Directors Report of Raw Edge Industrial Solutions Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 21^st Annual Report on the business and operations of your
Company together with the Audited Accounts for the financial year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the financial year ending 31^st March, 2025, your company has recorded a total income of Rs.
44,82,96,662/-, marginally lower than the previous year''s Rs. 44,99,37,699/-. The Company incurred a Net
Loss of Rs. 1,03,91,056/-, compared to Rs. 58,56,629/- in the prior year. However, with our strategic
initiatives in place, we are optimistic about returning to growth and profitability, assuring our respected
shareholders that we are on the path to future success.

Financial performance of the Company for Financial Year 2024-2025 is summarized below:

Particulars	2024-2025*	2023-2024*
Revenue from operations	44,78,26,923	44,96,79,800
Other Income	4,69,739	2,57,899
Total income	44,82,96,662	44,99,37,699
Profit/(Loss) before tax and Exceptional items	(34,84,193)	(75,41,284)
Exceptional items	-	-
Profit/ (Loss) before tax	(34,84,193)	(75,41,284)
Less: Tax Expenses
- Current Tax	-	-
- Deferred Tax	69,06,863	(16,84,655)
- Income tax of Previous years	-	-
Net Profit/ (Loss) For the Year	(1,03,91,056)	(58,56,629)

* Figures regrouped wherever necessary.

2. CHANGE IN NATURE OF BUSINESS, IF ANY

During the course of the Financial Year, the company’s business operations and the nature of its activities
have remained unchanged.

3. DIVIDEND:

We regret to announce to our respected shareholders that, due to the financial difficulties experienced this
fiscal year, which have resulted in losses, the Board of Directors has made the difficult decision to refrain
from declaring any dividends for the financial year 2024-25. This decision is made to ensure the financial
stability and health of the company during this period of economic uncertainty. We are committed to
taking decisive strategic actions to restore profitability and increase shareholder value, with a focus on
long-term growth and sustainability. We appreciate your understanding and continued support as we work
together to navigate these challenges and emerge stronger.

4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

5. TRANSFER TO RESERVES:

Company has not transferred any amount to general reserve.

6. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 10,05,84,000/-. During
the year under review, there is no change in the capital structure since previous year.

7. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the board and its committees thereof and detail of the changes in their
composition if any is given in Annexure I in the corporate governance report. The composition of the
board and its committee is also available on the website of the company at
https://rawedge.in/home 1/company/management/board-of-directors/

8. NUMBER OF MEETING HELD DURING THE YEAR

The details of all meeting of Board of Directors and Committee meeting had taken place during the year
and their details along with their attendance, is given in Annexure I.

The following meetings of the Board of Directors were held during the Financial Year 2024-25:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	04-05-2024	6	6
2	18-05-2024	6	6
3	27-07-2024	6	6
4	10-08-2024	6	6
5	28-10-2024	6	6
6	13-02-2025	6	6
7	26-03-2025	6	6

9. CORPORATE GOVERNANCE

As per the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015 the Report on Corporate Governance of the Company in respect of compliance thereof are appended
hereto and forming part of this report; is given in Annexure I.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013 with respect
to Directors’ Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting
Standards have been followed and there are no material departures from the same;

2. The Directors have selected such Accounting Policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State
of affairs of the Company as at March 31, 2025 and of the Profit & Loss of the Company for that
period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts of the Company on a ‘going concern’ basis; and

5. 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;

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

11. DECLARATION BY INDEPENDENT DIRECTOR

All the independent directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in section 149(6) of the Companies Act, 2013. The Independent Directors of
your Company have confirmed that they are not aware of any circumstance or situation, which could
impair or impact their ability to discharge duties with an objective independent judgement and without any
external influence. There has been no change in the circumstances affecting their status as Independent
Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant regulations. All the independent directors have
cleared "Online Self-Assessment Test" examination with the Indian Institute of Corporate Affairs at
Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the
company have complied with the code of Independent Director. Independent Directors met separately on
13^th February, 2025 to inter alia review the performance of Non-Independent Directors (including the
Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between
the Management and the Board.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015, the Management Discussion and Analysis of the financial condition and results of operations of the
Company under review, is annexed and forms an integral part of the Directors’ Report, is given in
Annexure II.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section
197(12) of the Companies act, 2013 read with rules 5 (1) of the Companies (appointment and remuneration
of managerial personnel) Amendment rules, 2016 are annexed in Annexure III.

