Directors Report of Rajgor Castor Derivatives Ltd.

Mar 31, 2025

The Directors of your Company with immense pleasure, presenting the 7^th Annual Report on the business and operation of the company together with Audited Financial Statements and the Auditors Report of your Company for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

(Amount In Rupees)
Particulars	Current Year 31.03.2025	Previous Year 31.03.2024
Revenue from Operations	6,254,003,567	5,648,357,605
Other Income	19,719,739	14,66,182
Total Revenue	6,273,723,306	5,649,823,787
Total Expenditure (Including Change in Inventories)	6,134,572,977	5,513,423,466
Profit Before Tax	139,150,329	136,400,321
Less: Tax expense/ Deferred tax liability	49,075,393	38,562,063
Profit after Tax	90,074,936	97,838,258
Earnings Per Share (Basic)	3.77	5.18
Earnings Per Share (Diluted)	-	-

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

The Key highlights pertaining to the business operations of the Company for the year 2024-25 have been given

hereunder:

â¢ The total revenue from operation of the Company during the financial year 2024-25 is Rs. 6,254,003,567/- against the previous year''s revenue of Rs. 5,648,357,605/-.

â¢ The Company has earned net profit of Rs. 90,074,936/- against the previous year''s Profit of Rs 97,838,258/-.

â¢ The Company has actively engaged and expanded in export activities as part of its strategic expansion into international markets. Company''s products were exported to various countries contributing to revenue diversification and increased global market presence. Company has generated revenue from export of Rs. 21,06, 10, 391/- against the previous year''s export of Rs. 3,96,92,641/-

Your directors are optimistic about the Company''s business and hopeful of better performance with increased

revenue and profit in the coming year.

3. DIVIDEND:

Your Company has earned a net profit (after tax) of Rs. 90,074,936/- as against Rs. 97,838,258/- in the previous year.

The Board has recommended a dividend of Rs. 0.10 per share for the financial year ended March 31, 2025, whereas

your directors also recommended dividend for the year ended 31^st March, 2024 of Rs. 0.10 per share.

Dividend pay-out is in accordance with the Company''s dividend distribution policy. The dividend, if approved by the members at the ensuing Annual General Meeting, would involve a cash outflow of about Rs. 23,92,000. The dividend will be paid after deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date. The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, can be accessed on the Company''s website at www.raigorcastor.com.

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

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

However, your company has transferred Rs. 11,220 in unclaimed and unpaid dividend account as part of unclaimed dividend declared for the FY ended on 31^st March 2024. Details of statement of unpaid/ unclaimed divided, pursuant to Section 124 of Companies Act, 2013 is uploaded on the Company''s website at www.rajgorcastor.com.

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are annexed in "Annexure- I".

6. CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of business during the year.

7. TRANSFER TO RESERVES:

The Company has transferred Rs. 90,074,936/- to reserves.

8. SHARE CAPITAL:â¢ AUTHORISED SHARE CAPITAL

As on 31^st March, 2025, the Company has authorized share capital of Rs. 24,00,00,000/- (Rupees Twenty-Four Crore Only) divided into 2.4 crore equity shares of Rs. 10/- each.

â¢ ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

As on 31^st March, 2025, the Issued, subscribed and Paid-Up Capital is Rs. 23,91,58,520/- (Rupees Twenty-Three Crore, Ninety-One Lakh, Fifty-Eight Thousand, Five Hundred and Twenty Only) divided into 2,39,15,852 equity shares of Rs. 10/- each.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

I. As on 31^st March, 2025, the Company does not have any Subsidiaries, Associates and joint ventures company as per Companies Act, 2013.

II. As on 31^st March, 2025, the Company has sister concerned companies which are having common Management and Relative of director in the company respectively name as follows;

â¢ Rajgor Agro Limited

â¢ Rajgor Proteins Limited

â¢ Rajgor Industries Private Limited

â¢ Exaoil Refinery limited

â¢ Koovey Oleo Science Private Limited

â¢ Rajgor Logistics Private Limited

â¢ TTL Enterprises Limited

â¢ Rajgor Enterprises Private Limited

10. RELATED PARTY DISCLOSURES:

During the year transaction with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, annexed herewith in Form AOC-2 as "Annexure II".

11. CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the Financial Year 2024-25 Company did not make any amendment in Memorandum of Association (MOA) and Articles of Association (AOA).

12. BOARD MEETINGS:

The Board meets at regular intervals to discuss and take a view on the Company''s policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

13. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

I. That in the preparation of the annual accounts for the financial year ended 31^st March 2025, as per the applicable accounting standards have been followed and that there were no material departures;

II. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the profit of the company for the year under review;

III. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularity.

IV. That the Directors have prepared the annual accounts for the year ended 31^st March, 2025, on a "going concern basis."

V. That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

14. DEPOSITS:

During the year under review, your Company has not accepted or renewed any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.

15. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company''s Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the Articles of Association of the Company. The Company''s Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of your Company.

The Directors on the Board have experience in the field of manufacturing, accounts, finance, legal, statutory compliance.

None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, as at March 31, 2025.

COMPOSITION OF BOARD AND KMP
Sr. no.	Name of director/KMP	Designation
1.	Brijeshkumar Vasantlal Rajgor	Managing Director

2.	Vasantkumar Shankarlal Rajgor	Executive Director
3.	Maheshkumar Shankarlal Rajgor	Chairman and Non-Executive NonIndependent Director
4.	Nishit Dushyant Shah	Independent Director
5.	Dipika Pradeep Soni	Independent Director
6.	Himali Maheshbhai Thakkar	Independent Director
7.	Varun Ajaybhai Patel	Chief Financial officer
8.	Yash Vijay Rathore	Company Secretary & Compliance Officer

APPOINTMENT/REAPPOINTMENT/CHANGE OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

During the year, The Company has appointed 2 independent directors named Ms. Dipika Pradeep Soni and Ms. Himali Maheshbhai Thakkar on the board meeting held 28^th August, 2024 as Additional Independent Directors, and their appointment were regularized in 6^th Annual General Meeting held on 28^th September, 2024.

During the year, Ms. Shivangi Gajjar has resigned from the post of Independent Director of the Company w.e.f. 02^ndOctober, 2024, and which was subsequently noted by the board on the board meeting held on 29^th October, 2024.

During the year, Mr. Parin Shah has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 07^th October, 2024, and which was subsequently noted by the board on the board meeting held on 29^th October, 2024.

During the year, The Company has appointed Mr. Yash Rathore as the Company Secretary & Compliance Officer designated as a Key Managerial Personnel of the Company w.e.f. 20^th January, 2025.

17. DIRECTOR RETIRE BY ROTATION

In accordance with the provisions of the companies Act, 2013, and the articles of the association of the company, Mr. Vasantkumar Shankarlal Rajgor, Executive Director retires by rotation at the forthcoming 7^th Annual General meeting and being eligible, offers himself for re-appointment.

18. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013, alongwith in compliance in Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iii) (a) of the Companies (Accounts) Rules, 2014.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committee of the Company and in addition to that lease rent, remuneration and dividend paid to Mr. Maheshkumar Shankarlal Rajgor Non-Executive and Non-Independent Director of the Company.

19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The company has implemented a robust Familiarization Program for independent directors, aiming to equip them with the necessary knowledge, insights, and exposure to effectively discharge their responsibilities. The program includes comprehensive induction, periodic updates on industry trends, site visits, relevant training programs, access to information, and regular interactions with senior management. By actively engaging independent directors and providing them with the necessary resources, we strive to foster a well-informed and engaged Board that contributes to effective governance and value creation.

20. COMMITTEES OF THE BOARD:

The company has constituted following committees as per the companies Act, 2013.

a. Audit Committee

Your Company has in accordance with the Section 177 of the Companies Act, 2013, has constituted the Audit Committee comprising of 3 directors.

