Directors Report of Raghav Productivity Enhancers Ltd.

Mar 31, 2025

We are delighted to present on behalf of Board of Directors, the 16^th Annual Report of Raghav Productivity Enhancers Limited (the company or Raghav) along with Audited Financial Statement for the financial year ended March 31, 2025.

To support âGreen initiative'', the Abridged Integrated Annual Report has been sent to the Members whose e-mail ids are not registered with the Company / Depositories.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS			(Rs. In Lakhs except EPS)
Particulars	Standalone		Consolidated
	31/03/2025	31/03/2024	31/03/2025	31/03/2024
Revenue from operations	11537.75	11875.46	19964.79	13276.57
Other Income	246.73	84.89	131.69	37.50
Total Income	11784.48	11960.35	20096.48	13314.07
Finance Costs	11.75	16.34	87.36	67.27
Depreciation and amortization expenses	265.37	269.15	645.32	496.85
Total Other Expenses	4911.07	4187.12	8339.80	4909.28
Profit/(Loss) Before Tax	2883.39	3391.61	4770.80	3478.98
Less: Tax Expenses	743.95	866.97	1073.46	881.98
Net Profit/ (Loss) After Tax	2139.44	2524.64	3697.35	2597.00
Earnings per share (Basic)	4.66	5.50	8.05	5.66
Earnings per share (Diluted)	4.66	5.50	8.05	5.66

2. RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

During the year under review, your Company has achieved consolidated revenue from operations of Rs. 19964.79 Lakhs and an Operational Profit (PBT) of Rs. 4770.80 Lakhs.

After deduction all expenses, the company has earned Net Profit after Tax from operations of Rs. 3697.35 Lakhs

Company has Installed Vertical Shaft Impact (VSI) Machine and Ball Mill machines which are intended to serve as standby units to the existing machinery, considering the age of the plant and its prolonged operational use. The installed production capacity of the plant is unchanged at 1,44,000 metric Tonnes per annum (MTPA).

Raghav Productivity Solutions Private Limited, wholly owned subsidiary of Company has installed a third Programmable Logic Controller (PLC) line for manufacturing of ramming mass. Based on technical trials and performance assessment, the new PLC line is expected to contribute an additional 90,000 Metric Tonnes per annum. Consequently, as indicated by one month of technical trials post installation of the third PLC machine, the total installed capacity of the plant is expected to increase to 2,70,000 Metric Tonnes per annum.

Company is having good sales visibility due to setting up of the new technology and the Board of Directors are hopeful to reap more profits in the coming years as well.

On 17th May, 2024 Board of Directors has approved the NSE listing of 22,95,2600 equity shares of the Company, the company got listed on National Stock Exchange Limited w.e.f 8th August, 2024.

Further As on 31st December, 2024 Average Market Capitalization of Company in Stock Exchange''s, your Company comes in Top 1000 Listed Companies of India.

3. DIVIDEND

Your Company has always endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

The Board of Directors recommended a dividend of Rs.

1.00/-per fully paid up Equity Share (previous year Rs. 1.00/-) of face value of Rs. 10/- each for the financial year ended March 31, 2025. The total Dividend outgo amounts to Rs. 4.59 Crores/-(previous year 2023-24 Rs. 2.06 Crore).

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board doesn''t propose to transfer any amount to General Reserve in terms of Section 134(3)(j) of the Companies Act, 2013 (âthe Actâ) for the financial year ended on March 31,2025. Further, the Balance specified in the individual head is detailed as below:

			(Rs. In Lakhs)
	S. Reserve Head No.	Opening Addition Balance	Deduction Closing Balance
	1. Securities Premium Account	3237.41 -	2295.26 942.15
	2. Surplus/ Profit and Loss Account	10338.28 2146.97	206.57 12278.68
5.	CHANGE IN NATURE OF BUSINESS
	There was no change in the nature of business of the Company during the financial year 2024-2025.
6.	INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES
	Name of Company	CIN	Type
	Raghav Productivity Solutions Private Limited	U26990RJ2020PTC072716 Wholly owned Subsidiary

Raghav Productivity Solutions Private Limited is wholly Owned Subsidiary of the company and engaged in the business of manufacturing and trading of Ramming Mass. During the year Company has a net profit of Rs. 1562.90 Lakhs and no such major activity has been done. There has been no material change in the nature of the business of the subsidiary.

Further considering Financial Results approved by Board of Raghav on 30th April, 2025, Raghav Productivity Solutions Private Limited became a material Subsidiary of Raghav Productivity Enhancers Limited w.e.f 1st April, 2025

Pursuant to the provisions of section 129(3) of the Act, the Company has prepared Consolidated Financial Statements which forms part of this Annual Report. A separate statement providing details of performance and salient features of the financial statements of the Company''s Subsidiary in prescribed Form AOC-1 is annexed as âAnnexure-1'' to this report.

The Audited Financial Statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at i.e. www.rammingmass. com The financial statements of the subsidiary, as required are available on the Company''s website and can be accessed at i.e. www.rammingmass.com. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

Further, there was no Company which has ceased to be Company''s Subsidiary, Joint Venture or Associate Company during the financial year ended on March 31, 2025.

7. CHANGES IN CAPITAL STRUCTURE

Ason 31st March, 2024, the Authorised Share Capital of the Company stood at Rs. 23,00,00,000/- (Rupees Twenty-Three Crores Only), while the Paid-up Share Capital was Rs. 22,95,26,000/- (Rupees Twenty-Two Crores Ninety-Five Lakhs Twenty-Six Thousand Only).

During the year under review, the following changes were made:

Increase in Authorised Share Capital:

The Board of Directors, at its meeting held on 18th October, 2024, recommended an increase in the Authorised Share Capital of the Company from Rs. 23,00,00,000/- to Rs. 50,00,00,000/- (Rupees Fifty Crores Only), divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The said increase was approved by the shareholders through Postal Ballot on 21st November, 2024. Accordingly, the Authorised Share Capital of the Company now stands at Rs. 50,00,00,000/- (Rupees Fifty Crores Only).

Issue of Bonus Shares:

The Board of Directors, at its meeting held on 18th October, 2024, also recommended the issue of 2,29,52,600 Bonus Equity Shares in the ratio of 1:1 (i.e., one bonus equity share for every one existing equity share held), at a face value of Rs. 10/- each. The issuance of bonus shares was approved by the shareholders through Postal Ballot on 21st November, 2024, and the shares were duly allotted on 2nd December, 2024.

All statutory proceedings and compliances related to the issuance of bonus shares were completed within the timelines prescribed under applicable laws.

Consequent to the allotment of bonus shares, the Paid-up Equity Share Capital of the Company increased to Rs. 45,90,52,000/-(Rupees Forty-Five Crores Ninety Lakhs Fifty-Two Thousand Only), divided into 4,59,05,200 (Four Crores Fifty-Nine Lakhs Five Thousand Two Hundred) Equity Shares of Rs. 10/- each.

8. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025 is available on the Company''s website and can be accessed at www.rammingmass.com

9. MATERIAL CHANGES AND COMMITMENTS

As on 30th April, 2025, Board of Directors in their meeting held on 30th April, 2025 made allotment of 6760 equity shares @ face value of Rs. 10/- each and premium of Rs. 297.36/- shares to specific list of employees under ESOP Scheme 2018 which increase the paid up capital of Company to Rs. 45, 911,9600 (Forty five crore ninety one lakh nineteen thousand six hundered only) comprising of Rs. 45911960 shares @face value of Rs. 10/- each.

Further other than above there are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

10. MATERIAL ORDERS

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

11. CORPORATE SUSTAINABILITY

At Raghav, sustainability constitutes a fundamental component of the Company''s core values and operational philosophy. It is integrated into decision-making processes, governance standards, and business conduct across all levels of the organisation. The Company applies Environmental, Social, and Governance (ESG) principles throughout its operations and value chain, with the objective of fostering sustainable, inclusive, and equitable outcomes.

This ESG commitment is operationalised through defined, measurable initiatives that support environmental responsibility, promote workforce well-being and inclusion, strengthen community partnerships, and generate long-term value for stakeholders. The approach is designed to address current priorities while maintaining a long-term perspective on resource stewardship and intergenerational equity.

Through its Corporate Social Responsibility (CSR) initiatives, Raghav engages with local communities and non-governmental organisations to deliver targeted interventions in the areas of education, empowerment, environment, and healthcare. These efforts are structured to improve quality of life and build resilience among marginalised populations.

The Company endeavours to exceed statutory requirements and benchmark itself against recognised sustainability practices. Its ESG disclosures align with national and international frameworks, including the United Nations Sustainable Development Goals (SDGs) and the National Guidelines on Responsible Business Conduct (NGRBC).

Our progress across various dimensions of corporate sustainability has contributed to its recognition in the ESG domain. Details of such recognitions and initiatives are provided in the Company''s sustainability reports. This is Raghav''s first time reporting under the Business Responsibility and Sustainability Report (BRSR), and we are proud to include it as part of our annual report. The Company remains committed to upholding the principles of transparency, ethical conduct and continuous improvement in all aspects of its sustainability agenda.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of section 186 of the Act and Schedule V of the Listing Regulations, the company has made investment in its wholly owned subsidiary details of which are provided in the financial statements. Further, there are no loans granted, guarantees given or issued or securities provided by your Company in terms of section 186 of the Act, read with the rules issued there under.

13. RELATED PARTY TRANSACTION

During the financial year ended March 31, 2025, all transactions with the Related Parties as defined under section 188 the Act read

with rules framed there-under and Regulation 23 of the Listing Regulations were in the âordinary course of business'' and âat arm''s length'' basis. Considering Financial Statement of Financial Year 2024-25, Raghav Productivity Solutions Private Limited, wholly owned Subsidiary of your Company has become a âMaterial Subsidiary'' as defined under Regulation 16(1)(c) of the Listing Regulations w.e.f 1st April, 2025

During the year under review, the Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on a periodic basis. During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company except with the wholly owned subsidiary.

Further As per SEBI (LODR) Regulations, 2015 and Companies Act, 2013 transactions entered into between a holding company and its wholly owned subsidiary is exempted from any type of approvals whether by Board or shareholders.

There are no particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act. Necessary disclosures required under the AS-18 have been made in Note No. 33 of the Notes to the Financial Statements for the year ended March 31, 2025.

Your Company has formulated a Policy on materiality of Related Party Transactions and the said Policy has been uploaded on the website of the Company and can be accessed at www.rammingmass.com. Further, your Company has an internal mechanism for the purpose of identification and monitoring of Related Party Transactions.

14. Employee Stock Option Scheme

During the year, your Company had âRaghav Productivity Enhancers Limited Employee Stock Option Scheme 2018 (RPEL ESOP Scheme 2018) The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations is mentioned below:

DISCLOSURES WITH RESPECT TO EMPLOYEE STOCK OPTION SCHEMES OF THE COMPANY PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 AS ON MARCH 31, 2025

During FY25, the Company had only one Employee Stock Option Scheme:

1. Raghav Productivity Enhancers Limited Employees Stock Option Scheme 2018â (âRPEL ESOP Scheme 2018â)

During the financial year under review there has been no material change in the Employee Stock Option Schemes (âESOP Schemes'') of the Company and the same are in compliance with the Companies Act, 2013 read with rules thereunder and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other SEBI Regulations, if any.

Disclosures required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are as under:

A. Relevant disclosures in terms of accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the ''Guidance note on accounting for employee share-based payments'' issued in that regard from time to time.

For details, shareholders may refer to the audited financial statement which forms part of the Integrated Annual Report FY2024-25.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ''Indian Accounting Standard 33 - Earnings Per Share'' issued by Central Government or any other relevant accounting standards as issued from time to time.

Diluted EPS as per Standalone financial statement for ESOP Schemes for the year ended March 31, 2025 is: INR 8.05

C. Details related to RPEL ESOP Scheme 2018

I. Description including the general terms and conditions of RPEL ESOP Scheme 2018 is as follows:

Particulars	ESOP Scheme 2015
Date of shareholders'' approval	1st May, 2018 3rd April, 2024
Total number of options approved under ESOP scheme	16,08,208
Vesting requirements	Vesting will commence one year after the date of Grant at the rate as stated in grant letter
Exercise price or pricing	The exercise price per Option
formula	shall not be less than face value of one equity share and shall not exceed fair market price of the equity share of the Company as on date of grant of Option, which may be decided by the Nomination & Remuneration Committee/ Board.
Maximum term of options granted	6 years
Source of shares (primary, secondary or combination)	Primary
Variation in terms of options	The route of administration of the Scheme is through âDirect routeâ.