14. STATEMENT ON RISK MANAGEMENT/DEVELOPMENT AND IMPLEMENTATION OF A
RISK MANAGEMENT POLICY:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board formally adopted steps for framing, implementing and
monitoring the risk management plan for the company by way of Risk Management Policy. As a matter of
policy, the risks are assessed and steps as appropriate are taken to mitigate the same. The risk management
policy is placed on the company’s website and available at the web link https://rawedge.in/wp-
content/uploads/2025/05/10.-Risk-Management-Policy.pdf.

During the financial year under review a statement on risk management including identification therein of
elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as
per the provisions of Section 134(3)(n) of Companies Act, 2013; has been annexed in Annexure IV.

15. STATUTORY AUDITORS

The members at the 20^th Annual General Meeting of the Company held on 23^rd August, 2025 had

appointed M/s. Pradeep K. Singhi & Associates, Chartered Accountants (having Firm Registration No.
126027W) are Statutory Auditors of the Company, to hold office for a term of five years i.e., from the
conclusion of 20^th Annual General Meeting till the 25^th Annual General Meeting of the Company to be held
in the year 2029. Thus, no further action is required in this regard.

16. SECRETARIAL AUDITOR

Your Board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary to conduct
Secretarial Audit for the financial year 2024-25.

Pursuant to the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment)
Regulations,2024, with effect from 01^st April, 2025, the company is required to appoint a Secretarial
Auditor, who is a Peer Reviewed Company Secretary. In accordance with the above regulation, and on the
recommendation of the Audit Committee, the Board of Directors proposed to appoint Mr. Ranjit Binod
Kejriwal, Company Secretary in practice, (FCS: 6116, COP: 5985) and a Peer Reviewed Company
Secretary, as the Secretarial Auditor of the Company, for performing Secretarial Audit of the Company for
a period of five consecutive years commencing from 01^st April, 2025 till 31^st March, 2030.

The Secretarial Audit Report is annexed herewith in Annexure V. The Secretarial Auditor’s observation(s)
in secretarial audit report and directors’ explanation thereto -

a) Delay in filing Statement of Impact of Audit Qualifications or Declaration of unmodified audit report
in XBRL Mode. The management hereby informs that due to inadvertence, Statement of impact of
audit qualifications or Declaration of unmodified audit report in XBRL mode was filed delayed on
13.05.2024.

b) Name of two promoters, Siddharth Bimalkumar Bansal HUF and Sourabh Bimalkumar Bansal HUF
holding NIL shares were inadvertently missed out and 748 shares held by Mr. Prashant Suresh
Agarwal, Director and Chief Financial Officer of the company were reflected in “Resident Individual”
category instead of “Key Managerial Personnel” category in the shareholding pattern filed on
12.04.2025 for the quarter ended 31.03.2025. The management hereby informs that on being aware,
the company rectified the errors and filed the revised shareholding pattern on 03.05.2025 by adding
the name of aforesaid promoters and disclosing the 748 shares held by Mr. Prashant Suresh Agarwal,
Director and Chief Financial Officer in “Key Managerial Personnel” category.

c) Delay in filing disclosure in respect imposition of penalty of Rs. 10,61,46,804/- by Additional
Commissioner, CGST & CE, Surat Commissionerate vide order dated 03.02.2025. The management
hereby clarifies that the delay was due to the time required to conduct a thorough internal review of
the demand notice, including determining its prima facie validity. The delay was inadvertent and not
intentional.