The Composition of Audit Committee as on 31^st March 2025 are as follows:

Name of Director	Designation in the Committee	Designation
Dipika Pradeep Soni	Chairperson	Non-Executive Independent Director
Himali Maheshbhai Thakkar	Member	Non-Executive Independent Director
Brijeshkumar Vasantlal Rajgor	Member	Managing Director
The Audit committee policy is available on the website of the company at www.rajgorcastor.com.

b. Nomination and Remuneration Committee

The Company has constituted the Nomination and Remuneration Committee. The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of Nomination and Remuneration Committee as on 31^st March 2025 are as follows:

Name of Director	Designation in the Committee	Designation
Dipika Pradeep Soni	Chairperson	Non-Executive Independent Director
Himali Maheshbhai Thakkar	Member	Non-Executive Independent Director
Maheshkumar Shankarlal Rajagor	Member	Non-Executive Director

The Nomination and remuneration policy available on the website of the company at www.rajgorcastor.com which includes all the required details relating to directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178.

c. Stakeholders Relationship Committee

The Company has constituted Stakeholder''s Relationship Committee. The Constitution, composition and functioning of the Stakeholder''s Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013, and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of Stakeholder''s Relationship Committee as on 31^st March 2025 are as follows:

Name of Director	Designation in the Committee	Designation
Dipika Pradeep Soni	Chairperson	Non-Executive Independent Director
Himali Maheshbhai Thakkar	Member	Non-Executive Independent Director
Maheshkumar Shankarlal Rajagor	Member	Non-Executive Director

21. BOARD EVALUATION INCLUDING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE.

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

22. AUDITORS:Statutory Auditors:

Pursuant to provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit & Auditors) Rules, 2014, M/s V S S B & Associates, Chartered Accountants having registration number: 121356W, appointed as Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of this Annual general meeting to the conclusion of the annual general meeting of the company to be held for the financial year ended on 31^st March, 2028.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations on adverse remarks or disclaimers given by Statutory Auditors'' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors'' Report.

Secretarial Auditor:

During the year under review, the Company has received resignation letter from M/s. Shah Santoki & Associates, Practicing Company Secretary, from the position of Secretarial Auditor due to his personal reason with immediate effect. So he was unable to conduct the Secretarial Audit for the FY 2023-24.

Due to the casual vacancy of Secretarial Auditor, Pursuant to provision of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors of the company on recommendation of Audit Committee, at their meeting held on 28.08.2024 had re-appointed M/s Sachin Thakkar and Associates, Company Secretaries, Ahmedabad (A Peer Reviewed Firm) as a secretarial auditor to conduct the Secretarial Audit for the Financial Year 2023-24.

Subsequently after the closing of the financial year Pursuant to provision of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors of the Company on recommendation of Audit Committee, at their meeting held on 30^th May, 2025, had re-appointed M/s Sachin Thakkar and Associates, Company Secretaries, Ahmedabad (A Peer Reviewed Firm) as a secretarial auditor to conduct the Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report issued in form MR-3 by M/s Sachin Thakkar and Associates, Company Secretaries in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2025, is annexed as "Annexure-III".

The secretarial audit report does not contain any other qualification, reservation or adverse remark except noncompliance regarding delay in appointment of company secretary as mentioned below:

Qualification: As per Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), every listed company is required to appoint a qualified company secretary to act as a Compliance Officer and in the event of vacancy of such compliance officer due to any reason, company is required to fill such vacancy at the earliest and not later than three months from the date of such vacancy. However, in the event of a vacancy caused due to the resignation of Mr. Parin Shah on October 7, 2024, it is required to appoint a new Company Secretary cum compliance officer by January 6, 2025. But company has appointed Mr. Yash Rathore as Company secretary cum compliance officer on 20^th January, 2025 so company has filled such vacancy with the delay of 13 days and to that extent not complied with regulation 6 of SEBI LODR, 2015.

Management''s Comment: The delay in appointing the Company Secretary was unintentional and caused by unforeseen circumstances. Our initial candidate was unable to join, which required us to find a new one. This process took additional time, leading to the delay. Also note an order was already issued by NSE regarding delay in appointment of Company Secretary. However, the Company made appointed Mr. Yash Rathore as the Company Secretary cum Compliance Officer on 20th January, 2025, and there has been a delay of a few days in the appointment of the Company Secretary cum Compliance Officer in the Company. Fine of Rs. 15,340/- was imposed on Company by NSE which was duly paid and a satisfactory explanation for the delay was also provided to the NSE, thereby addressing and resolving the non-compliance.