II. Option movement during FY25:
Particulars	ESOP Scheme - 2018
Number of options outstanding at the beginning of the period i.e. April 1,2024	77000
Number of options granted during the year*	-
Number of options Cancelled/forfeited/ lapsed during the year	9400
Number of options vested during the year	-
Number of options exercised during the year	-
Number of shares arising as a result of exercise of options	-
Money realized by exercise of options, if scheme is implemented directly by the Company (INR)
Loan repaid by the Trust during the year from exercise price received	N.A.
Number of options outstanding at the end of the year i.e. March 31,2025	67600
Number of options exercisable at the end of the year i.e. March 31,2025	-

i. Method used to account for ESOP (Intrinsic or fair value): Fair Value

ii. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Not Applicable

III. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock: Not Applicable

IV Employee wise details (name of employee, designation,

number of options granted during the year, exercise price) of options granted to - Not Applicable

a. Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: Nil

b. Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year: Nil

c. Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: Nil

V. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: Not Applicable

The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBI Regulations is given in âAnnexure 2'' to this Report.

15. CREDIT RATINGS

During the financial year 2024-2025, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:

Facilities	Ratings
Long Term Bank Facilities	CRISIL A-/Stable

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

16. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31, 2025 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

The frequency of Board Meetings and quorum at such meetings were in accordance with the Act, the Listing Regulations and Secretarial Standards-1 on Meetings of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Act and the Listing Regulations.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

As on March 31, 2025, the total Board strength comprises of 8 Directors out of which 2 Directors are Executive - Non Independent Directors, 1 Director is Non-Executive - Non Independent Directors and 5 are Non-Executive - Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors.

The Company''s Board Members are from diverse backgrounds with skills and experience in critical areas like Marketing, Finance & Taxation, Economics, Law, Governance etc. Further, all Independent Directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring the best interests of stakeholders and the Company. They take active part at the Board and Committee Meetings by providing valuable guidance to the management on various aspects of Business, Policy Direction, Compliance etc. and play critical role on issues, which enhances the transparency and add value in the decision making process of the Board of Directors. The composition of the Board also complies with the provisions of the Act and Regulation 17(1) of Listing Regulations. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements.

During the year under review, the following changes occurred in the Board of Directors:

A) Retire By Rotation

â¢ In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act, Mr. Sanjay Kabra, Whole-Time Director of the company, whose office is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

Necessary resolutions for the appointment/ re- appointment of aforesaid Directors, wherever applicable, have been incorporated in the notice convening the ensuing AGM. As required under the listing regulations and Secretarial Standards on General Meetings issued by ICSI, the relevant details of Directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished as âAnnexure A to the notice of AGM.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India.

18. NUMBER OF MEETINGS OF THE BOARD

Six (6) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

19. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

e) Bank & Credit Committee

f) Risk Management Committee

The Committees'' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

20. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 all five Independent Directors of the company have registered their name as Independent Directors in Database of IICA and Mr. Govind Saboo and Mrs. Rajni Sekhri Sibal has passed the online proficiency self-assessment test and Mr. Praveen Totla, Mr. Amar Lal Daultani and Mr. Hemant Nerurkar Madhusudan are exempted to clear the said online proficiency self-assessment test.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company'' website and can be accessed at i.e. www.rammingmass.com

Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably

anticipated, that could impair or impact their ability to discharge their duties. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct prescribed in Schedule IV to the Act.

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

I n compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

The details of the familiarization program for Independent Directors are available on the Company''s website and can be accessed at www.rammingmass.com

22. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

The performance evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees of Board processes, manner of conducting the meetings, review of performance of Executive Directors, value addition of the Board members and corporate governance, succession planning, strategic planning, 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 above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Board founded the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year

23. AUDITOR AND REPORT THEREON Statutory Auditor

M/s. A. Bafna & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were appointed as Statutory Auditors of the Company, at the Annual General Meeting held on June 25, 2021 for a period of five years from the conclusion of 12th Annual General Meeting till the conclusion of 17th Annual General Meeting to be held in year 2026.

In this regard and rules made there-under, the Company has received certificate from the in accordance with provisions of Section 141 of the Act.

M/s. A. Bafna & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2024-25, which forms part of the Annual Report 2024-25.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, The Board of Directors has appointed M/s. ARMS & Associates LLP Company Secretaries as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2024-25.

Accordingly, they have conducted Secretarial Audit for the Financial Year 2024-25 and Secretarial Audit Report in Form MR-3 is enclosed herewith as âAnnexure 3''. Pursuant to provisions of Regulation 24A of Listing Regulations, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y 2024-25. Both the reports do not contain any qualification, reservation or adverse remark.

Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board on recommendation of Audit Committee has recommended appointment of M/s ARMS & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 1,2025 till March 31,2029. A resolution seeking shareholders'' approval for the appointment of M/s ARMS & Associates LLP, Company Secretaries as Secretarial Auditors has been included in the notice of the ensuing Annual General Meeting of the Company.

Internal Auditor

In accordance with the provisions of section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s Birla Gupta & Co., Chartered Accountants,

Jaipur (FRN: 020802C) as Internal Auditor of the Company for the financial year 2024-2025.

The Internal Audit Report was received yearly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2024-2025 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2024-2025, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

M/s Birla Gupta & Co., Chartered Accountants, Jaipur have been re-appointed by the Board, to conduct the Internal Audit of the Company for the financial year 2025-2026.

24. INSIDER TRADING PREVENTION CODE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has adopted an âInternal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons'' (âthe Codeâ).

The Code is applicable to Promoters, Member of Promoter''s Group, all Directors and such Designated Employees and other connected persons who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer to regulate, monitor and report trading adherence to the PIT Regulations. The same is available on the website of the Company at www.rammingmass.com

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the company has set up a Direct Touch initiative, under which all Directors, employees/ business associates have direct access to the Chairman of the Audit Committee for this purpose. The Company promotes ethical behavior in all its business activities and in line with the best international governance practices, Raghav has established a system through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The Whistle-Blower Protection Policy aims to:

â¢Allow and encourage stakeholders to bring to the Management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

â¢Ensure timely and consistent organizational response.

â¢ Build and strengthen a culture of transparency and trust.

â¢ Provide protection against victimization.

The above mechanism has been appropriately communicated within the Company across all levels and has been displayed on the Company''s intranet as well as on the Company''s website and can be accessed at www.rammingmass.com

During the financial year, no whistle blower event was reported and mechanism is functioning well. The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on regular basis. The Committee has, in its report, affirmed that no personnel have been denied access to the Audit Committee.

26. CORPORATE SOCIAL RESPONSIBILITY

The company''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in âAnnexure 4â of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company''s website and can be accessed at https://tiimg.tistatic.com/fm/1116159/ csr-policv-new.pdf

27. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders'' value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. This Policy is available on the Company''s website and can be accessed www.rammingmass.com.

28. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In order to prevent sexual harassment of women at workplace âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an âInternal Complaints Committeeâ for prevention and redressal of sexual harassment at Workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

Number of complaints pending at the beginning of the Financial	: NIL
Year
Number of complaints received during the Financial Year	: NIL
Number of complaints disposed off during the Financial Year	: NIL
Number of complaints unsolved at the end of the Financial Year	: NIL
Number of cases pending for more than ninety days	: NIL

â¢ Disclosure under the Maternity Benefit Act, 1961

The provisions of the Maternity Benefit Act, 1961 are applicable to the Company. However, during the financial year 2024-25, there were no instances requiring compliance under the said Act. The Company remains committed to adhering to all applicable labour and welfare legislations.

29. NOMINATION AND REMUNERATION POLICY

The Company''s policy on Appointment and Remuneration of Directors, Senior Management Personnel and other matters as per the provisions of section 178 (3) of the Act is available on the Company''s website and can be accessed at www.rammingmass.com

Further, the silent features of the policy have been disclosed in the Corporate Governance Report, which is a part of this Report.

30. PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 16th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in âAnnexure-5'' and forms part of this Report.

31. DEPOSITS FROM PUBLIC

During the financial year under review, the Company has neither invited nor accepted or renewed any deposit from public, shareholders or employees and no amount of principal or interest on deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure 6'' to this report.

34. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has neither made any application nor any application made against the Company during the financial year 2024-2025.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report.

36. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance as stipulated under the listing regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations are forming part of this Report.

37. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2025.

A declaration to this effect signed by Mr. Rajesh Kabra, Managing Director and Mr. Deepak Jaju, Chief Financial Officer, of the Company stating that the members of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed as âAnnexure Aâ to the Corporate Governance Report forming part of this Report.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

39. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

iii) they 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;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

40. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGEMENT

Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving their needs by delivering more style and comfort at every step. Our Board acknowledges and appreciates the relentless efforts by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance year on year.

Your Board wishes to place on record their appreciation for the co-operation and support received from the Banks, Government

Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals/ bodies for their continued co-operation and support.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals and to maintain its position as one of the leading players in the Ramming Mass industry, in India and around the world.

Mar 31, 2024

We are delighted to present on behalf of Board of Directors, the 15^th Annual Report of Raghav Productivity Enhancers Limited (the company or Raghav) along with Audited Financial Statement for the financial year ended March 31, 2024.

To support âGreen initiative'', the Abridged Integrated Annual Report has been sent to the Members whose e-mail ids are not registered with the Company / Depositories.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	31/03/2024	31/03/2023	31/03/2024	31/03/2023
Revenue from operations	11,875.46	13,775.98	13,276.57	13,738.78
Other Income	84.89	186.06	37.50	43.92
Total Income	11,960.35	13,962.04	13,314.07	13,782.70
Finance Costs	16.34	92.90	67.27	15.15
Depreciation and amortization expenses	269.15	254.98	496.85	260.39
Total Other Expenses	4,187.12	5,593.52	4,909.28	5,595.45
Profit/(Loss) Before Tax	3,391.61	3,466.95	3,478.98	3,358.02
Less: Tax Expenses	866.97	883.18	881.98	836.24
Net Profit/ (Loss) After Tax	2,524.64	2,583.77	2,597.00	2,521.79
Earnings per share (Basic)	11.00	11.26	11.31	10.99
Earnings per share (Diluted)	11.00	11.26	11.31	10.99

2. RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

During the year under review, your Company has achieved standalone revenue from operations of '' 11,875.46 Lakhs and increase in Operational Profit (PBT) of '' 3,391.61 Lakhs.

After deduction all expenses, the company has earned Net Profit after Tax from operations of '' 2,524.64 Lakhs

The Company has set up a manufacturing plant for Silica Ramming Mass, which is a greenfield expansion of its existing plant at Newai, Tonk under its wholly owned subsidiary Raghav Productivity Solutions Private Limited. The plant has a manufacturing capacity of 1,08,000 MTPA which has increased the combined manufacturing capacity from 1,80,000 MTPA to 2,88,000 MTPA.

Company is having good sales visibility due to setting up of the new plant and the Board of Directors are hopeful to reap more profits in the coming years as well.

3. DIVIDEND

Your Company has always endeavored to retain a balance by providing an appropriate return to the Shareholders while

simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

The Board of Directors recommended a dividend of '' 0.90/-per fully paid up Equity Share (previous year '' 1.00/-) of face value of '' 10/- each for the financial year ended March 31, 2024. The total Dividend outgo amounts to '' 2.06 Crores/- (previous year 2022-23''1.15 Crore).

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https:// tiimg.tistatic.com/fm/1116159/dividend-distribution-policv.pdf. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board doesn''t propose to transfer any amount to General Reserve in terms of Section 134(3)(j) of the Companies

Act, 2013 (âthe Actâ) for the financial year ended on March 31, 2024. Further, the Balance specified in the individual head is detailed as below:

No.

Reserve

Head

Opening

Balance

Addition Deduction

Closing

Balance

Securities

Premium

Account

4,385.04

0.00

1,147.63

3,237.41

Surplus/

Profit and Loss Account

7,917.04

2,524.64

114.76 10,327.28

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2023-2024.

6. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES

Name of Company	CIN	Type
Raghav Productivity	U26990RJ2020PTC072716	Wholly
Solutions		owned
Private Limited		Subsidiary

Raghav Productivity Solutions Private Limited is wholly Owned Subsidiary of the company and engaged in the business of manufacturing and trading of Ramming Mass. During the year Company has a net profit of '' 94.05 Lakhs and no such major activity has been done. There has been no material change in the nature of the business of the subsidiary.

Further, during the year under review the Subsidiary has received investment of '' 13.00 Crores from its holding Company M/s. Raghav Productivity Enhancers Limited by way of issuance of Unsecured Compulsory Convertible Debentures (CCD''s) being convertible into equity shares for the purpose of capital expenditure, working capital and general corporate purposes.

Further, there was no Company which has ceased to be Company''s Subsidiary, Joint Venture or Associate Company during the financial year ended on March 31,2024.