d) Remuneration withdrawn by Mr. Prashant Suresh Agarwal (DIN: 10394966), Director and Chief
Financial Officer (CFO) during the financial year 2024-25 exceeded the limits prescribed under
Section 197 of the Companies Act, 2013 by Rs. 8.44 Lakhs. Mr. Prashant Suresh Agarwal took on
significant additional responsibilities and roles beyond those originally envisaged, which is consistent
with the remuneration paid to him. Recovery of remuneration from serving managerial personnel may
demoralize the team and harm the company’s ability to acquire or retain leadership talent. The
company has now taken corrective action to align the remuneration within the statutory limits and has
initiated necessary steps to ensure compliance in future years.

e) No expense has been recognized in the Statement of Profit and Loss for the year ended March 31,
2025, in respect of options granted under ESOP 2023 as required under Ind AS 102. As per the terms
of the scheme, the vesting period is scheduled from end of 1-year up to the end of 11th year from the
grant of options. The vesting period shall be determined by the Board based on the achievement of
certain performance conditions. As of the reporting date, no performance conditions have been
framed by the board, leading to inconclusive vesting period; accordingly, the management of the
company has contended that it is not possible to record any expense due to uncertainty of vesting of
ESOPs. The management hereby informs that as on the reporting date, the performance conditions
required for vesting have not yet been finalized by the Board of Directors. In the absence of clearly
defined vesting conditions, the vesting period remains indeterminate. Accordingly, the Company in
unable to calculate the quantum of the same in the absence of norms, criteria, terms and conditions.

Hence, the Company has not recorded any expense in the Statement of Profit and Loss for the year
ended March 31, 2025, due to uncertainty surrounding the vesting of the options.

17. INTERNAL AUDITOR

During the financial year, M/s. Mayank Shah & Co., Chartered Accountant, Surat, who were appointed as
an internal auditor for the term of 5 years from F.Y. 2023-24 to 2027-28, have given their resignation on
02^nd August, 2024 as an internal auditor of the company.

The Board of Directors of the Company had appointed M/s. Aditya A Garg & Associates., Chartered
Accountant, Surat as an Internal Auditor for the Financial Year 2024-25 in the meeting held on 10^th
August, 2024 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the
Company. The Internal Auditor reports their findings on the Internal Audit of the Company to the Audit
Committee on an annual basis. The Scope of Internal audit is approved by the Audit Committee.

18. COMMENTS ON AUDITOR’S REPORT

The notes referred to in the Auditor''s Report are self-explanatory and as such they do not call for any
further explanation.

19. MAINTENANCE OF COST RECORDS

The company has maintained Cost Records as specified by Central Government under section 148(1) of
the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments under section 186(4) of
Companies Act, 2013.

21. SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES

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

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

There was no significant material order passed by the regulators or courts or tribunals impacting the going
concern status and company’s operation in nature.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavors that all contracts/ arrangements/ transactions entered by the Company during the
financial year with related parties are in the ordinary course of business and on an arm’s length basis only.
The Policy on Related Party Transactions is uploaded on the website of the company. The web link is
https://rawedge.in/policies-related-to-company/.

Further all related party transactions entered into by the company were in the ordinary course of business
and were on an arm’s length basis are attached herewith in FORM NO. AOC-2 in Annexure VI.

24. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D
EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of
Section 134(3)(m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014
are annexed herewith in Annexure VII.

25. MATERIAL CHANGES

There have been no material changes occurred between the end of the financial year of the company to
which the financial statements related and the date of the report, which is affecting the financial position of
the company except for the following:

The company has decided to diversify its operations by initiating a new line of business under the name
“Raw Edge Agro”. This division will be engaged in trading and distribution of Agro-based food products,
with a focus on quality, consumer demand, and market scalability. For the aforesaid diversification, the
company has sought approval of members for amending its object clause to add Agro business vide postal
ballot dated 25^th April, 2025.