Cost Auditor:

Pursuant to the provisions of the Companies Act, 2013, and rules thereof, the Board of Directors of the Company, in their meeting held on 28^th August, 2024, the Company has appointed M/s D R RADADIYA & CO, Cost Auditor (Firm Registration No. 103702) as cost auditor for conducting the cost audit in respect of the products manufactured by the Company as per the provisions of Section 148 of the Companies Act, 2013, for the period under review. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, and the rules made there under (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the board of directors of the company, at their meeting held on 29.05.2024 had appointed M/s R B TANNA AND CO (having FRN: 110805W), Chartered Accountants, Ahmedabad as Internal Auditors to conduct Internal Audit for the financial year 2024-25.

23. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MDA) which forms part of this Annual Report is annexed as "Annexure-IV".

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR) ON ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG):

The BRSR on ESG as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not apply to your company for the financial year 2024-25.

25. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Details of particulars of employees as required under rule 5(2) of the companies (Appointment and; Remuneration of Managerial Personnel) Rules, 2014, have been annexed in "Annexure-V".

26. PREVENTION OF INSIDER TRADING:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on company''s website and can be assessed at www.raigorcastor.com.

27. CORPORATE GOVERNANCE:

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

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

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

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

28. CHANGES IN REGISTERED OFFICE ADDRESS:

During the year under review, the Company has not changed its registered office address.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also ensures that internal controls are operating effectively.

30. RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity. There is no such identification of elements of risk which in the opinion of the Board may threaten the existence of the company.

31. POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:

Your Company has adopt the policy for the preservation of Documents and Archival of Documents to ensure that all the necessary documents and records of the Company are adequately protected and preserved as per the Statutory requirements which is available on website www.rajgorcastor.com.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review;

a) number of complaints of sexual harassment received - 0

b) number of complaints disposed off during the year - 0

c) number of cases pending for more than ninety days - 0

33. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company has complied with all the provisions of the Maternity Benefit Act, 1961, and its subsequent amendments. The Company has established all necessary policies and procedures to ensure that any eligible female employee would receive the benefits mandated by the Act. During the period under review, no female employee of the company was eligible for or has availed of maternity benefits under the said Act. Consequently, no such benefits were provided.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted ''Vigil Mechanism / Whistle Blower Policy'' for Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism. During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at www.raigorcastor.com.

35. INVESTOR GRIEVANCES REDRESSAL STATUS:SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

SMART ODR:

The Company has adopted the Smart Online Dispute Resolution (Smart ODR) mechanism in alignment with regulatory guidelines and industry best practices. This digital-first platform facilitates efficient and transparent resolution of customer grievances through a streamlined, cost-effective process.

36. CORPORATE SOCIAL RESPONSIBILITY:

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

A 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 "Annexure VI" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

This Policy is available on the Company''s website at www.raigorcastor.com.

37. LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES:

During the year ended 31st March, 2025, company has given Loans, Guarantees and/or made any Investments covered within the limits as specified under the provisions of Section 186 of the Companies Act, 2013. Particulars of loans, guarantees or investments, if any covered under section 186 is mentioned in financial statement.

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

No such incidence took place during the year.

39. MATERIAL CHANGES AND COMMITMENTS:

There have been no Material Commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statement Related and the date of the report.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.

41. PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

42. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.raigorcastor.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

43. COPY OF ANNUAL RETURN:

The draft Annual Return as on March 31, 2025, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company www.raigorcastor.com and forms integral part of this Annual Report.

44. CREDIT RATING:

The Company had received Credit Rating from Infomerics Ratings ("INFOMERICS") for its Long Term and Short Term financial Facilities as IVR BBB/ Stable (IVR triple B with Stable outlook) and IVR A3 (IVR A three plus) respectively.

45. INSURANCE:

The company has taken very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risk.

46. ACKNOWLEDGEMENT:

Your directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support.

