

Dear Members

The Directors have pleasure in presenting the Twenty Eighth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Review of Performance

The Financial Results of the Company of the year ended 31st March 2012 are summarized below:

(Amount in Rs. Lacs)

Particulars Financial Year ended 31st March, 2012 31st March, 2011

Sales and other income 8223.12 6171.13

Profit/loss (before dep. & tax) 318.89 334.76

Depreciation 157.88 125.14

Profit before tax 161.01 209.62

Less: Provision for tax 55.40 58.61

Add/(Less): Provision of Tax for earlier years - 17.03

Add/(Less): Deferred Tax Liability(Net) 4.64 (8.57)

Profit after tax 110.25 159.47

Prior Period Adjustment 0.79 1.66

Net Profit 111.04 161.13

Year in Retrospect

The Sales turnover for the year under review was Rs. 8223.12 lacs as compared to Rs. 6171.13 lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 111.04 lacs as against a profit of Rs.161.13 lacs for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Director''s Report.

Material Changes etc.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2012 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy : The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption : The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

c. Foreign Exchange Earnings and Outgo :

(Amount in Rs. Lacs)

2011-2012 2010-2011

Total Foreign Exchange Inflow 181.57 78.59

Total Foreign Exchange outflow 0.34 0.18

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. M.P. Kaushik, Mr. Devanand Mishra and Ms. Priya Rungta are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommends their re- appointment.

Auditors

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1 B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Information and Explanation on remarks on the Auditors Report:

1. In respect of auditors observation regarding interest not being charged from unsecured loan given to one party, it is clarified that the Company had given ICD to Rungta Projects Ltd. (RPL) which was recalled in Oct-Nov 2009 because of fund requirement of the Company. As the loan was recalled,no interest is being charged from November 2009 onwards.We are trying to recover the outstanding .To put pressure,we also issued legal notice to RPL again. We are sure to recover the full amount and we do not see any reason to make any provision for doubtful debt for the same

2. Regarding Non redemption of Cumulative Redeemable Preference Shares subscribed by IDBI Bank Ltd., the Company is trying to resolve the issue to redeem the Preference Shares at the earliest.

3. Regarding investment in Capital of Patnership firm, we are taking necessary efforts to get the Balance Sheet prepared and due to this effort we realise Rs 4,10,000/- during the current year from Kishan Maharaj & Co. However, this being Partnership Firm, we are not in full control of the affairs and the other partner is not taking proper interest perhaps because of no business activity in the Firms. We are hopeful to realise the full amount of Capital because these Firms have properties with sufficient value.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

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

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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The-shares of the Company are listed on the Bombay Stock Exchange, Calcutta Stock Exchange and Delhi Stock Exchange.

The Company has already made an application for de-listing its equity shares from Delhi Stock exchange and Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For Rungta Irrigation Ltd.

Sd/-

Date : 30th July, 2012 (M. P. Rungta)

Place : New Delhi Chairman Cum Managing Director

---

Mar 31, 2011

Dear Members

The Directors have pleasure in presenting the Twenty Seventh Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2011.

Review of Performance

The Financial Results of the Company of the year ended 31st March 2011 are summarized below:

(Amount in Rs. Lacs) Particulars Financial Year ended 31st March, 2011 31st March,2010

Sales and other income 6171.13 3881.02

Profit/ loss (before dep. & tax) 336.42 174.30

Depreciation 125.14 (86.22)

Prof it before tax 211.28 88.08

Provision for tax 58.62 27.96

Provision for Fringe Benefit Tax

(Short)/Excess provision of Tax for earlier years 17.03 (0.24)

(Short)/Excess deferred income tax Liability (8.57) 0.93

Profit after tax 161.13 60.82

Add: Balance brought forward from last year 331.36 270.54

Total amount available for appropriation 492.49 331.36

Appropriations:

Less: Dividend on preference Share and Dividend Tax

Balance carried to Balance Sheet 492.49 331.36

Year in Retrospect

The Sales turnover for the year under review was Rs. 6171.13 lacs as compared to Rs. 3881.02 lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 161.13 lacs as against a profit of Rs. 60.82 lacs for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Director's Report.

Material Changes etc.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2011 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

Mr. R.K. Bansal was appointed as Additional Director on 9th April 2010 and has resigned from the position of the Additional Director of the Company with effect from 20th July, 2010.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Prakash Kumar Megotia, Mr.Manish Kumar Megotia and Mr. Vikash Kumar Megotia are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommend their re-appointment.

Auditors

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1 B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re-appointment.

Auditors' Report

Information and Explanation on remarks on the Auditors Report:

1. In respect of auditors observation regarding interest not being charged from unsecured loan given to one party, it is clarified that the Company had given ICD to Rungta Projects Ltd. (RPL) which was recalled in Oct-Nov 2009 because of fund requirement of the Company. As the loan was recalled, no interest is being charged from November 2009 onwards. We are trying to recover the outstanding To put pressure, we also issued legal notice to RPL again. We are sure to recover the full amount and we do not see any reason to make any provision for doubtful debt for the same

2. Non redemption of Cumulative Redeemable Preference Shares subscribed by IDBI Bank Ltd. is due to dispute of the Company with IDBI Bank Ltd. The Company is trying to resolve the dispute and redeem the Preference Shares issued to IDBI.