The Agro division is an extension of the Company''s growth strategy to explore high-potential sectors and
build a sustainable, diversified business model. Initial groundwork for procurement, vendor development,
and channel establishment is currently underway.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to the Company for the Financial Year 2024-25.

27. BOARD 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 the corporate governance requirements as
prescribed by the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI
Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the
basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of
his role.

In a separate meeting of independent directors held on 13^th February, 2025, performance of non¬
independent directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors, at which the
performance of the board, its committees and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the independent director being
evaluated.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the
Company, Mr. Siddharth Bimal Bansal (DIN: 01553023), Non-Executive Director, retire by rotation and is
being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

The designation of Mr. Prashant Suresh Agarwal (DIN: 10394966) is proposed to be changed from
“Executive Director and Chief Financial Officer(CFO)” to “Whole-time Director and Chief Financial
Officer(CFO)” as in the ensuing Annual General Meeting.

The Company’s policy on Appointment and Remuneration of Directors and KMP is available on the
website of the company at https://rawedge.in/policies-related-to-company/.

Based on the confirmations received from Directors, none of the Directors are disqualified from
appointment under Section 164 of the Companies Act, 2013.

The List of Board of Directors and Key Managerial Personnel (KMP) for the F.Y. 2024-25 is as follow:

S. No	Name	Designation	Appointment Date	Change in Designation Date	Resignation Date
1	Mr. Bimalkumar Rajkumar Bansal	Managing Director and Chairman	22/10/2012	14/02/2018	NA
2	Mr. Siddharth Bimal Bansal	Non- Executive Director	14/02/2005	NA	NA
3	Mr. Saurabh Kamalkishore Agarwal	Non- Executive Independent Director	14/02/2018	NA	NA
4	Mrs. Rachana Agarwal	Non- Executive Independent Director	26/08/2021	24/09/2021	NA
5	Mr. Pradeepkumar Rameshkumar Goyal	Non- Executive Independent Director	24/12/2018	23/09/2019	NA
6	Mr. Prashant Suresh Agarwal	Executive Director	28/11/2023	29/12/2023	NA
7	Mr. Prashant Suresh Agarwal	Chief Financial Officer	14/02/2018	NA	NA
8	Mr. Harsh Vimal Soni	Company Secretary & Compliance Officer	14/06/2023	NA	18/05/2024
9	Mr. Shaharyar Saiyad	Company Secretary & Compliance Officer	20/05/2024	NA	NA

The following changes have been made to the Directors and KMP of the company during the year:

a. Mr. Harsh Vimal Soni resigned from the post of Company Secretary and Compliance Officer w.e.f. 18^th
May, 2024.

b. Mr. Shaharyar Saiyad has been appointed as Company Secretary and Compliance Officer of the
Company w.e.f. 20^th May, 2024.

29. PUBLIC DEPOSIT

The company has not accepted deposits from the public during the financial year under review within the
meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of
Deposits) Rules, 2014.

30. INTERNAL FINANCIAL CONTROL SYSTEM

The Company maintains a robust internal financial control system that effectively safeguards assets,
ensures accurate authorization, recording, and reporting of transactions. Our comprehensive internal audit
thoroughly examines operational aspects, ensuring adherence to established standards and the availability
of suitable policies and procedures. Throughout the year, no significant weaknesses in design or operation
were identified.

The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the
majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct

reporting of the internal auditor to the Audit Committee of the Board.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the
company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding
adequacy of internal financial controls with reference to the financial statements to be disclosed in the
board’s report. The detailed report forms part of Independent Auditors Report.

32. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the
directors and employees to report to the appropriate authorities of unethical behavior, actual or suspected,
fraud or violation of the Company’s code of conduct or ethics policy and provides safeguards against
victimization of employees who avail the mechanism. The policy permits all the employees to report their
concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company’s
website. The web link is https://rawedge.in/policies-related-to-company/ .