Mar 31, 2024

The Directors of your Company with immense pleasure, presenting the 6^th Annual Report on the business and operation of the company together with Audited Financial Statements of Accounts and the Auditors Report of your Company for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

(Amount in Rupees)

Particulars	Current Year 31.03.2024	Previous Year 31.03.2023
Revenue from Operations	5,64,83,57,604.92	4,28,78,05,789.26
Other Income	14,66,181.83	9,29,229.97
Total Revenue	5,64,98,23,786.75	4,28,87,35,019.23
Total Expenditure (Including Change in Inventories)	5,51,34,23,465.80	4,20,21,55,053.13
Profit Before Tax	13,64,00,320.95	8,65,79,965
Less: Tax expense/ Deferred tax liability	3,85,62,062.53	31,133,430.00
Profit after Tax	9,78,38,258.42	5,54,46,536.10
Earnings Per Share (Basic)	5.18	30.06
Earnings Per Share (Diluted)	5.18	30.06

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

The Key highlights pertaining to the business operations of the Company for the year 2023-24 have been given hereunder:

â¢ The total revenue from operation of the Company during the financial year 2023-24 is Rs. 5,64,98,23,786.75/-against the previous year''s revenue of Rs. 4,28,87,35,019.23/-.

â¢ The Company has earned net profit of Rs. 9,78,38,258.42/- against the previous year''s Profit of Rs 5,54,46,536.10/-

â¢ The company has also started Export during the year.

Your directors are optimistic about the Company''s business and hopeful of better performance with increased revenue and profit in the coming year.

3. DIVIDEND:

Your Company has earned a net profit (after tax) of Rs. 9,78,38,258.42/- as against Rs. 5,54,46,536.10/- in the previous year. The Board has recommended a dividend of Rs. 0.10 per share for the financial year ended March 31, 2024, whereas your directors didn''t recommend dividend for the year ended 31^st March, 2023 due to appropriation of the excess funds to development of the business.

The dividend, if approved by the Members at the ensuing Annual General Meeting (AGM), shall absorb a sum of Rs. 23.92 Lacs.

The Dividend Distribution Policy of the Company in line with Regulation 43A of the Listing Regulations is available on the Company''s website at www.raigorcastor.com.

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed in "Annexure- I".

6. CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of business during the year.

7. TRANSFER TO RESERVES:

The Company has transferred Rs. 97,838,258.42/- to reserves.

8. SHARE CAPITAL:

â¢ AUTHORISED SHARE CAPITAL

During the year, The company has increased its authorized capital from 10,00,00,000/- (Rupees ten crore only) divided into 1 crore equity shares of Rs. 10/- each TO Rs. 24,00,00,000 (Rupees Twenty four crore only) divided into 2.4 crore equity shares Rs. 10/- Each in the Extra ordinary General Meeting (EoGM) held on 26^th June, 2023.

â¢ ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During the year, the Company had allotted Shares by way of following issues:

S.No.	Type of Issue	Type of Shares	Number of Shares Issued	Total Amount (Rs.) (Including Premium)
1.	Bonus Issue*	Equity Shares	1,28,75,016	--
2.	Fresh Issue through IPO*	Equity Shares	88,95,000	44,47,50,000

*Bonus Issue:

During the year, The company has issued the 1,28,75,016 number of equity shares as bonus shares in the ratio of 6 (six) bonus equity shares for every 1(one) existing fully paid up equity shares in the Extra ordinary General Meeting (EoGM) held on 26^th June, 2023. The aforesaid shares has been allotted on 5^th July, 2023.

*Issue of Equity Shares through IPO:

During the year, The Paid up Capital of the company was increased by Fresh issue through Initial Public offer of

88.95.000 Equity Shares (Face Value of Rs. 10/- Each) at a Price of Rs. 50/- Per Equity Share (Including a Share Premium of Rs. 40/- Per Equity Share), Aggregating Rs. 44,47,50,000/-. Further, the company has also made offer for sale for

6.66.000 Equity Shares (Face Value of Rs. 10/- Each) at a Price of Rs. 50/- Per Equity Share (Including a Share Premium of Rs. 40/- Per Equity Share), Aggregating Rs. 3,33,00,000/- through Initial Public offer.