3. Regarding investment in Capital of Partnership Firms, we are taking necessary efforts to get the Balance Sheet prepared and due to this effort we realised Rs 4,80,000 /- from Kishan Maharaj & Co. However, this being Partnership Firm, we are not in full control of the affairs and the other partner is not taking proper interest perhaps because of no business activity in the Firms. We are hopeful to realise the full amount of Capital because these Firms have properties with sufficient value.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

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

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 as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange, Delhi Stock Exchange and Calcutta Stock Exchange.

The Company has already made an application for de-listing its equity shares from the Delhi Stock Exchange and Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Rungta Irrigation Ltd.

Date : 2nd August, 2011 Sd/- (M. P. Rungta)

Place : New Delhi Chairman Cum Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2010.

Review of Performance

The Financial Results of the Company of the year ended 31st March 2010 are summarized below:

(Amount in Rs. Lacs) Financial Year ended

Particulars 2009-10 2008-09

Sales and other income 3881.02 3582.47 Profit/ loss (before dep.& tax) 174.30 175.33 Depreciation (86.22) (81.83) Profit before tax 88.08 93.50 Provision for tax 27.96 (23.51) Provision for Fringe Benefit Tax - (5.80) (Short)/Excess provision of Tax for earlier years (0.24) (2.16) (Short)/Excess deferred income tax Liability 0.93 (1.79) Profit after tax 60.82 58.98 Add: Balance brought forward from last year 270.54 211.56 Total amount available for appropriation 331.36 270.54

Appropriations: Less: Dividend on preference Share and Dividend Tax Balance carried to Balance Sheet 331.36 270.54

Year in Retrospect

The Sales turnover for the year under review was Rs. 3881.02 lacs as compared to 3582.47 lacs for the previous year. The Company was able to earn a profit after tax for the year under review is Rs. 60.82 lacs as against a profit of Rs. 58.98 for the previous year.

The detailed Management Discussion & Analysis Report is attached hereto with the Directors Report and should be read as part of this Directors Report.

Material Changes etc.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March, 2010 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy: The Company is continuously making sincere efforts towards conservation of energy. Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

b. Technology Absorption: The Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same.

c. Foreign Exchange Earnings and Outgo:

(Amount in Rs. Lacs)

2009-2010 2008-2009

Total Foreign Exchange Inflow 21.71 33.45 Total Foreign Exchange outflow 0.13 NIL

Particulars of Employees

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting of the Company, Ms. Shruti Rungta (w.e.f 24th November, 2009), Ms. Priya Rungta (w.e.f. 24th November, 2009), Mr. Prakash Kumar Megotia (w.e.f. 29th March, 2010) were appointed as an Additional Director. Mr. Shruti Rungta was designated as Executive Director of the Company with effect from 24th November 2009. In terms of provisions of the Companies Act, 1956, they hold the office till the date of ensuing Annual General Meeting of the Company. The appointment of above Additional Directors as Directors of the Company is placed before the members for consideration.

However, due to some preoccupation, Mr. Prakash Kumar Megotia, Mr. Rajesh Agarwal, Mr. B.S Brahmachari and Mr. Alok Rungta had resigned from the Directorship of the Company with effect from 31st July, 2009, 31st July, 2009, 05th November, 2009 and 31st March 2010 respectively. Mr. R.S. Rungta has been vacated from the position of the Directorship of the Company under provisions of the Section 274(1 )(g) of the Companies Act, 1956 with effect from 20th October, 2009.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Devanand Mishra, Mr. S.K Poddar and Mr. M.P Kaushik are liable to retire by rotation and being eligible offer themselves for re-appointment. Board recommend their re-appointment.

Auditors

M/s K. Kedia & Co., Chartered Accountants, Statutory Auditors of the Company has shown their unwillingness to continue as Auditors of the Company for the financial year 2010-11 and submitted their resignation for the same.

The Board has recommended M/s. Andros & Co., Chartered Accountants, New Delhi to be the new Statutory Auditors of the Company who have provided written certificate under the provisions of Section 226 of the Companies Act, 1956 and being eligible offer themselves for appointment in the ensuing Annual General Meeting. A certificate under section 224(1 B) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment, has been obtained from them. Your Directors recommend their re- appointment.

Auditors Report

Information and Explanation on remarks on the Auditors Report:

1. In respect of auditors observation regarding interest not being charged from unsecured loan given to one party, it is clarified that the Company had given ICD to Rungta Projects Ltd. (RPL) which was recalled in Oct-Nov 2009 because of fund requirement of the Company. As the loan was recalled, no interest is being charged from November 2009 onwards. We are trying to recover the outstanding. To put pressure, we also issued legal notice to the RPL. We are sure to recover the full amount and we do not see any reason to make any provision for doubtful debt for the same.

2. Non redemption of Cumulative Redeemable Preference Shares subscribed by IDBI Bank Ltd. is due to dispute of the Company with IDBI Bank Ltd. The Company is trying to resolve the dispute and redeem the Preference Shares issued to IDBI.

3. Regarding investment in Capital of Partnership firm, we are taking necessary efforts to get the Balance Sheet prepared and due this effort we realise Rs. 59,95000/- from Maruti Minerals. However, this is being partnership Firm, we are not in full control of the affaires and the other partner is not taking proper interest perhaps because of no business activity in the Firms. We are hopeful to realise the full amount of Capital because these Firms have properties with sufficient value.

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

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

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 as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Bombay Stock Exchange, Delhi Stock Exchange and Calcutta Stock Exchange.

The Company has already made an application for de-listing its equity shares from the Delhi Stock Exchange and Calcutta Stock Exchange.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Rungta Irrigation Ltd.

Sd/- Date : 28th August, 2010 (M. P. Rungta) Place: New Delhi Chairman Cum Managing Director