33. CEO/ CFO CERTIFICATION

In terms of regulation 17(8) of the listing regulations, the CFO has certified to the board of directors of the
company with regard to the financial statements and other matters specified in the said regulation for the
financial year 2024-25. The certificate received from CFO is attached herewith as per Annexure VIII.

34. CODE OF CONDUCT

The Company has adopted code of conduct for board of directors and senior management personnel and
this is strictly adhered to. During the year, board of directors and senior management personnel has
complied with general duties, rules, acts and regulations in this regard certificate from managing directors
as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been received by the board and the same is attached herewith as per Annexure IX.

35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing
regulations, confirming that none of the Directors on the Board of the company has been debarred or
disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate
Affairs or any such statutory authority. The certificate is enclosed as Annexure X.

36. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF
CONDITIONS OF CORPORATE GOVERNANCE:

Corporate Governance is a set of process, practice and system which ensure that the Company is managed
in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency
and accountability. Company’s core business objective is to achieve growth with transparency,
accountability and with independency. Company has adopted various corporate governance standard and
doing business in ethical way by which Company has enhance stakeholders trust, shareholders’ wealth
creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s. Pradeep K. Singhi & Associates, Statutory Auditors of the Company
regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per
Annexure XI.

37. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual
Return for FY 2024-25 is uploaded on the website of the Company and the same is available at
http: //rawedge.in/investors/annual -return/

38. ESOP PLAN

Pursuant to the Approval of the Members at the Annual General Meeting held on 22^nd September, 2023, the
Company adopted the ‘Raw Edge Industrial Solutions Limited - Employee Stock Option Plan 2023’
(“REISL ESOP 2023”). With a view to reward the eligible and potential Employees for their performance
and to motivate them to contribute to the growth and profitability of the Company. The Company also
intends to use this Scheme to attract and retain talents in the organization. The Company views Employee
Stock Options as a means that would enable the Employees to get a Share in the value they create for the
Company in future. The Company has Employee Stock Option Scheme namely, ‘Raw Edge Industrial
Solutions Limited - Employee Stock Option Plan 2023’ (“REISL ESOP 2023”). During the year, the
Company has granted 79,500 stock options under REISL ESOP 2023 scheme, out of which 3,000 stock
options has lapsed.

There are no changes made to the above Schemes during the year under review and these Schemes are in
compliance with the SBEB Regulations 2021. The details of REISL ESOP 2023 pursuant to SEBI (Share
Based Employee Benefits and Sweat Equity), Regulations, 2021, as at 31^st March, 2025 is uploaded on the
website of the Company at https://rawedge.in/policies-related-to-company/. In terms of Regulation 13
SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021, the Certificate from PCS
Ranjit Binod Kejriwal, Secretarial Auditor, would be placed before the shareholders at the ensuing AGM
and is also attached herewith as Annexure XII.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of trading by insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of
the Company at https://rawedge.in/policies-related-to-company/ .

40. STATUTORY INFORMATION

The Company is in minerals industry and is the member of BSE Main Board Platform. Apart from this
business, the Company is also providing transportation services.

41. INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and
stocks wherever necessary and to the extent required have been adequately insured. The company keeps
reviewing the insurance amount every year as per requirement.

42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES
OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).

43. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the
Companies Act. 2013.

44. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and
development will help us to measure up to future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on research and development is
insignificant in relation to the nature size of operations of your Company.

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

Our company goal has always been to create an open and safe workplace for every employee to feel
empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their
abilities.

The Internal Committee (IC) has been constituted as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from
NGOs or with relevant experience. Half of the total members of the IC are women. The role of the IC is
not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual
harassment.

The Company did not receive any complaints on sexual harassment during the year 2024-25 and hence no
complaints remain pending as of 31st March, 2025.