7. CHANGES IN CAPITAL STRUCTURE

The Authorised Share Capital as at March 31, 2023 stood at is '' 12,00,00,000/- (Rupees Twelve Crores Only) and paid up share capital at '' 11,47,63,000/- (Rupees Eleven crore forty seven lakh sixty three thousand only) During the year, following changes has been made:

â¢ Increase in Authorized Capital

Board of Directors of Company in their meeting on June 27 2023 recommended increase in Authorized Share Capital to '' 23,00,00,000/- (Rupees Twenty Three Crore only)

divided into 2,30,00,000 (Two Crore Thirty Lakh) Equity shares of face value of '' 10/- (Rupees Ten Only) each and got approved the same in 14^th Annual General Meeting (AGM) held on July 25, 2023, therefore presently the authorized capital of the Company is '' 23,00,00,000(Rupees Twenty Three Crores Only.

â¢ Bonus Shares

Board of Directors of Company in their meeting on June 27 2023 recommended issue of 1,14,76,300 Bonus shares in the ration 1:1 (1 bonus equity shares for every 1 existing shares) @ face value of '' 10/- and got approved the same in 14^th Annual General Meeting (AGM) held on July 25, 2023 and same is alloted on 9^th August, 2023.

Further, the proceeding and compliance of Bonus Share are completed with the time as prescribed by law and after issuance of Bonus Share, the paid up Equity Share Capital is '' 22,95,26,000/- (Rupees Twenty two crores ninety five lakhs and twenty six Thousand Only) divided into 2,29,52,600 (Two Crores Twenty nine Lakhs Fifty two Thousand Six Hundred) Equity Shares of '' 10/- (Rupees Ten Only) each.

8. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on the Company''s website and can be accessed at www.rammingmass.com

9. MATERIAL CHANGES AND COMMITMENTS

On 17^th May, 2024 Board of Directors has approved the NSE listing of 22,95,2600 equity shares of the Company, the company is in process of fulfilling all the formalities and will be listed on National Stock Exchange (NSE) as early as possible.

Apart from the above, In pursuance to section 134(3) (L) of the Act , no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

10. MATERIAL ORDERS

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the

regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

12. RELATED PARTY TRANSACTION

During the financial year ended March 31, 2024, all transactions with the Related Parties as defined under section 188 the Act read with rules framed there-under and Regulation 23 of the Listing Regulations were in the âordinary course of business'' and âat arm''s length'' basis. Your Company does not have a âMaterial Subsidiary'' as defined under Regulation 16(1)(c) of the Listing Regulations.

There are no particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act. Necessary disclosures required under the AS-18 have been made in Note No. 34 of the Notes to the Financial Statements for the year ended March 31, 2024.

13. EXECUTIVE SUMMARY OF ESOP SCHEME 2018

Raghav Productivity Enhancers Limited has granted Employee Stock Options to its employees on January 23, 2024 under Raghav Productivity Enhancers Employees Stock Option Scheme 2018. This report deals with the calculation of accounting impact of Options granted using Black Scholes method and the disclosures as required are below: ¹

a binomial model) that considers as of the grant date the exercise price and expected life of the option, the price in the market of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the expected term of the option. The fair value of an option estimated at the grant date cannot be subsequently adjusted for changes in the price of the underlying stock or its volatility, the life of the option, dividends on the stock, or the risk-free interest rate etc.

In light of the above facts, the fair value of the Options granted on January 23, 2024 has been taken as calculated as on the relevant date. The fair value that has been considered by us for the purpose of this report are as stated below:

Particulars	Fair Value
- Option grant on January 23, 2024
- 1^st Vesting	383.73
- 2^nd Vesting	409.38
- 3^rd Vesting	428.17
- 4^th Vesting	445.36
- 5^th Vesting	461.42

â¢ Disclosures As per Ind AS 102:

Information required to be disclosed in the Directors'' Report as per the requirement of IND AS 102:

Summary of ESOP

Particulars	March 31, 2024
	Options	Wt. Avg.
		exercise price
Options outstanding at the beginning of the year	Nil		N.A.
Options granted during the year Options exercised during the year Options cancelled during the year	38,500		614.72
Options outstanding at the end of the year	Nil		N.A.
Options exercisable at the end of the year	Nil		N.A.
Range of exercise price of options outstanding at the end of the year	38,500		614.72
Average share price during the year	Nil		N.A.
Weighted average remaining		614.72
contractual life of options outstanding		750.65
at the end of the year Weighted	5.82 years
average fair value of option as on date		435.68
of grant (granted during the year)

â¢ Fair Value of Options granted during the year:

Particulars	Fair Value
Option Grant on January 23, 2024
- 1^st Vesting	388.73
- 2^nd Vesting	409.38
- 3^rd Vesting	428.17
- 4^th Vesting	445.36
- 5^th Vesting	461.42

â¢ Method used for calculating fair value of Option - Black Scholes Option Valuation Model. Significant assumptions used in arriving at the fair value of Options under Black Scholes model are as stated below:

Particulars	January 23, 2024
1) Risk-free interest rate	7.046%
2) Expected Life	3.5 to 5.51 years
3) Expected Volatility¹	59.890%
4) Expected Dividend Yield	0.15%
5) Price of the underlying share in market at the time of Options grants	723.20

* Expected volatility has been determined based on closing price of the share of the company over a period of 5 years.

â¢ Methodology

IND AS 102 âShare-based Paymentâ issued by ICAI governs accounting for ESOPs. It specifies use of Fair Value method for valuation of Options. For calculation of Fair Value, it recommends use any binomial option pricing model.

The key assumptions of the Black-Scholes model are:

- The price of the underlying instrumentfollowsa geometric Brownian motion with constant drift and volatility, and the prices changes are log-normally distributed;

- It is possible to short sell the underlying stock.

- There are no arbitrage opportunities.

- Trading in the stock is continuous.

- There are no transaction costs or taxes.

- All securities are perfectly divisible (e.g. it is possible to buy any fraction of a share).

- It is possible to borrow and lend cash at a constant risk-free interest rate.

Following variables are used in the calculation of Black-Scholes model:

- Volatility

- Risk free interest rate

- Expected option life

- Expected dividend yield

- Market price and

- Exercise price

Except for dividend yield and exercise price all variables have direct impact on option value as derived using Black-Scholes model.

As per IND AS 102, fair value of an option estimated at the grant date shall not be subsequently adjusted for changes in the price of the underlying stock or its volatility, the life of the option, dividends on the stock, or the risk-free interest rate etc.

â¢ Accounting Impact

As per IND AS 102:

a. I n respect of options granted during any accounting period, the accounting value of the options shall be treated as another form of employee compensation in the financial statements of the company.

b. The accounting value of options shall be equal to the aggregate, over all employee stock options granted during the accounting period, of the fair value of the option.

c. The Fair Value of a stock option is the price that shall be calculated for that option in an arm''s length transaction between a willing buyer and a willing seller. The fair value shall be estimated using an option-pricing model (for example, the Black-Scholes or a binomial model) that considers as of the grant date the exercise price and expected life of the option, the current price in the market of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the expected term of the option. The fair value of an option estimated at the grant date shall not be subsequently adjusted for changes in the price of the underlying stock or its volatility, the life of the option, dividends on the stock, or the risk-free interest rate.

d. Where the accounting value is accounted for as employee compensation in accordance with âb'', the amount shall be amortized on a straight-line basis over the vesting period.

e. When an unvested option lapses by virtue of the employee not conforming to the vesting conditions after the accounting value of the option has already been accounted for as employee compensation, this accounting treatment shall be reversed by a credit to employee compensation expense equal to the amortized portion of the accounting value of the lapsed options and a credit to deferred employee compensation expense equal to the unamortized portion.

f. When a vested option lapses on expiry of the exercise period, after the fair value of the option has already been accounted for as employee compensation, this amount shall be transferred to Reserves & Surplus.

â¢ Fair Value Calculation

The Company has granted Options on January 23, 2024.

The Options granted vest in graded manner over a period of 5

years. Black-Scholes option pricing model has been used for

evaluation of the fair value of Option as on the date of grant.

The details of the variables used and fair value computed

are stated below:

Particulars	1^s1 Vesting	2nd Vesting	3^rd Vesting	4th Vesting	5^th Vesting
Stock Price	723.20	723.20	723.20	723.20	723.20
Volatility	59.890%	59.890%	59.890%	59.890%	59.890%
Risk free Interest Rate	7.046%	7.046%	7.046%	7.046%	7.046%
Exercise Price	614.72	614.72	614.72	614.72	614.72
Time to	3.50	4.00	4.50	5.00	5.51
Maturity	years	years	years	years	years
Dividend Yield	0.15%	0.15%	0.15%	0.15%	0.15%
Fair Value of Option	388.73	409.38	428.17	445.36	461.42

Validations for the variables used / assumed:

a. Stock Price: One option entitles an Option holder to apply for 1 equity share of the Company. Stock price is the fair market price as given by the company.

b. Volatility: Volatility is a measure of the amount by which a price is expected to fluctuate during a period based on the historic data. The period to be considered for volatility has to be adequate to represent a consistent trend in price movement. Movements due to abnormal events need to be evened out while calculating volatility.

c. Risk free Interest rate: This is the expected yield till maturity on a zero coupon government security with a maturity period equal to the expected life of an Option. We have considered the yield to maturity on zero coupon government securities maturing after 5 years.

d. Exercise Price: This is the price at which one option can be converted into shares. This is as per the ESOP implemented by the Company.

e. Time to Maturity: This is a period for which the Option is expected to be live. According to guidance note of ICAI, the expected life of a stock option need to factor in the following:

a. The expected life must at least include the vesting period.

b. The average length of time similar grants has remained outstanding in the past.

c. It should not be less than half of the exercise period unless any historical evidence supports it.

We have considered vesting period and half of exercise period as expected time to maturity.

f. Expected Dividend Yield:

This is based on the dividends declared by the Company in the past and its share price.

During the financial year 2023-2024, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:

Facilities	Ratings
Long Term Bank Facilities	CRISIL A-/Stable

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

15. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31, 2024 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the total Board strength comprises of 8 Directors out of which 2 Directors are Executive - Non Independent Directors, 1 Director is Non-Executive - Non Independent Directors and 5 are Non-Executive - Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors.

During the year under review, the following changes occurred in the Board of Directors:

A) Retire By Rotation

â¢ In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act, Mrs. Krishna Kabra, Director of the company, whose office is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends her reappointment.

B) Appointment of Director

â¢ Mrs. Rajni Sekhri Sibal was appointed as an Additional Director by Board of Directors of the Company on January 22, 2024 and re-appointed by the members of the Company as an Independent Non-Executive Director for a term of 5(five) consecutive years at their Postal Ballot held on 3^rd April, 2024

C) Re-appointments of KMP

Mr. Rajesh Kabra as Managing Director and Mr. Sanjay Kabra as Chairman cum Whole Time Director of the Company has appointed for the period of three consecutive years effective from 01/12/2023 in the 14^th Annual General Meeting (AGM) held on July 25, 2023

Mrs. Krishna Kabra was appointed and re-designate as Non-Executive Director (Under Non Independent Category) of the Company effective from 01/12/2023 in the 14^th Annual General Meeting (AGM) held on July 25, 2023.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India.

17. NUMBER OF MEETINGS OF THE BOARD

Six (6) meetings of the Board were held during the year. For details

of meetings of the Board, please refer to the Corporate Governance

Report, which is a part of this report.

18. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the

following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

e) Bank & Credit Committee

The Committees'' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

19. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company'' website and can be accessed at i.e. www.rammingmass.com

Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct prescribed in Schedule IV to the Act.

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the familiarization program for Independent Directors are available on the Company''s website and can be accessed at www.rammingmass.com

21. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

members and corporate governance, succession planning, strategic planning, etc.

The Board founded the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year

22. AUDITOR AND REPORT THEREON â¢ Statutory Auditor

M/s. A. Bafna & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were appointed as Statutory Auditors of the Company, at the Annual General Meeting held on June 25, 2021 for a period of five years from the conclusion of 12^th Annual General Meeting till the conclusion of 17^th Annual General Meeting to be held in year 2026.

In this regard and rules made there-under, the Company has received certificate from the in accordance with provisions of Section 141 of the Act.

M/s. A. Bafna & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2023-24, which forms part of the Annual Report 2023-24.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.

â¢ Secretarial Auditor

The Board of the company in compliance with section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed M/s ARMS & Associates LLP, Company Secretaries (URN P2011RJ023700) as the Secretarial Auditor to conduct the audit of the secretarial records of the company for the Financial Year 2023-2024.

An Audit Report issued in form MR-3 by

M/s. ARMS & Associates LLP, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024, is attached as âAnnexure 2'' to this Report. The report doesn''t contain any reservation, qualification or adverse mark.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2023-2024 which call for any explanation from the Board of Directors.