The aforementioned equity shares were allotted on 25^th October, 2023. The equity shares of the company got listed on NSE Emerge Platform on 31^st October, 2023.

Therefore, the revised capital structure as on March 31, 2024 is as follows:

Authorised Capital (in Rs.)	24,00,00,000/-
Issued, subscribed and Paid-Up Capital (in Rs.)	23,91,58,520/-

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

I. As on 31^st March, 2024, The Company does not have any Associates and joint ventures company as per Companies Act 2013.

II. As on 31^st March, 2024, The Company has sister concerned companies which are having common Management and

Relative of director in the company respectively name as follows;

â¢ Rajgor Agro Limited

â¢ Rajgor Proteins Limited

â¢ Rajgor Industries Private Limited

â¢ Exaoil Refinery limited

â¢ Koovey Oleo Science Private Limited

â¢ Rajgor Logistics Private Limited

â¢ TTL Enterprises Limited

10. RELATED PARTY DISCLOSURES:

During the year transaction with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 annexed herewith in Form AOC-2 as "Annexure II".

11. CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the Financial Year 2023-24 company has made the following amendment in Memorandum of Association (MOA) and Articles of Association (AOA).

Company has changed their Capital Clause during the year.

Â»- The company has increased its authorized share capital from Rs. 10,00,00,000/- (Rupees ten crore only) to Rs.

24,00,00,000 (Rupees Twenty four crore only) divided into 2.4 crore equity shares having face value of Rs. 10 Each in the Extra ordinary General Meeting (EoGM) held on 26^th June, 2023.

12. INITIAL PUBLIC OFFER OF EQUITY SHARES:

Your Company came out with an initial public offer (IPO) of its equity shares aggregating to Rs. 4780.50 Lakhs comprising of Rs. 4447.50 Lakhs and 333.00 Lakhs for fresh issue and offer for sale respectively. The issue was open for subscription from October 17, 2023 to October 20, 2023. Pursuant to the Fresh issue 88,95,000 equity shares were issued and allotted on 25^th October, 2023 to the public at price of Rs. 50 per share.

13. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited w.e.f. 31^st October, 2023. The Company has paid the annual listing fee for the financial year 2024-25. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0BZQ01011.

14. BOARD MEETINGS:

During the year, the Board of Directors met Seventeen times and board meetings were held on the following dates as mentioned in the table:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Presen¹
1.	14.04.2023	4	4
2.	06.05.2023	5	4
3.	01.06.2023	5	5
4.	22.06.2023	5	4
5.	28.06.2023	5	5
6.	05.07.2023	5	4
7.	20.07.2023	5	5
8.	27.07.2023	5	5
9.	03.08.2023	5	5
10.	04.09.2023	5	5
11.	04.10.2023	5	5
12.	07.10.2023	5	5
13.	21.10.2023	5	5
14.	25.10.2023	5	5
15.	10.11.2023	5	5
16.	30.12.2023	5	5
17.	20.03.2024	5	5

15. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

i) That in the preparation of the annual accounts for the financial year ended 31^st March 2024, as per the applicable accounting standards have been followed and that there were no material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the profit of the company for the year under review;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularity.

iv) That the Directors have prepared the annual accounts for the year ended 31^st March 2024 on a "going concern basis."

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

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

16. DEPOSITS:

During the year under review, your Company did not accept or renewed any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.

17. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors on the Board have experience in the field of manufacturing, accounts, finance, legal, statutory compliance.

None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2024.

COMPOSITION OF BOARD AND KMP

Sr. no.	Name of director	Designation
1.	BRIJESHKUMAR VASANTLAL RAJGOR	Managing Director
2.	VASANTKUMAR SHANKARLAL RAJGOR	Executive Director
3.	MAHESHKUMAR SHANKARLAL RAJGOR	Non-Executive and Non-Independent Director

4.	SHIVANGI GAJJAR	Independent Director
5.	NISHIT DUSHYANT SHAH	Independent Director
6.	*DIPIKA PRADEEP SONI	Additional Director (Non-Executive and Independent)
7.	*HIMALI MAHESHBHAI THAKKAR	Additional Director (Non-Executive and Independent)
8.	VARUN AJAYBHAI PATEL	Chief Financial officer
9.	PARIN NAYANBHAI SHAH	Company Secretary

*Ms. Dipika Pradeep Soni and Ms. Himali Maheshbhai Thakkar has been appointed as an Additional Director (NonExecutive and Independent) of the company w.e.f 28.08.2024.