46. COMPLIANCE WITH MATERNITY BENEFIT ACT:

The company has complied with the provisions of the Maternity Benefit Act

47. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work,
dedication and commitment and express their sincere thanks and appreciation to all the employees for their
continued contribution, support and co-operation to the operations and performance of the company.

48. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received
from Shareholders, Bankers, regulatory bodies and other business constituents during the year under
review.

Our Directors also wish to place on record their deep sense of appreciation for the commitment displayed
by all executives, officers and staff, resulting in successful performance of the Company during the year.

Date: 01/08/2025 For Raw Edge Industrial Solutions Limited

Place: Surat

Sd/- Sd/-

Bimalkumar Rajkumar Bansal Prashant Suresh Agarwal
Managing Director Director & CFO

(DIN: 00029307) (DIN: 10394966)

---

Mar 31, 2024

Your directors take pleasure in presenting the 20^th Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31^st March 2024.

1. FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the financial year ended 31^st March 2024, your Company has recorded a total revenue of Rs. 44,96,79,800/- against Rs. 52,82,92,196 /- in the previous year. During the year, the company has incurred Net Loss of Rs. 58,56,629/- as compared to Net Profit of Rs. 2,26,211/- in the Previous Year. Our strategic initiatives are poised to revitalize growth and profitability, assuring our esteemed shareholders that we are charting a course back to prosperity in the upcoming years.

Financial performance of the Company for Financial Year 2023-2024 is summarized below:

(Figure in rupees)

Particulars	2023-2024*	2022-2023*
Revenue from operations	44,96,79,800	52,82,92,196
Other Income	2,57,899	1,20,826
Total revenue	44,99,37,699	52,84,13,022
Profit/(Loss) before tax and Exceptional items	(75,41,284)	1,94,487
Exceptional items	-	-
Profit/ (Loss) before tax	(75,41,284)	1,94,487
Less: Tax Expenses
- Current Tax	-	-
- Deferred Tax	(16,84,655)	(31,724)
- Income tax of Previous years	-	-
Net Profit/ (Loss) For the Year	(58,56,629)	2,26,211

* Figures regrouped wherever necessary.

2. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried by the company.

3. DIVIDEND:

We regret to inform our esteemed shareholders that, owing to the financial challenges encountered this fiscal year resulting in losses, the Board of Directors has made the difficult decision that it is not feasible to declare any dividends for the financial year 2023-24. This decision is a reflection of our commitment to maintaining the financial health and stability of the company during this period of economic uncertainty. Rest assured, we are actively implementing strategic measures to restore profitability and enhance shareholder value, with a focus on sustainable growth and long-term success. We appreciate your understanding and continued support as we navigate these challenges together, striving to emerge stronger and more resilient for the future.

4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

5. TRANSFER TO RESERVES:

Company has not transferred any amount to general reserve.

6. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024 was Rs. 10,05,84,000/-. During the year under review, the company did not issue any class or category of shares, employee stock options, convertible securities and consequently there is no change in the capital structure since previous year.

7. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the board and its committees thereof and detail of the changes in their composition if any is given in Annexure I in the corporate governance report. The composition of the board and its committee is also available on the website of the company at https://rawedge.in/home 1/company/management/board-of-directors/

8. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Table at 2(b) of Annexure I.

9. CORPORATE GOVERNANCE

As per the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Report on Corporate Governance of the Company in respect of compliance thereof are appended hereto and forming part of this report; is given in Annexure I.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures from the same;

2. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2024 and of the Profit & Loss of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts of the Company on a ‘going concern’ basis; and

5. 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;

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

11. DECLARATION BY INDEPENDENT DIRECTOR

All the independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013. The Independent Directors of your Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 06^th February, 2024 to inter alia review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the Regulation 34 of the SEBI (Listing Obligations And Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors’ Report, is given in Annexure II.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the Companies act, 2013 read with rules 5 (1) of the Companies (appointment and remuneration of managerial personnel) Amendment rules, 2016 are annexed in Annexure III.