During the financial year 2023-2024, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

The Board has re-appointed M/s ARMS & Associates LLP, Company Secretaries as Secretarial Auditors, to conduct the secretarial audit of the Company for the financial year 2024-2025. They have confirmed that they are eligible for the said appointment.

â¢ Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2024 from M/s. ARMS & Associates LLP in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019. The said Report for the financial year ended March 31, 2024 has been submitted to the Stock Exchanges within the prescribed statutory timelines and annexed to the Report on Corporate Governance.

â¢ Internal Auditor

In accordance with the provisions of section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s Ravi Sharma & Co., Chartered Accountants, Jaipur (FRN: 015143C) as Internal Auditor of the Company for the financial year 2023-2024.

The Internal Audit Report was received yearly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2023-2024 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2023-2024, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

M/s Birla Gupta & Co. Chartered Accountants, Jaipur have been appointed by the Board, to conduct the Internal Audit of the Company for the financial year 2024-2025.

23. INSIDER TRADING PREVENTION CODE

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

â¢ Allow and encourage stakeholders to bring to the Management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

â¢ Ensure timely and consistent organizational response.

â¢ Build and strengthen a culture of transparency and trust.

â¢ Provide protection against victimization.

25. CORPORATE SOCIAL RESPONSIBILITY

on CSR activities during the year are set out in âAnnexure 3â of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

26. RISK MANAGEMENT POLICY

27. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an âInternal Complaints Committeeâ for prevention and redressal of sexual harassment at Workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2023-2024. During the financial year 2023-2024, no complaint has been received by the members of the committee. Hence, no complaint is pending at the end of the financial year.

28. NOMINATION AND REMUNERATION POLICY

Further, the silent features of the policy have been disclosed in the Corporate Governance Report, which is a part of this Report.

29. PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the

information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 15^th Annual General Meeting.

30. DEPOSITS FROM PUBLIC

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

33. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has neither made any application nor any application made against the Company during the financial year 2023-2024.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report.

35. CORPORATE GOVERNANCE

36. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed

their compliance with the said code of conduct for the financial year ended on March 31, 2024.

A declaration to this effect signed by Mr. Rajesh Kabra, Managing Director and Mr. Deepak Jaju, Chief Financial Officer, of the Company stating that the members of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed as "Annexure Aâ to the Corporate Governance Report forming part of this Report.

37. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Ltd. on the Main Board Platform in the list of âB'' Group. Further the Annual Listing Fees for the Financial Year 2024-2025 have been duly paid by the company.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

39. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

40. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGEMENT

Your Board wishes to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals/ bodies for their continued co-operation and support.

By the Order of Board of Directors For Raghav Productivity Enhancers Limited

Sd/-

Sanjay Kabra

Chairman

05 July, 2024, Jaipur DIN: 02552178

Fair Value Of Option:

As per Ind AS 102, the fair value needs to be estimated using an option-pricing model (for example, the Black-Scholes or

Mar 31, 2023

We are delighted to present on behalf of Board of Directors, the 14th Annual Report of Raghav Productivity Enhancers Limited (the company or Raghav) along with Audited Financial Statement for the financial year ended March 31, 2023.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(Rs. In Lakhs except EPS)
Particulars	Standalone		Consolidated
Particulars	31/03/2023 \|	31/03/2022	31/03/2023	31/03/2022
Revenue from operations	13,775.98	10,072.60	13,738.78	10,001.34
Other Income	186.06	275.37	43.92	149.77
Total Income	13,962.04	10,347.97	13,782.70	10,151.11
Finance Costs	92.90	64.08	15.15	42.42
Depreciation and amortization expenses	254.98	235.38	260.39	224.16
Profit/(Loss) Before Tax	3,466.95	2,467.13	3,358.02	2,359.83
Less: Tax Expenses	883.18	611.07	836.24	576.34
Net Profit/ (Loss) After Tax	2,583.77	1,856.06	2,521.79	1,783.49
Earnings per share (Basic)	22.51	16.55	21.97	15.90
Earnings per share (Diluted)	22.51	16.55	21.97	15.90

2. RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

During the year under review, the revenue of the company has been significantly increased in comparison to the previous financial year. The Company has achieved standalone revenue from operations of '' 13,775.98 Lakhs as compared to '' 10,072.60 Lakhs in the previous financial year which shows an increase in Operational Profit (PBT) of '' 3,466.95 Lakhs as compared to '' 2,467.13 Lakhs in the previous Financial Year.

After deduction all expenses, the company has earned Net Profit after Tax from operations of '' 2,583.77 Lakhs in comparison to '' 1,856.06 Lakhs in the previous financial year; which shows a significant increase of 39.21%.

Further, during the year under review the company has allotted 6,00,000 (Six Lakh) Equity Shares pursuant to conversion of Unsecured Compulsory Convertible Debentures having a face value of '' 10/- each at a premium of '' 505/- (Rupees Five hundred and Five Only) per equity share, which increases the Paid up capital of Company from '' 10,87,63,000/- (Ten Crores Eighty Seven Lakh And Sixty Three Thousand Only) to ''11,47,63,000/- (Eleven Crores Forty Seven Lakh And Sixty Three Thousand Only).

The Company is in process of setting up a manufacturing plant for Silica Ramming Mass, which is a greenfield expansion of its existing plant at Newai, Tonk under its wholly owned subsidiary Raghav Productivity Solutions Private Limited. The plant will have manufacturing capacity of 108,000 MTPA which will increase the combined manufacturing capacity from 180,000 MTPA to 288,000 MTPA.

Company is having good sales visibility and the Board of Directors are hopeful to reap more profits in the coming years as well.

3. DIVIDEND

The Company has always endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

The Board of Directors recommended a dividend of '' 1.00/-per fully paid up Equity Share (previous year '' 1.00/-) of face value of '' 10/- each for the financial year ended March 31, 2023. The total Dividend outgo amounts to '' 1.15 Crores/- (previous year 2021-22''1.09 Crore).

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://tiimg.tistatic. com/fm/1116159/dividend-distribution-policy.pdf. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board doesn''t propose to transfer any amount to General Reserve in terms of Section 134(3)(j) of the Companies Act, 2013 (âthe Actâ) for the financial year ended on March 31,2023. Further, the Balance specified in the individual head is detailed as below:

'' In Lakhs)
S. No.	Reserve Head	Opening Balance	Addition	Deduction Closing Balance
1.	Securities Premium Account	1776.91	2608.13	0.00 4385.04
2.	Surplus/ Profit and Loss Account	5388.01	2583.77	54.38 7917.40

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2022-2023.

6. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES

Name of Company	CIN	Type
Raghav Productivity Solutions Private Limited	U26990RJ2020PTC072716	Wholly owned Subsidiary

Raghav Productivity Solutions Private Limited is a wholly Owned Subsidiary of the company and engaged in the business of manufacturing and trading of Ramming Mass. During the year the Company has suffered net loss of '' 6.23 Lakhs and no such major activity has been done. There has been no material change in the nature of the business of the subsidiary.

Further, during the year under review the Subsidiary has received investment of '' 52.00 Crores from its holding Company M/s. Raghav Productivity Enhancers Limited by way of issuance of Unsecured Compulsory Convertible Debentures (CCD''s) being convertible into equity shares for the purpose of capital expenditure, working capital and general corporate purposes.

The Audited Financial Statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at i.e. www.rammingmass. com. The financial statements of the subsidiary, as required are available on the Company''s website and can be accessed at i.e. www.rammingmass.com. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

Further, there was no Company which has ceased to be Company''s Subsidiary, Joint Venture or Associate Company during the financial year ended on March 31, 2023.

7. CHANGES IN CAPITAL STRUCTURE

The Authorised Share Capital of the Company is ''12,00,00,000/-(Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore and Twenty Lakhs) Equity Shares of '' 10.00 (Rupees Ten Only) each.

During the year under review, the company has raised its paid-up capital by issuing 6,00,000 Equity Shares of face value of '' 10/-(Rupees Ten Only) each at a premium of '' 505/- (Rupees Five Hundred And Five Only) per Equity Share of the Company pursuant to conversion of Compulsory Convertible debentures (CCD''s), on Preferential Basis, after taking all the necessary approvals.

After the said allotment, the paid up Equity Share Capital is ''11,47,63,000/- (Rupees Eleven Crores Forty Seven Lakhs and Sixty Three Thousand Only) divided into 1,14,76,300 (One Crore Fourteen Lakhs Seventy-six Thousand Three Hundred) Equity Shares of ''10/- (Rupees Ten Only) each.

8. ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERSION OF COMPULSORY CONVERTIBLE DEBENTURE (CCDâs)

The Board of Directors in its meeting held on 8th March, 2023 approved the allotment of 6,00,000 (Six Lakh) Equity shares pursuant to conversion of Unsecured Compulsorily Convertible Debentures (âCCDsâ) of the Company at face value of '' 10/-(Rupees Ten only) each at a premium of '' 505/- (Rupees Five hundred and five Only) per equity share to the following Investor;

S. No. Name of Investor

No. of Equity shares

Face Value of Equity shares Total consideration

1 Mrs. Rekha Jhunjhunwala

(Nominee of Late Mr. Rakesh Jhunjhunwala)

6,00,000

'' 10/- 30,90,00,000

Further, the Company has duly obtained listing and trading approvals from Stock Exchange and completed all the formalities regarding allotment.

9. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website and can be accessed at www.rammingmass.com

10. MATERIAL CHANGES AND COMMITMENTS

After the closure of the financial year, Company has made investment of ''13,00,00,000/- (Rupees Thirteen Crores) by subscribing the Unsecured Compulsory Convertible Debentures of M/s. Raghav Productivity Solutions Private Limited (Wholly Owned Subsidiary).

Board of Directors has proposed to increase its Authorized Share Capital from '' 12,00,00,000/- (Rupees Twelve Crore only) to '' '' 23,00,00,000/- (Rupees Twenty Three Crore only). The said proposal shall be placed in the ensuing Annual General Meeting for the necessary approval of the shareholders of the Company.

Further, keeping in view the above mentioned changes in the Authorized Share Capital, the Board of Directors has also proposed to issue Bonus Equity Shares in the proportion of 1 (one) Bonus Equity Share of '' 10/- each for every 1 (one) existing fully paid-up Equity Share of '' 10/- each to the Equity Shareholders whose name is appearing in the Register of Members as on Record Date (to be decided later on) determined by the Board or a Committee of the Company. The said proposal shall be placed in the ensuing Annual General Meeting for the necessary approval of the shareholders of the Company.

11. MATERIAL ORDERS

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

13. RELATED PARTY TRANSACTIONS

During the financial year ended March 31,2023, all the transactions with the Related Parties as defined under section 188 the Act read with rules framed there-under and Regulation 23 of the Listing Regulations were in the âordinary course of business'' and âat arm''s length'' basis. The Company does not have a âMaterial Subsidiary'' as defined under Regulation 16(1)(c) of the Listing Regulations.

There are no particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act. Necessary disclosures required under the AS-18 have been made in Note No. 38 of the Notes to the Financial Statements for the year ended March 31, 2023.

The Company has formulated a Policy on materiality of Related Party Transactions and the said Policy has been uploaded on the website of the Company and can be accessed at www.rammingmass.com. Further, your Company has an internal mechanism for the purpose of identification and monitoring of Related Party Transactions.

14. CREDIT RATINGS

During the financial year 2022-2023, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:

Facilities	Ratings
Long Term Bank Facilities	CRISIL A-/Stable

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

15. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31, 2023 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays a crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

As on March 31, 2023, the total Board strength comprises of 7 Directors out of which 3 Directors are Executive Directors and 4 are Non- Executive Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors.

During the year under review, the following changes occurred in the Board of Directors:

A) Retire By Rotation

â¢ In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act, Mr. Sanjay Kabra, Whole-time Director of the company, whose office is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

B) Appointment of Director

â¢ Mr. Hemant Nerurkar Madhusudan was appointed as an Additional Director by Board of Directors of the Company on May 14, 2022 and re-appointed by the members of the Company as an Independent Non-Executive Director for a term of 5(five) consecutive years at their 13th Annual General Meeting (AGM) held on 25th July, 2022

â¢ Mr. Amar Lal Daultani was appointed as an Independent Non-Executive Director for a term of 5(five) consecutive years in the 13th Annual General Meeting (AGM) held on 25th July, 2022

C) Resignation of Director

Mr. Amar Lal Daultani Independent Director of the company has to resign from the post of directorship of the company w.e.f. June10, 2022 due to expiry of his tenure as per regulation 17(1 c) of SEBI (LODR) Regulations, 2015. The Board place on record its appreciation for the assistance and guidance provided by him during his tenure as Director of the Company.

D) Re-appointments of KMP

It is being proposed to re-appoint Mr. Rajesh Kabra as Managing Director of the Company for the period of three consecutive years effective from 01/12/2023 in the ensuing Annual General Meeting whose tenure is going to be expire on 30/11/2023.