APPOINTMENT/REAPPOINTMENT/CHANGE OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

During the year, The Company has appointed 2 independent directors named Ms. Shivangi Gajjar and Mr. Nishit Dushyant Shah on the board meeting held 14^th April, 2023 and 6^th May, 2023 respectively.

The company has appointed Mr. Varun Ajaybhai Patel as a Chief Financial Officer (C.F.O.) of the company in the capacity of Key Managerial personnel w.e.f. 01^st June,2023

The Company has appointed Mr. Parin Shah as a Company Secretary & Compliance Officer of the Company in the capacity of Key Managerial personnel w.e.f. 1^st June, 2023.

Further Ms. Dipika Pradeep Soni and Ms. Himali Maheshbhai Thakkar has been appointed as an Additional Director (Non-Executive and Independent) of the company on the board meeting held 28^th August, 2024.

19. DIRECTOR RETIRE BY ROTATION

In accordance with the provisions of the companies Act, 2013 and the articles of the association of the company, Mr. Maheshkumar Shankarlal Rajgor, Non-Executive and Non-Independent Director retires by rotation at the forthcoming 6^th Annual General meeting and being eligible, offers himself for re-appointment.

20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013 alongwith in compliance in Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

21. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

22. COMMITTEES OF THE BOARD:

The company has constituted following committees as per the companies Act, 2013.

a. Audit Committee

Your Company has in accordance with the Section 177 of the Companies Act, 2013 constituted the Audit Committee on 28.06.2023 comprising of 3 directors.

The Composition of Audit Committee for the financial year 2023-24 is as follows:

Name of Director	Designation in the Committee	Designation
NISHIT DUSHYANT SHAH	Chairman	Non-Executive Independent Director
SHIVANGI GAJJAR	Member	Non-Executive Independent Director
BRIJESHKUMAR VASANTLAL RAJGOR	Member	Managing Director

The Audit committee policy is available on the website of the company at www.raigorcastor.com

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was reconstituted on 28.06.2023. The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of Nomination and Remuneration Committee for the financial year 2023-24 is as follows:

Name of Director	Designation in the Committee	Designation
NISHIT DUSHYANT SHAH	Chairman	Non-Executive Independent Director
SHIVANGI GAJJAR	Member	Non-Executive Independent Director
MAHESHKUMAR SHANKARLAL RAJAGOR	Member	Non-Executive Director

The Nomination and remuneration policy available on the website of the company at www.raigorcastor.com which includes all the required details relating to directors'' appointment and remuneration including criteria for

determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178.

c. Stakeholders Relationship Committee

The Stakeholder''s Relationship Committee was reconstituted on 28.06.2023. The Constitution, composition and functioning of the Stakeholder''s Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of Stakeholder''s Relationship Committee for the financial year 2023-24 is as follows:

Name of Director	Designation	Designation
	in the
	Committee
NISHIT DUSHYANT SHAH	Chairman	Non-Executive Independent Director
SHIVANGI GAJJAR	Member	Non-Executive Independent Director
MAHESHKUMAR SHANKARLAL RAJAGOR	Member	Non-Executive Director

23. BOARD EVALUATION INCLUDING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE.

24. AUDITORS:

Statutory Auditors :-

Pursuant to provisions of Section 139 of the Companies Act read with the Companies (Audit & Auditors) Rules, 2014, M/s V S S B & Associates, Chartered Accountants having registration number: 121356W, appointed as Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of this Annual general meeting to the conclusion of the annual general meeting of the company to be held for the financial year ended on 31^stMarch, 2028.