It is being proposed to re-appoint Mr. Sanjay Kabra as Chairman cum Whole Time Director of the Company for the period of three consecutive years effective from 01/12/2023 in the ensuing Annual General Meeting whose tenure is going to be expire on 30/11/2023.

It is being proposed to appoint and re-designate Mrs. Krishna Kabra as Non-Executive Director (Under Non Independent Category) of the Company effective from 01/12/2023 in the ensuing Annual General Meeting whose tenure as Whole Time Director is going to be expire on 30/11/2023.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India.

17. NUMBER OF MEETINGS OF THE BOARD

Six (6) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

18. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

e) Bank & Credit Committee

The Committees'' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

19. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 all three Independent Directors of the company have registered their name as Independent Directors in Database of IICA and Mr. Govind Saboo and has passed the online proficiency self-assessment test and Mr. Praveen Totla, Mr. Amar Lal Daultani and Mr. Hemant Nerurkar Madhusudan are exempted to clear the said online proficiency self-assessment test.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company'' website and can be accessed at i.e. www.rammingmass.com

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

The details of the familiarization program for Independent Directors are available on the Company''s website and can be accessed at www.rammingmass.com

21. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year

22. AUDITOR AND REPORT THEREON â¢ Statutory Auditor

M/s. A. Bafna & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were appointed as Statutory Auditors of the Company, at the Annual General Meeting held on June 25, 2021 for a period of five years from the conclusion of 12th Annual General Meeting till the conclusion of 17th Annual General Meeting to be held in year 2026.

In this regard and rules made there-under, the Company has received certificate from the in accordance with provisions of Section 141 of the Act.

M/s. A. Bafna & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2022-23, which forms part of the Annual Report 2022-23.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.

â¢ Secretarial Auditor

The Board of the company in compliance with section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed M/s ARMS & Associates LLP Company Secretaries (URN P2011RJ023700) as the Secretarial Auditor to conduct the audit of the secretarial records of the company for the Financial Year 2022-2023.

An Audit Report issued in form MR-3 by M/s. ARMS & Associates LLP, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2023, is attached as âAnnexure 2'' to this Report. The report doesn''t contain any reservation, qualification or adverse mark.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2022-2023 which call for any explanation from the Board of Directors.

During the financial year 2022-2023, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

The Board has re-appointed M/s ARMS & Associates LLP Company Secretaries as Secretarial Auditors, to conduct the secretarial audit of the Company for the financial year 2023-2024. They have confirmed that they are eligible for the said appointment.

> Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2023 from M/s. ARMS & Associates LLP in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/ CMD1/27/2019 dated February 8, 2019. The said Report for the financial year ended March 31, 2023 has been submitted to the Stock Exchanges within the prescribed statutory timelines and annexed to the Report on Corporate Governance.

â¢ Internal Auditor

The Internal Audit Report was received yearly by the Company and the same was reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2022-2023 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2022-2023, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

M/s Ravi Sharma & Co., Chartered Accountants, Jaipur have been re-appointed by the Board, to conduct the Internal Audit of the Company for the financial year 2023-2024.

23. INSIDER TRADING PREVENTION CODE

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

â¢ Allow and encourage stakeholders to bring to the Management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

â¢ Ensure timely and consistent organizational response.

â¢ Build and strengthen a culture of transparency and trust.

â¢ Provide protection against victimization.

25. CORPORATE SOCIAL RESPONSIBILITY

âAnnexure 3â of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

26. RISK MANAGEMENT POLICY

27. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an âInternal Complaints Committeeâ for prevention and redressal of sexual harassment at Workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2022-2023. During the financial year 2022-2023, no complaint has been received by the members of the committee. Hence, no complaint is pending at the end of the financial year.

28. NOMINATION AND REMUNERATION POLICY

Further, the silent features of the policy have been disclosed in the Corporate Governance Report, which is a part of this Report.

29. PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 14th Annual General Meeting.

30. DEPOSITS FROM PUBLIC

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

33. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has neither made any application nor any application made against the Company during the financial year 2022-2023.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report.

35. CORPORATE GOVERNANCE

36. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed

their compliance with the said code of conduct for the financial year ended on March 31, 2023.

37. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Ltd. on the Main Board Platform in the list of âB'' Group. Further the Annual Listing Fees for the Financial Year 2023-2024 have been duly paid by the company.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

39. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

40. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGEMENT

The Board is grateful for the continuous patronage of our valued customers and remains committed to serving their needs by delivering more style and comfort at every step. Our Board acknowledges and appreciates the relentless efforts by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance year on year.

The Board wishes to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals/ bodies for their continued co-operation and support.

The Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps the Company to take the right decisions in achieving its business goals and to maintain its position as one of the leading players in the Ramming Mass industry, in India and around the world.

By the Order of Board of Directors For Raghav Productivity Enhancers Limited

Sd/-

Sanjay Kabra

Chairman

27 June, 2023, Jaipur DIN: 02552178

Mar 31, 2022

We are delighted to present on behalf of Board of Directors, the 13th Annual Report of Raghav Productivity Enhancers Limited (the company or Raghav) along with Audited Financial Statement for the financial year ended March 31, 2022

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS			('' In Lakhs except EPS)
Particulars	Standalone 31/03/2022 31/03/2021		Consolidated 31/03/2022 31/03/2021
Revenue from operations	10,072.60	6,457.93	10,001.34	6,457.93
Other Income	275.37	14.23	149.77	9.30
Total Income	10,347.97	6,472.16	10,151.11	6,467.23
Finance Costs	64.08	58.86	42.42	58.89
Depreciation and amortization expenses	235.38	215.56	224.16	215.56
Total Other Expenses	7,581.38	5,186.28	7,791.28	5,245.77
Profit/(Loss) Before Tax	2,467.13	1,227.02	2,359.83	1,221.46
Less: Tax Expenses	611.07	307.54	576.34	307.54
Net Profit/ (Loss) After Tax	1,856.06	919.48	1,783.49	913.92
Earnings per share (Basic)	16.55	9.05	15.90	8.99
Earnings per share (Diluted)	16.55	9.05	15.90	8.99

2. RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

During the year under review, the revenue of the company has been significantly increased in comparison to the previous financial year. Your Company has achieved standalone revenue from operations of ''10,072.60 Lakhs as compared to '' 6,457.93 Lakhs in the previous financial year which shows an increase of 60%. Operational Profit (PBT) stood at '' 2,467.13 Lakhs as compared to '' 1,227.02 Lakhs in the previous Financial Year.

After deduction all expenses, the company has earned Net Profit after Tax from operations of '' 1,856.06 Lakhs in comparison to '' 919.48 Lakhs in the previous financial year; which shows an significant increase of 102%.

Further, during the year under review the company has received investment of '' 3,090.00 Lakhs by way of issuance of 15% Unsecured Compulsory Convertible Debentures (CCD''s) being convertible into equity shares for the purpose of working capital and general corporate purposes.

During the year under review, The Company is in process of setting up a manufacturing plant for manufacture of special grade of Ramming Mass and other Quartz related products.

Impact of COVID-19 Pandemic

The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the first three months of Financial Year 2022, the second wave of the pandemic overwhelmed India''s medical infrastructure. The Company has used the principles of prudence in applying judgments, estimates and assumptions to assess overall impact of the pandemic on the business and Financial Statements for the year ended March 31,2022. However, due to the uncertainties associated with the pandemic, the actual impact may not be in line with current estimates. The Company will continue to closely monitor any further development relating to COVID-19, which may have impact on business and financial position. Further the impact assessment does not indicate any adverse impact on the ability of the company to continue as a going concern. The Company has developed new plant shade for the material storage purpose. The Company''s vision is to maintain leadership through consistent quality improvements in manufacturing of Silica Ramming mass and developing more quartz variants.

3. DIVIDEND

Your Company has always endeavored to retain a balance by providing an appropriate return to the Shareholders while

simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

The Board of Directors of Company has recommended and declare Interim Dividend @5% ('' 0.50/- per fully paid up equity share) amounting to '' 5.44 Crores. The dividend has been paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on, October 21,2021. Further, Company has not transferred any amount to General Reserve.

The Securities and Exchange Board of India notified the SEBI (Listing Obligations and Disclosure Requirements)(Second Amendment) Regulations 2021(âListing Regulationsâ), on May 05, 2021 and amended Regulation 43A- Dividend Distribution Policy which requires top one thousand listed entities based on market capitalization shall formulate a dividend distribution policy. For the Good Governance the Company has formulated the Dividend Distribution Policy, said regulations is available on the Company''s website and can be accessed at https://tiimg.tistatic.com/fm/1116159/ dividend-distribution-policv.pdf and the dividend recommended is in accordance with the Company''s Dividend Distribution Policy.

The Board at its meeting held on May 14, 2022 has recommended a final dividend of '' 0.50/- per fully paid up equity share i.e 5.00% which is subject to the approval of members at the ensuing Annual General Meeting to be held on July 25, 2022. The final dividend for F.Y 2021-22 on equity shares, if approved by the Members, would involve a cash outflow of '' 5.44 Crore/-.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board doesn''t propose to transfer any amount to General Reserve in terms of Section 134(3)(j) of the Companies Act, 2013 (âthe Actâ)for the financial year ended on March 31,2022. Further, the Balance specified in the individual head is detailed as below:

('' In Lakhs)
S. No.	Reserve Head	Opening Balance	Addition	Deduction	Closing Balance
1.	Securities Premium Account	1776.91	0.00	0.00	1776.91
2.	Surplus/ Profit and Loss Account	3640.72	1856.06	(108.76)	5388.01

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2021-2022.

6. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES

Name of Company

Raghav Productivity Solutions Private Limited

CIN

U26990RJ2020PTC072716

Type

Wholly owned Subsidiary

Raghav Productivity Solutions Private Limited is wholly Owned Subsidiary of the company and engaged in the business of manufacturing and trading of Ramming Mass. During the year Company has suffered net loss of '' 2.61 Lakhs and no such major activity has been done. There has been no material change in the nature of the business of the subsidiary.

The Audited Financial Statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at i.e. www.rammingmass. com. The financial statements of the subsidiary, as required are available on the Company''s website and can be accessed at i.e. www.rammingmass.com. These documents will also be available

for inspection on all working days, during business hours, at the Registered Office of the Company.

Further, there was no Company which has ceased to be Company''s Subsidiary, Joint Venture or Associate Company during the financial year ended on March 31, 2022.

7. CHANGES IN CAPITAL STRUCTURE

The Authorised Share Capital of the Company is '' 12,00,00,000 (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of '' 10.00 (Rupees Ten Only) each.

The Paid-up Share Capital of the Company is '' 10,87,63,000/-(Rupees Ten Crores Eighty Seven Lakhs Sixty Three Thousand Only) divided into 1,08,76,300 (One Crore Eight Lakhs Seventy Six Thousand Three Hundred) Equity Shares of '' 10.00 (Rupees Ten Only) each.

During the year there were no changes took place in the capital structure of the company.

8. ISSUANCE AND ALLOTMENT OF COMPULSORY CONVERTIBLE DEBENTURE (CCDâs)

The Company in its Extra Ordinary General meeting (EGM) held on Wednesday, August 25, 2021 approved the issuance 6,00,000 Unlisted and Unsecured Compulsorily Convertible Debentures (âCCDsâ) of the Company by way of preferential allotment on private placement basis as detailed below. The company has completed the allotment of CCD''s on September 09, 2021 which are convertible into ordinary Equity Shares of the Company at the end of 18 month from date of allotment of CCD''s at a conversion price of '' 515/- per equity share (appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger or any such capital or corporate restructuring), to the following Investor;

S. No.	Name of Investor	No. of CCD(s)	Face Value of each CCD	Total consideration
1	Rakesh Jhunjhunwala	6,00,000	'' 515/-	'' 30,90,00,0000 /-

9. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company''s website and can be accessed at www.rammingmass.com

10. MATERIAL CHANGES AND COMMITMENTS

In pursuance to section 134(3) (L) of the Act , no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

11. MATERIAL ORDERS

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

13. RELATED PARTY TRANSACTION

During the financial year ended March 31, 2022, all transactions with the Related Parties as defined under section 188 the Act read with rules framed there-under and Regulation 23 of the Listing Regulations were in the âordinary course of business'' and âat arm''s

length'' basis. Your Company does not have a âMaterial Subsidiary'' as defined under Regulation 16(1)(c) of the Listing Regulations.

The particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act in the Form AOC-2 is annexed herewith as Annexure-2''. Necessary disclosures required under the AS-18 have been made in Note No. 38 of the Notes to the Financial Statements for the year ended March 31,2022.

Further, as per the Schedule V of Listing Regulations, the disclosure requirements regarding related party transaction are as detailed below:
Particulars	Name of Entity	Type	Amount at the year-	Maximum loan/ advances/
			end ('' In Lacs)	investment outstanding during
				the year ('' In Lacs)
Loans and Advances in the	Raghav Productivity	Wholly owned	4056.31	4056.31
nature of loans to subsidiaries	Solutions Private Limited	subsidiary

14. CREDIT RATINGS

During the financial year 2021-2022, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:

Facilities	Ratings
Long Term Bank Facilities	CRISIL A-/Stable

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

15. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31, 2022 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2022, the total Board strength comprises of 6 Directors out of which 3 Directors are Executive Directors and 3 are Non- Executive Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors.

During the year under review, the following changes occurred in the

Board of Directors:

A) Retire By Rotation

â¢ In accordance with the provisions of the Articles of Association of the Company, read with Section 152 of the Act Mr. Rajesh Kabra, Managing Director of the Company was liable to retire by rotation at the 12th Annual General Meeting of the company and was appointed therein.

â¢ In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act, Mrs. Krishna Kabra, Whole-time Director of the company, whose office is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends her reappointment.

B) Appointment of Director

â¢ Mr. Hemant Nerurkar Madhusudan was appointed as an Additional Director by Board of Directors of the Company on November 30, 2021.

â¢ Mr. Amar Lal Daultani was appointed as an Additional Director by Board of Directors of the Company on March 12, 2022.

C) Resignation of Director

â¢ Mr. Rajesh Malhotra Independent Director of the company has resigned from the post of directorship of the company w.e.f. November 30, 2021.The Board place on record its appreciation for the assistance and guidance provided by him during his tenure as Director of the Company.

â¢ Due to exceeding the permitted number of Board appointments inadvertently while joining the Board of Raghav Productivity Enhancers Limited, Mr. Hemant Nerurkar Madhusudan, has ceased from the post of directorship of the company w.e.f. December 14, 2021

After the Closure of the year under review, the following changes

occurred in the Board of Directors:

A) Resignation of Director

Mr. Amar Lal Daultani Independent Director of the company has resigned from the post of directorship of the company w.e.f. June 10, 2022 due to expiry of his tenure as per regulation 17(1 c) of SEBI (LODR) Regulations, 2015. The Board place on record its appreciation for the assistance and guidance provided by him during his tenure as Director of the Company.

B) Appointment of Director

â¢ The company has duly appointed back Mr. Hemant Nerurkar Madhusudan after going through the eligibility as per the Act the Board has appointed him as an Additional Director on May 14, 2022 and it is proposed to appoint him for the term of 5 consecutive years as per terms and condition defined under resolution in the Notice of Annual General Meeting.

â¢ The Company has proposed the appointment of Mr. Amar Lal Daultani as Independent Director of the Company for the term of 5 consecutive years as per terms and condition defined under resolution in the Notice of Annual General Meeting.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India.

17. NUMBER OF MEETINGS OF THE BOARD

Nine (9) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

18. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

The Committees'' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

19. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence.

self-assessment test and Mr. Praveen Totla, Mr. Amar Lal Daultani and Mr. Hemant Nerurkar Madhusudan are exempted to clear the said online proficiency self-assessment test.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company'' website and can be accessed at i.e. www.rammingmass.com

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

The details of the familiarization program for Independent Directors are available on the Company''s website and can be accessed at www.rammingmass.com

21. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

The Board founded the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year

22. AUDITOR AND REPORT THEREON

â¢ Statutory Auditor

M/s. A. Bafna & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were appointed as Statutory Auditors of the Company, at the Annual General Meeting held on June 25, 2021for a period of five years from the conclusion of 12^thAnnual General Meeting till the conclusion of 17^th Annual General Meeting to be held in year 2026.

In this regard and rules made there-under, the Company has received certificate from the in accordance with provisions of Section 141 of the Act.

M/s. A. Bafna & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2021-22, which forms part of the Annual Report 2021-22.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported bythe Auditor of the Company in their Audit Report.

â¢ Secretarial Auditor

The Board of the company in compliance with section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed M/s ARMS & Associates LLP Company Secretaries (FRN P2011RJ023700) as the Secretarial Auditor to conduct the audit of the secretarial records of the company for the Financial Year 2021-2022.

âAnnexure 3â to this Report. The report doesn''t contain any reservation, qualification or adverse mark.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2021-2022 which call for any explanation from the Board of Directors.

During the financial year 2021-2022, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

The Board has re-appointed M/s ARMS & Associates LLP Company Secretaries as Secretarial Auditors, to conduct the secretarial audit of the Company for the financial year 2022-2023. They have confirmed that they are eligible for the said appointment.

> Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2022from M/s. ARMS & Associates LLP in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/ CMD1/27/2019 dated February 8, 2019. The said Report for the financial year ended March 31, 2022 has been submitted to the Stock Exchanges within the prescribed statutory timelines and annexed to the Report on Corporate Governance.

â¢ Internal Auditor

The Internal Audit Report was received yearly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2021-2022is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2021-2022, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

M/s Ravi Sharma & Co., Chartered Accountants, Jaipur have been re-appointed by the Board, to conduct the Internal Audit of the Company for the financial year 2022-2023.

23. INSIDER TRADING PREVENTION CODE

The Code is applicable to Promoters, Member of Promoter''s Group, all Directors and such Designated Employees and other connected persons who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for regulate, monitor and report trading adherence to the PIT Regulations. The same is available on the website of the Company at www.rammingmass.com

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

â¢ Allow and encourage stakeholders to bring to the Management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

â¢ Ensure timely and consistent organizational response.

â¢ Build and strengthen a culture of transparency and trust.

â¢ Provide protection against victimization.

25. CORPORATE SOCIAL RESPONSIBILITY

26. RISK MANAGEMENT POLICY

27. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an âInternal Complaints Committeeâ for prevention and redressal of sexual harassment at Workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2021-2022.During the financial year 2021-2022, no complaint has been received by the members of the committee. Hence, no complaint is pending at the end of the financial year.

28. NOMINATION AND REMUNERATION POLICY

Further, the silent features of the policy have been disclosed in the Corporate Governance Report, which is a part of this Report.

29. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under section 197(2) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 during the year under review. Following is the list of the top ten employees of the Company:

33. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has not made any application during the financial year 2021-2022. Further, the detailed status of cases at the end of the financial year which company made under the Insolvency and Bankruptcy Code, 2016 as required under the provisions of the Act are mentioned below:

S. No.	Employee Name	Salary Paid Designation (Amount in '')
1	Sanjay Kabra	48,00,000/- Whole-Time Director
2	Rajesh Kabra	18,00,000/- Managing Director
3	Vijay Kumar Paliwal	11,40,000/- Technical-President
4	Pawan Kumar Yadav	8,74,500/- Senior Manager-Technical
5	Bunny Sadhnani	8,40,000/- Chief Accounts Officer
6	Deepak Jaju	6,48,000/- Chief Financial Officer
7	Raghav Kabra	6,60,000/- Chief Operating Officer
8	Krishna Kabra	6,00,000/- Whole-Time Director
9	Prabhat Jena	5,33,500 Manager-Technical
10	Pradeep Kumar Jena	5,28,000/- Manager-Technical

Sr. No.	Name of Respondent	NCLT Bench	Status as on March 31, 2022
1	Jeppiar Furnace and Steels Private Limited	Chennai Bench	Settled
2	MSM Steels Private Limited	Mumbai	Dismissed as CIRP was already initiated against the corporate debtor
3	MSP Metallics Limited	Kolkata	Dismissed as NCLT dismissed the case.
4	MaithanIspat Limited	Kolkata	Settled and CIRP withdrawn
5	R.L. Steel and Energy Limited	Delhi	Dismissed as CIRP was already initiated against the corporate debtor

The ratio of the remuneration of each director to the median employee''s remuneration and other details in term 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, are forming part of this report as âAnnexure-5â

30. DEPOSITS FROM PUBLIC

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report.

35. CORPORATE GOVERNANCE

36. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

37. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Ltd. on the Main Board Platform in the list of âB'' Group. Further the Annual Listing Fees for the Financial Year 2022-2023 have been duly paid by the company.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

39. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

40. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGEMENT

By the Order of Board of Directors For Raghav Productivity Enhancers Limited

Sd/-

Sanjay Kabra

Chairman

June27, 2022, Jaipur DIN: 02552178

Mar 31, 2018

Dear Members

Raghav Productivity Enhancers Limited

(Formerly Raghav Ramming Mass Limited)

The are delighted to present on behalf of Board of Directors, the 9th Annual Report of the Company (âRaghavâ) along with Audited Financial Statement for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS

(Rs.)

Particulars	For The Year Ended
Particulars	31.03.2018	31.03.2017
Income from Business Operations	47,55,47,256.00	42,31,98,340.00
Other Income	17,26,418.66	1,95,660.59
Total Income	47,72,73,674.66	42,33,94,000.19
Profit Before Tax	7,90,64,407.51	3,78,32,435.21
Less:- Current Income Tax (incl. earlier year tax)	1,89,31,057.75	66,69,985.00
Add/Less:- Deferred Tax	14,34,167.00	57,88,605.00
Net Profit After Tax	5,86,99,182.77	2,53,73,845.21
Dividend (including Interim if any and final)	-	-
Net Profit after dividend and Tax	5,86,99,182.77	2,53,73,845.21
Balance carried to Balance Sheet	5,86,99,182.77	2,53,73,845.21
Earnings per share (Basic)	8.18	3.53
Earnings per share (Diluted)	8.18	3.53

2. STATE OF AFFAIRS:

During the year under review, there has been tremendous improvement in the performance of the Company as compared with the previous year. Consequent to this, the net profit after tax during the year has increased by 130% from previous year i.e. from Rs. 2,53,73,845.21/- to Rs. 5,86,99,182.77/-. The Company has started new unit at Newai for production of Tundish Board which is made from waste generated from the Ramming mass plant as well as accessories for tundish board - garpack, garseal, radex, sleve nozzle filing compound and other-items used in Continuous Casting in Steel Plants. Our Company has received official recognition to the In-house Research and Development (R&D) from Department of Scientific and Industrial Research (DSIR), Ministry of Science and Technology, Government of India, The Companyâs vision is to maintain leadership through consistent quality improvements in manufacturing of Silica Ramming mass and developing more quartz variants.

3. DIVIDEND:

To conserve the resources of the company and requirement of working capital, Directors do not recommend any dividend for the year under consideration.

4. DISCLOSURE UNDER COMPANIES ACT, 2013

a) Extract of Annual Return:

I n accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 containing

details as on the financial year ended 31st March, 2018 as required under Section 92 (3) of the Companies Act, 2013, read with The Companies (Management and Administration) Rules 2014 in the prescribed format is appended as âAnnexure- 1â to this Report.

b) Board Meetings:

Board meetings are conducted in accordance with the provisions of Listing Agreement and the Companies Act, 2013 read with Articles of Association of the Company. The Board meets at regular intervals to discuss and decide on business strategies/policy and review the financial performance of the Company. The Board/ committee meetings are pre-scheduled and a tentative annual calendar of the Board/ committee meetings is circulated to the Directors well in advance to facilitate the Directors or members to plan their schedules and to ensure meaningful participation in the meetings. In case of Business exigencies the Boardâs approval is taken through circular resolution which is noted and confirmed at the subsequent Board meeting. The Board meets at least once in a quarter to review the quarterly performance and the financial results of the Company. Notice of each Board Meeting is given well in advance in writing to all the Directors. The agenda along with relevant notes and other material information are sent in advance separately to each Director. The Agenda along with the relevant notes and other material information is circulated a week prior to the date of the meeting. This ensures timely and informed decisions by the Board. During the Financial Year, every Board Meeting was conducted in accordance with the relevant provisions applicable, viz: Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.

- The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the half-year/ annual operating & financial performance of the Company, operational health & safety and other business issues.

- The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.

- Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same.

The Board of Directors met to discuss and decide on Companyâs business policy and strength apart from other normal Board business. During the year 2017-18, 5 (Five) meetings of Board of Directors were held with a maximum time gap of not more than 120 days between any two meetings. The dates on which the said meetings were held were:

30th May, 2017 29th July, 2017 16th August, 2017 13th November, 2017 30th March, 2018

The last Annual General Meeting of the Company was held on 14th September, 2017

c) Committees Of Board:

Under the aegis of Board of Directors, several committees have been constituted which have been delegated powers for different functional areas. The Board Committees are formed with approval of the Board and function under their respective charters. These Board committees play an important role in overall management of day to day affairs and governance of the Company. The Board committees meet at regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensure good governance, Minutes of the meetings are placed before the Board for their review

âRAGHAVâ has three Board Level committees:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholderâs Relationship Committee

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas of concern for the Company and need a closer review. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various Committees. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance are provided below.