Reporting of frauds by Auditors:

Secretarial Auditor-

After the closure of the year, Company has received resignation letter from M/s. Shah Santoki & Associates, Practicing Company Secretary, from the position of Secretarial Auditor due to his personal reason with immediate effect. So he was unable to conduct the Secretarial Audit for the FY 2023-24.

Due to the casual vacancy of Secretarial Auditor, Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors of the company on recommendation of Audit Committee, at their meeting held on 28.08.2024 had appointed M/s Sachin Thakkar and Associates, Company Secretaries, Ahmedabad (A Peer Reviewed Firm) as a secretarial auditor to conduct the Secretarial Audit for the Financial Year 2023-24.

The observations and comments, if any, appearing in the secretarial audit report are self-explanatory and do not call for any further explanation/ clarification. The secretarial auditor report does not contain any qualification, reservation or adverse remark.

Cost Auditor:-

The Company has appointed M/s D R RADADIYA & CO, Cost Auditor (Firm Registration No. 103702) as cost auditor for conducting the cost audit in respect of the products manufactured by the Company as per the provisions of Section 148 of the Companies Act, 2013 for the period under review. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in their meeting held on 28^th August, 2024 appointed M/s D R RADADIYA & CO, Cost Auditor (Firm Registration No. 103702) for auditing the cost records of your Company for the year 2024-25. M/s D R RADADIYA & CO, Cost Auditor (Firm Registration No. 103702), have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting. The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the board of directors of the company, at their meeting held on 28.06.2023 had appointed M/s R B TANNA AND CO (having FRN: 110805W), Chartered Accountants, Ahmedabad as Internal Auditors to conduct Internal Audit for the financial year 2023-24.

25. MANAGEMENT DISCUSSION & ANALYSIS:

26. BUSINESS RESPONSIBILITY REPORTING :

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2023-24.

27. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Details of particulars of employees as required under rule 5 (2) of the companies (Appointment and; Remuneration of Managerial Personnel) Rules, 2014 have been annexed in "Annexure-V".

28. PREVENTION OF INSIDER TRADING

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on company''s website and can be assessed at www.raigorcastor.com

29. CORPORATE GOVERNANCE

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

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

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

30. CHANGES IN REGISTERED OFFICE ADDRESS:

The Company has changed its registered office from 807, Titanium One, Nr. Pakwan Cross Road, S.G Highway, Bodakdev, Ahmedabad-380054, Gujarat To 1118, Fortune Business Hub, Near Satyamev Elysiym, Science City Road, Sola, Ahmedabad-380060, Gujarat with effect from 30^th December, 2023.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

32. RISK MANAGEMENT POLICY:

33. POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted ''Vigil Mechanism / Whistle Blower Policy'' for Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism. During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at www.rajgorcastor.com.

36. INVESTOR GRIEVANCES REDRESSAL STATUS SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

SMART ODR

37. CORPORATE SOCIAL RESPONSIBILITY

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

This Policy is available on the Company''s website at www.rajgorcastor.com

38. LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES:

During the year ended 31st March, 2024, company has given Loans, Guarantees and/or made any Investments covered within the limits as specified under the provisions of Section 186 of the Companies Act, 2013. Particulars of loans, guarantees or investments, if any covered under section 186 is mentioned in financial statement.

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

No such incidence took place during the year.

40. MATERIAL CHANGES AND COMMITMENTS:

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.

42. PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company

43. WEBSITE:

44. COPY OF ANNUAL RETURN:

The draft Annual Return as on March 31, 2024, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company www.raigorcastor.com and forms integral part of this Annual Report.

45. CREDIT RATING:

46. INSURANCE:

The company has taken very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risk.

47. ACKNOWLEDGEMENT:

The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support.

For and on behalf of Board of Directors of RAJGOR CASTOR DERIVATIVES LIMITED

SD/- SD/-

MAHESHKUMAR SHANKARLAL RAJAGOR BRIJESHKUMAR VASANTLAL RAJGOR

Chairman and Non-Executive Director Managing Director

DIN:07765332 DIN:08156363

Date: 04/09/2024 Date: 04/09/2024

Place: Ahmedabad P l a c e : A h m ed a b a d

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