I. Audit Committee:

y Composition & Meetings:

As on 31st March, 2018, the Audit Committee comprises of members as stated below. The Composition of the Committee is in conformity with the Listing Regulations.

During the financial year 2017-18, the Audit Committee met Five times on 30th May, 2017, 29th July, 2017, 16th August, 2017, 13th November, 2017 and 30th March, 2018. The time gap between any two meetings was less than one hundred and twenty days.

The details of attendance of members and composition are as under:

Name of	Category	Status	No. of Meetings
Members			Held	Attended
Mr. Rajesh Malhotra	Independent Director	Chairman	5	5
Mr. Sanjay Kabra	Whole-Time Director	Member	5	5
Mr. Vikrant Agarwal	Independent Director	Member	5	5

The Director responsible for the finance function, the head of Internal Audit and the representative of the Statutory Auditors are permanent invitees to the Audit Committee meetings. CS Neha Rathi, Company Secretary of the Company, is Secretary to the Committee.

All members of the Audit Committee have accounting and financial Management expertise. The Chairman of the Audit Committee attended the AGM held on September, 14, 2017 to answer the shareholdersâ queries.

- Role of Audit Committee:

The role of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and are as follows:

- Overview of the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statements reflect a true and fair position as well as to ensure that correct, sufficient and credible information are disclosed.

- Recommending to the Board the appointment, reappointment and replacement /removal of statutory auditor and fixation of audit fee and payment of any other service.

- Approval of the payment to Statutory Auditors for any other services rendered by them.

- Reviewing with Management, the annual financial statements before submission to the Board for approval, focusing primarily on.

- Matters required to be included in the Directorsâ Responsibility Statement included in the report of the Board of Directors.

- Any changes in accounting policies and practices thereof and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of Audit findings.

- Compliance with Stock Exchange and other legal requirements concerning financial statements.

- Disclosure of related party transactions.

- The going concern assumption and compliance with Accounting Standards.

- Qualifications in draft audit report.

Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

- Reviewing with the management, the statement of uses/ application of funds raised through an issue i.e. public issue, rights issue, preferential issue, etc.

- Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

- Discussion with internal auditors on any significant findings and follow up there on.

- Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

- Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

- To review the functioning of the Whistle Blower mechanism, in case the same is existing.

- Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

- Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

- To investigate any activity within its terms of reference.

- To seek information from any employee.

- To obtain outside legal and professional advice

II. Nomination and Remuneration Committee:

- Composition & Meetings:

As on 31st March, 2018, the Nomination & Remuneration Committee comprises of members as stated below. The Composition of the Committee is in conformity with the Listing Regulations.

During the financial year 2017-18, the Nomination & Remuneration Committee met Three times on 29th July, 2017, 16th August, 2017 and 13th November, 2017.

The details of attendance of members and composition are as under:

Name of Members	Category	Status	No. of Meetings
Name of Members	Category	Status	Held	Attended
Mr. Vikrant Agarwal	Independent Director	Chairman	3	3
Mr. Rajesh Malhotra	Independent Director	Member	3	3
Mr. Praveen Totla	Independent Director	Member	3	3

CS Neha Rathi, Company Secretary of the Company is the Secretary to the Committee.

- Role of Nomination & Remuneration Committee:

The role of the Committee includes recommendation of remuneration, promotions, increments etc. for the Executives to the Board of Directors for approval. The Committee is constituted with a view to-

- Determine the remuneration policy of the Company service agreements and other employment conditions of Whole-time Director(s) and senior management.

- Review the performance of the employees and their compensation;

- The Committee has the mandate to recommend the size and composition of the Board, establish procedures for the nomination process, and recommend candidates for selection to the Board/nominate Whole-time Director(s); and

- Such other matters as the Board may from time to time request the Nomination and Remuneration Committee to examine and recommend/approve.

III Stakeholderâs Relationship Committee:

- Composition & Meetings:

As on 31st March, 2018, the Stakeholderâs Relationship Committee comprises of members as stated below. The Composition of the Committee is in conformity with the Listing Regulations.

During the financial year 2017-18, the Stakeholderâs Relationship Committee met one time on 31st March, 2018.

The details of attendance of members and composition are as under:

Name of	Category	Status	No. of Meetings
Members			Held	Attended
Mr. Praveen Totla	Independent	Chairman	1	1
	Director
Mr. Rajesh Malhotra	Independent	Member	1	1
	Director
Mr. Vikrant Agarwal	Independent	Member	1	1
	Director

CS Neha Rathi, Company Secretary of the Company is the Compliance Officer.

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investorsâ grievances. The committee specifically looks into redressing shareholdersâ/ investorsâ complaints/ grievances pertaining to share transfers, non-receipts of annual reports, nonreceipt of declared dividend and other allied complaints.

y Terms of reference of the Stakeholdersâ Relationship Committee are broadly as under:

The Stakeholdersâ Relationship Committee specifically looks into various issues of the Shareholders such as registration of transfer of shares, issue of share certificates, redressal of shareholdersâ complaints, credit of shares into Demat Account, facilitation of better investor services etc. The committee has been delegated by the Board to approve transfer/ transmission of shares and to deal with all the matters related thereto.

y Investor Grievance Redressal:

Details of Complaints received and resolved by the Company during the financial year 2017-18 are given below:

- No. of Complaints received and solved during the year Q1- Nil, Q2- Nil, Q3- Nil, Q4- Nil

- No pending complaints were there as on March 31, 2018

d) Directorsâ Responsibility Statement:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, the Directors confirm:

i) That in the preparation of annual accounts for the financial year 2017-18, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any;

ii) That they 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 the affairs of the Company at the end of Financial year and of the profit or loss of the Company for that period;

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

iv) That they had prepared annual accounts on a going concern basis;

v) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

e) Independent Directors:

The Company has received statement on declarations from each Independent Directors of the Company confirming that they meet with the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companyâs code of conduct.

f) Vigil Mechanism/Whistle Blower Policy:

The Company promotes ethical behavior in all its business activities and in line with the best international governance practices, Raghav has established a system through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companyâs code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees / business associates have direct access to the Chairman of the Audit Committee for this purpose. The Whistle-Blower Protection Policy aims to:

- Allow and encourage stakeholders to bring to the Management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

- Ensure timely and consistent organizational response.

- Build and strengthen a culture of transparency and trust.

- Provide protection against victimization.

The above mechanism has been appropriately communicated within the Company across all levels and has been displayed on the Companyâs intranet as well as on the Companyâs website link http://www.rammingmass.com/code-of-conduct-policies.htm

The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on regular basis. The Committee has, in its report, affirmed that no personnel have been denied access to the Audit Committee.

g) Familiarization Programme for Board Members:

The Company has a familiarization program for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

The details of the familiarization program for Independent Directors are available on the Companyâs website www.rammingmass.com

h) Remuneration Policy:

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Remuneration Policy providing (a) criteria for determining qualifications, positive attributes and independence of directors and (b) a policy on remuneration for directors, key managerial personnel and other employees.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The policy is placed on Company website link http://www.rammingmass.com/code-of-conduct-policies.htm

i) Risk Management Policy:

The Company has developed a very comprehensive risk management policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholdersâ value by minimizing threats or losses, and identifying and maximizing opportunities. For a detailed risk management policy please refer website link http://www.rammingmass.com/code-of-conduct-policies.htm

j) Board Evaluation:

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure requirements) Regulations, 2015.

The following criteria assist in determining how effective the performances of the Directors/KMPs/Senior officials have been:

- Leadership & stewardship abilities;

- Contributing to clearly define corporate objectives & plans;

- Communication of expectations & concerns clearly with subordinates;

- obtain adequate, relevant & timely information from external sources;

- review & approval achievement of strategic and operational plans, objectives, budgets;

- regular monitoring of corporate results against projections ;

- identify, monitor & mitigate significant corporate risks;

- assess policies, structures & procedures;

- direct, monitor & evaluate KMPs, senior officials;

- review managementâs succession plan;

- effective meetings;

- assuring appropriate board size, composition, independence, structure;

- clearly defining roles & monitoring activities of committees;

- review of corporationâs ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executive/Non-Independent Directors, in a separate meeting of the Independent Directors.

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters and in the manner as laid down below.

Of the Board as a whole: The performance of the Board was evaluated from the reviews/feedback of the directors themselves. The broad parameters for reviewing the performance of the Board, inter alia, contained the following:

I. Development of suitable strategies and business plans at appropriate time and its effectiveness;

II. Implementation of robust policies and procedures;

III. Size, structure and expertise of the Board;

IV. Oversight of the Financial Reporting Process, including Internal Controls;

V. Willingness to spend time and effort to learn about the Company and its business.

Of Individual Director(s):

I. Evaluation of Managing Director I Whole time Director /Executive Director: The performance evaluation of Managing Director, Executive Director of the Company was done by all the directors including Independent Directors.

Evaluation of Independent Directors:

I. The Schedule IV of the Companies Act, 2013, i.e. "Code for Independent Directors" provides for the evaluation of Independent Directors.

II. Under the view of this provision, the performance evaluation of IDâs was done by the entire Board of Directors, excluding the director being evaluated on the basis of the following criteria and including the parameters of evaluation of individual directors.

III. Exercise of objective independent judgment in the best interest of Company and.

Evaluation of Committees

The performance of the Committees of the Board was evaluated by the Directors, on the basis of the terms of reference of the Committee being evaluated. The broad parameters/criteria for reviewing the performance of all the Committees, inter alia, were

I. Discharge of the functions and duties as per the terms of reference;

II. Process and procedures followed for discharging the functions;

III. Effectiveness of suggestions and recommendations received;

IV Size, structure and expertise of the Committee; and

V Conduct of the meetings and procedures followed in this regard

k) Related Party Transaction:

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered âmaterialâ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. The Companyâs policy on Related Party Transactions is put up on the Companyâs website link http://www.rammingmass.com/code-of-conduct-policies.htm

However, you may refer to Related Party transactions in Note No. 35 of the Financial Statements

l) Corporate Social Responsibility

The Companies Net Profit before tax for the last three financial years are:

(Rs.)

Year	Net Profit Before Tax
2017-18	7,90,64,407.51
2016-17	3,78,32,435.21
2015-16	2,38,24,332.28

Accordingly the requisite expenses will be undertaken in the Financial Year 2018-19 in consonance with the extant rules and laws as applicable on the Company.

m) Material Changes and Commitments, affecting the financial position of the company which have occurred in the financial year of the company to which the financial statements relate and to the date of the report:

- Name Change of Company

The Company has changed its name from Raghav Ramming Mass Limited to âRAGAHV PRODUCTIVITY ENHANCERS LIMITEDâ w.e.f. 22nd September, 2017

- Increase in Authorized Capital

Board of Directors of Company in their meeting on 30th March 2018 recommended increase in Authorized Share Capital to Rs. 1,20,00,000/- (â Twelve Crore Only) and got approval of same in Extraordinary General Meeting (EGM) held on 1st May, 2018, therefore presently the authorized capital of the Company is Rs. Twelve Crore Only.

- Bonus Shares & ESOP

Board of Directors of Company in their meeting on 30th March 2018 recommended issue of 2871800 Bonus shares in the ration 2:5 (2 bonus equity shares for every 5 existing shares) @ face value of Rs. 10/- and Raghav Productivity Employee Stock Option Scheme-2018 (ESOP) and got approval of both in Extraordinary General Meeting (EGM) held on 1st May, 2018

Further, the proceeding and compliance of Bonus Share are completed with the time as prescribed by law and after issuance of Bonus Share, the paid up share capital of Company is Rs. 10,05,13,000/-Company also got In-Principal approval from BSE regarding the ESOP scheme.

- In-House R&D approval

Company has given recognition and registration to the In-house R&D approval from Department of Scientific and Industrial Research (DSIR), Ministry of Science and Technology, Government of India. Presently only 1800 companies have such approval and those are from Pharma and Automobile sector but we are the only one in Ramming Mass Sector who got such approval.

- External Ratings

CARE ratings carried out the rating of the loan pools which carry a rating of "CARE BBB" indicating a Stable organization.

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

4. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. AMOUNTS TRANSFERRED TO RESERVES:

The Profit received after Taxation i.e. Rs. 5,86,99,182.77 had been fully transferred to reserves.

6. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY U/S 186:

During the financial year under review, there were no loans given, neither any investments were made by the Company nor any securities were provided by the Company.

7. BOARD POLICIES:

The Company has adopted various Policies as required under SEBI (Listing Obligation and Disclosure Requirement), 2015 and other applicable laws:

- Policy on Preservation of Document

- Policy on Determination of Materiality Events

For a detailed description of policies, please refer the website link http://www.rammingmass.com/code-of-conduct-policies.htm

8. INSIDER TRADING PREVENTION CODE:

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in equity shares of Raghav Productivity Enhancers Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer. It has also been posted on the website of the Company at link http://www.rammingmass.com/ code-of-conduct-policies.htm

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision making processes to be followed.

A) APPOINTMENT OF COMPANY SECRETARY AND COMPLIANCE OFFICER:

The Board of Directors in its meeting held on 29th July, 2017 has approved the appointment of CS Neha Rathi as Company Secretary & Compliance Officer of the Company and accept the resignation of CS Bhanu Pratap Shah.

B) RETIRE BY ROTATION:

In terms of Articles of Association of the Company, read with Section 152 of the Companies Act, 2013, Mr. Rajesh Kabra, Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company recommends this re-appointment Information pursuant to Regulation 36 (3) of SEBI (Listing Obligation & Disclosure Requirements Regulations, 2015 in respect of the Director who is proposed to be reappointed at the ensuing Annual General Meeting under Item No. 2 of the Notice is as under:

Name	Brief Resume of the Director	Directorship/Committee	Disclosure of	Shareholding in Raghav
	and Nature of his expertise in	membership in other	relationship between	Productivity Enhancers
	functional areas	Companies	Directors	Limited (%)
Rajesh Kabra	He is a Master in Commerce from Rajasthan University having 25 years of experience in ramming mass business and handles expansion, overall management, financial and legal matters.	Director: Super Value Steels Private Limited Committee: Nil	Brother Of Sanjay Kabra, and Son of Krishna Kabra	10.72%

11. DEPOSITS:

The Company has not accepted any Deposits from public, shareholders or employees during the reporting period.

12. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â and the Rules there under. Company has formed an âInternal Complaints Committeeâ for prevention and redressal of sexual harassment at workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2017-18.

13. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as âAnnexure-2â to this report.

14. STATUTORY AUDITOR & AUDITORSâ REPORT:

M/s. A. Bafna & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were appointed as Statutory Auditors of the Company, at the Annual General Meeting held on 14th September, 2017 till the conclusion of next Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013, the re-appointment of Auditors is recommended to members. Therefore, being eligible, the Board of Directors have offered their re-appointment to the Shareholders as required under the provisions of Section 139 of the Companies Act, 2013, till the conclusion of next AGM held in 2019.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their reappointment would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

M/s. A. Bafna & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2017-18, which forms part of the Annual Report 2017-18.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

15. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Mr. Suresh Tibrewal, Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 201718 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as âAnnexure-3â to this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors

Mr. Suresh Tibrewal, Practicing Company Secretary has been reappointed to conduct the secretarial audit of the Company for the financial year 2018-19. He has confirmed that he is eligible for the said appointment.

16. INTERNAL AUDITOR:

M/s Ravi Sharma & Co., Chartered Accountants, Jaipur were appointed as Internal Auditor of the Company for the financial year 2017-18 pursuant to Section 138 of the Companies Act, 2013.

The Internal Audit Report was received yearly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2017-18 is free from any qualification, further the notes on accounts are self explanatory and the observations were looked into by the management.

M/s Ravi Sharma & Co., Chartered Accountants, Jaipur have been re-appointed to conduct the internal audit of the Company for the financial year 2018-19.

17. PARTICULARS OF EMPLOYEES:

- None of the employee of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197(2) read with rule 5 sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 during the year under review. Following is the list of the top ten employees of the Company:

S. No.	Employee Name	Salary Paid	Designation
1	Vijay Kumar Paliwal	10,20,000/-	Technical-President
2	Subhashish Mitra	9,00,000/-	Operations Manager
3	Rajesh Kabra	6,00,000/-	Managing Director
4	Bajrang Lal Sharma	6,00,000/-	Works Manager
5	Rishikant Sharma	4,50,000/-	Chief Accounts Officer
6	Ashok Kumar Ashwin	4,64,508/-	Works Manager
7	Deepak Jaju	4,20,000/-	Chief Financial Officer
8	Satyendra Pal	3,15,816/-	Works Supervisor
9	Sanjay Kabra	3,00,000/-	Whole-Time Director & Chairman
10	Krishna Kabra	3,00,000/-	Whole-Time Director

- The ration of the remuneration of each director to the median employeeâs remuneration and other details in term of subsection 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, are forming part of this report as âAnnexure-4â

18. CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 15(2) of Chapter IV of the LODR Regulations, 2015, Companies having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 crore, as on the last day of the previous financial year or Company listed on SME-exchange are not required to comply with the provisions of Regulation 27 of SEBI (LODR) Regulation 2015.

As our Company falls in the ambit of exemption, the compliance of the same is not mandatory for our Company. Consequently our Company is not required to provide separate section on Corporate Governance Report.

However, our Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

19. CASH FLOW STATEMENT:

As required under Regulation 53 of SEBI (LODR) Regulations, 2015, a Cash Flow Statement, as prepared under the indirect method as prescribed in Accounting Standard-3 (AS-3) by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Statement of Profit and Loss.

20. LISTING OF EQUITY SHARES:

The equity shares of the Company are listed on the BSE Ltd (BSE)-SME Platform and the listing fees for the Financial Year 2018-19 have been duly paid.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

However, our Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

22. DETAILS OF NON-COMPLIANCE BY THE COMPANY:

Raghav has complied with all the requirements of regulatory authorities. No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

23. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

In requirement of Para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1 your Directors states that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

24. MISCELLANEOUS:

Your Directors state that as there were no transactions during the year under review therefore no disclosure or reporting is required in respect of the following items:

- Details relating to deposits covered under Chapter V of the Act.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme saves.

- Details relating to significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

- Details relating to provisions of section 134(3) (ca) of Companies Act, 2013

- Details related to change in nature of business of the company.

- Details relating to related party transaction in Form AOC-2

25. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals / bodies for their continued co-operation and support.

The Directors also acknowledge the hard work, dedication and commitment of the employees. Their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the Ramming Mass industry, in India and around the world

By the Order of Board of Directors

For Raghav Productivity Enhancers Limited

Sd/-

Sanjay Kabra

Date: 21st August, 2018 (Chairman)

Place: Jaipur DIN: 02552178

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting 7ETH Annual Report on the company along with the Audited Financial Statement for the financial Year ended on March B¹, 201 6.

Financial summary of the Company (Standalone)

The Companyâs financial performance for the year under review along with previous yearâs figures is given hereunder :

Particulars		For the year ended	For the year ended
		31.03.2016	31.03.2015
Income from Business Operations	46269442.00		378667973.00
Other Incom e		57P44.00	203 3 0 00
Total Income		463266356.00	3 78869 3 03.00
Total Expense s		439442023.72	3 67769 039.25
Profitbefore tax		2382433228	1100263.75
Less- Current Income T a(incl. earlier yea tax)	496070.00		22P679.00
Add/Less-Deferred Tax	5267850.00		1304868.00
Net Profit after Tax		359577228	7575716.75
Dividend (including Interim if any and final		-	-
Net Profit after dividend and Tax		359577228	7575716.75
Amount transferred to General Reserve		359577228	7575716.75
Balance carried to Balance Sheet		359577228	7575716.75
Earnings per share (Bas ic)		258	162
Earnings per Share(Diluted)	258		162

Dividend

To conserve the resources of the command requirement of working capital Directors do not recommend any dividend for the Year under consideration.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 25(2) of the Companies Act, 203 do not apply as there was dividend declared and paid last year.

Reserves

The amounts, if any, which the Board proposes to carry to any reserves is to be given.

Brief description of the Companyâs working during the year/State of Companyâs affair

Your Directors wish to prese he details of Companyâs Business operations and State of affairs during the year under review:

a) Profitability- The profit/loss for the year company is R35,95,77228 in comparison Rs. 75,75,76.75 last year .

b) Sales - The turnover/receipt from the year of the Company is R46,26,94,42.00 .

c) Marketing and Market environment Your company has successfully established business under the name & style âRAGHAV RAMMING MASS LIMTTED AT thuaipur

d) Future Prospects including constraints affecting dueoGovernternment policies: The company is exploring/searching fonew prospects thereon .

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date this re

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

Statutory Auditors

B P Mundra and Company, Chartered Accountants, ^50013720 ) were re-appointed as Statutory Auditors of the Company

B P Mundra and Company, Chartered Accountants be and are here by as Statutory Auditors of the Company, to hold office from of this Meeting till the conclusion of fixate Annual General Meeting of the Company.

Auditorsâ Report

The company has received an audit report from the statutory auditors of the company and according to the report financial statements the year ended on 3^s! March, 2016 give a true and fair view of the state of affairs of the company, and are in conformity with the prescribed accounting principles and there were no qualifications, reservations or adverse remarks made by the auditoria ne reports .

Share Capital

A. BUY BACK OF SECURIT IES

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARE

Company has issue Bonus Shares were issued during the year under review.

D. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

Issue of equity shares with differential rights

The Company has not issued annuity shares with differential voting rights.

Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The company had no such provision of money for purchasing its own shares by employee by or trustees during the year.

Extract of the annual return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 204 is furnished â"Annexure-Aâ and is attached this Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows-

- The provisions of Section 34 (3) (mf the Companies Act, 20)3 do not apply to our Company.

- There was no foreign exchange inflow or Outflow during the year under review.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social as the said provisions are not applicable on 3103.15 .

Directors: A. Changes in Directors and Key Managerial Personnel

- There was appointment of any director Company secretary and CFO During the review.

- No director has been resign e

B. Declaration by an Independent Director(s) and re-appointment, if any

The provisions of Section 49 pertaining to the appointment of Independent Directors do not apply to our Company however it apply 2016-17 as company already appointed independent director

Number of meetings of the Board of Directors

The Company had 7 (Seven) Board meetings during the financial year under review.

Disclosure of Composition Of Audit Committee

The provisions of Section 77 of the Companies Act, 20)3 read with 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 20)3 is not applicable to the Company.

Disclosure on Vigil Mechanism

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed: by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee concerning the interests of co employees and the Company.

Nomination and Remuneration Committee

The provisions of Section 78(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence het Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 78(3) of the Companies Act, 203.

Particulars of loans, guarantees or investments under section 186

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 203 during the year under review and hence the said provisioned sapplicable.

Particulars of contracts or arrangements with related parties:

The following are or arrangements made with related parties as defined under Section 188 of the Companies Act, 203 during the year under review

Salary

MrRajesh Kabra- 6,00000

Sanjay Kabra 50000

Krishna Kabra 50000

Loans Taken

Rs. Nil

Loans Repaid

522199.00

Secretarial Audit Report

The provisions relating to submission of Secretarial Audit Report are not applicable to the Company however company shares listed during the year 2015 therefore it applicable from FY 2016-17 .

Corporate Governance Certificate

The provisions relating corporate governance ire not applicable to the Company.

RISK MANAGEMENT

The Company has formed a Risk Managed Committee consisting of :

And on the suggestions of the respective Committee members the Board of Directors has ensured that an effective KYC program is put in place and has established appropriate procedures and is ensuring its effective implementation The program covers proper management oversight, systems and controls, segregation of duties, training and other related matters. Responsibility has been explicitly allocated within the company to ensure that companyâs policies and procedures are implemented effectively. The Board has devised procedures for creating Risk Profiles of new customers and will apply various Anti Money Laundering measures keeping in view the risks involved in a transaction, account or business relationship .

- Company will ensure tit its audit machinery is staffed adequately with individuals who are well-versed in such policies and procedures. Concurrent/Internal Auditors will specifically check and verify the application of KYC procedures and comment on the lapses observed in

this regard. The compliance in this regard will be put up before the Audit Committee of the Board at quarterly intervals.

- Company will have an ongoing employee training program so that members of the staff are adequately trained in KYC procedures. Training influents will have different focuses for frontline staff, compliance staff and staff dealing with new cuts ormers.

- Customer Education: The implementation of KYC procedures requires company to demand certain information from customers, which may be of per , or which has hitherto never been called for. This can sometimes lead to a lot of questioning by the customer as to the motive and purpose of collecting such information. Companyâs front line staff will therefore personally discuss this with and if required, company will also prepare specific literature/pamphlets, etc. so as to educate the customer on the objectives of the KYC program.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY Directorsâ Responsibility Statement

In accordance with the provisions of Section 34(5) of the Companies Act, 20)3 the Board hereby submits its responsibility Statement:

i. in the preparation of the annual accounts, the applicable accounting standards had along with proper explanation relating to material departures;

ii. 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 and of the profit and loss of the company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the proving of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis; and

v. the directors, in the case of a listed company, had l down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively .

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effect lively.

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BE

RAGHAV RAMMING MASS LIMITED

PLACE: JAIPUR (Sanjay Kabra (Rajesh Kabra

DATE : 27/05/206 Whole Time Director Managing Director

D IN :0255278 D IN:00935200

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