14. STATEMENT ON RISK MANAGEMENT:

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3)(n) of Companies Act, 2013; has been annexed in Annexure IV.

15. STATUTORY AUDITORS

As per provisions of Section 139(1) of the Companies Act, 2013, at the forthcoming Annual General Meeting, M/s Shivangi Parekh & Co., Chartered Accountants (having Firm Registration No. 131449W) are completing their five-year term as Statutory Auditors.

Upon the recommendation of the Audit Committee, the Board of Directors approves and recommends for shareholders’ approval for the appointment of M/s. Pradeep K. Singhi & Associates, Chartered Accountants (having Firm Registration No. 126027W) for a term of 5 (five) years to hold office from the conclusion of this 20th Annual General Meeting until the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2029.

16. SECRETARIAL AUDITOR

Mr. Ranjit Kejriwal, Practicing Company Secretary is Secretarial Auditor of the Company, who were reappointed in the Board meeting held on 30^th May, 2022 to conduct Secretarial Audit for 5 Years from the financial year 2022-23 to 2026-27.

The Secretarial Audit Report is annexed herewith in Annexure V. The Secretarial Auditor report is selfexplanatory and as such they do not call for further explanations.

17. INTERNAL AUDITOR

M/s. Mayank Shah & Co., Chartered Accountant, Surat an Internal Auditor of the Company for the Financial Year 2023-24. Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

The Company had appointed M/s. Mayank Shah & Co., Chartered Accountant, Surat as an Internal Auditor for the term of 5 years from F.Y. 2023-24 to 2027-28 in the Board meeting held on 12^th May, 2023 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.

18. COMMENTS ON AUDITOR’S REPORT

The notes referred to in the Auditor''s Report are self-explanatory and as such they do not call for any further explanation.

19. MAINTENANCE OF COST RECORDS

The company has maintained Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments under section 186(4) of Companies Act, 2013.

21. SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES

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

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

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in nature.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavors that all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm’s length basis only.

During the year under review, the Company had not entered into transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on Related Party Transactions is uploaded on the website of the company. The web link is https://rawedge.in/policies-related-to-company/.Further all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis are attached herewith in FORM NO. AOC-2 in Annexure VI.

24. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of Section 134(3)(m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith in Annexure VII.

25. MATERIAL CHANGES

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

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

27. BOARD 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 the corporate governance requirements as prescribed by the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

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

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Bimalkumar Rajkumar Bansal (DIN: 00029307), Managing Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following changes have been made to the Directors and KMP of the Company during the year:

S. No	Name	Designation	Appointment Date	Change in Designation	Resignation Date
1	Mr. Bimalkumar Rajkumar Bansal	Managing Director	22/10/2012	14/02/2018	NA
2	Mr. Sourabh Bimalkumar Bansal	Non- Executive Director	14/02/2005	NA	28/11/2023
3	Mr. Siddharth Bimal Bansal	Non- Executive Director	14/02/2005	NA	NA
4	Mr. Saurabh Kamalkishore Agarwal	Non- Executive Independent Director	14/02/2018	NA	NA
5	Mrs. Rachana Agarwal	Non- Executive Independent Director	26/08/2021	24/09/2021	NA
6	Mr. Pradeepkumar Rameshkumar Goyal	Non- Executive Independent Director	24/12/2018	23/09/2019	NA
7	Mr. Prashant Suresh Agarwal	Executive Director	28/11/2023	29/12/2023	NA

8	Mr. Prashant Suresh Agarwal	Chief Financial Officer	14/02/2018	NA	NA
9	Mr. Ricky Kapadia	Company Secretary & Compliance Officer	02/11/2020	NA	14/06/2023
10	Mr. Harsh Vimal Soni	Company Secretary & Compliance Officer	14/06/2023	NA	18/05/2024

However, after closing the financial year, the following changes have been made to the Directors and KMP of the Company during the year:

S. No	Name	Designation	Appointment Date	Change in Designation	Resignation Date
1	Mr. Harsh Vimal Soni	Company Secretary & Compliance Officer	14/06/2023	NA	18/05/2024
2	Mr. Shaharyar Saiyad	Company Secretary & Compliance Officer	20/05/2024	NA	NA

29. PUBLIC DEPOSIT

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

30. INTERNAL FINANCIAL CONTROL SYSTEM

The Company maintains a robust internal financial control system that effectively safeguards assets, ensures accurate authorization, recording, and reporting of transactions. Our comprehensive internal audit thoroughly examines operational aspects, ensuring adherence to established standards and the availability of suitable policies and procedures. Throughout the year, no significant weaknesses in design or operation were identified.

The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of the internal auditor to the Audit Committee of the Board.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board’s report. The detailed report forms part of Independent Auditors Report.

32. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company’s website. The web link is https://rawedge.in/policies-related-to-company/ .

33. CEO/ CFO CERTIFICATION

In terms of regulation 17(8) of the listing regulations, the CFO has certified to the board of directors of the company with regard to the financial statements and other matters specified in the said regulation for the financial year 2023-24. The certificate received from CFO is attached herewith as per Annexure VIII.

34. CODE OF CONDUCT

The Company has adopted code of conduct for board of directors and senior management personnel and this is strictly adhered to. During the year, board of directors and senior management personnel has complied with general duties, rules, acts and regulations in this regard certificate from managing directors as required under Schedule V of SEBI (listing obligations and disclosure requirements) regulations, 2015 has been received by the board and the same is attached herewith as per Annexure IX.

35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure X.

36. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. Company’s core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust, shareholders’ wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s Shivangi Parekh & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure XI.

37. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available at http://rawedge.in/investors/annual-return/

38. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at https://rawedge.in/policies-related-to-company/ .

39. STATUTORY INFORMATION

The Company is in minerals industry and is the member of BSE Main Board Platform. Apart from this business, the Company is also providing transportation services.

40. INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

41. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA HCSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

42. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

43. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is insignificant in relation to the nature size of operations of your Company.

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

Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

The Internal Committee (IC) has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience. Half of the total members of the IC are women. The role of the IC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

The Company did not receive any complaints on sexual harassment during the year 2023-24 and hence no complaints remain pending as of 31st March, 2024.

45. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

46. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Our Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors M/s. Raw Edge Industrial Solutions limited

Place: Surat

Date: 27/07/2024 Sd/- Sd/-

Bimalkumar Rajkumar Bansal Prashant Suresh Agarwal

Managing Director Director & CFO

(DIN: 00029307) (DIN: 10394966)

---

Mar 31, 2018

DIRECTOR''S REPORT

TO THE MEMBERS,

The Directors are pleased to present their 14^th Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2018.

FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the financial year ended 31 March 2018, your Company has recorded a total revenue of Rs. 54,02,81,736/- against Rs. 48,60,72,851/- in the previous year, representing a increase of 11.15%. During the year, the company has profit of Rs. 1,73,59,633/-due to increase In Revenue.

Financial performance of the Company for Financial Year 201718 Is summarized below:

{Figure in rupees)

* Figures regrouped wherever necessary.

Revenue from operations	59,49,96,441	47,92,96,916
Other income	58,95,905	67,76,538
Total Revenue	54,52,81,735	440,72,851
Profit before tax and Exceptional Items	2,39,12,562	95,08,315
Exceptional item	-	-
Profit before taxation	2,39.12,562	35,06313
-Currant tax	78,01,523	27,61,181
-Deferred tax	-12.70,848	2.60,261
-Income tax of earlier years	2,154	l,70,095
Net Profit/ [Loss] For The Year	1,73,54,693	63,14,842

DIVIDEND:

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company require funds for its business expansion. Your Directors are unable to recommend any dividend for the year ended 31" March, 2018.

UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account. SHARE Carpal

The paid-up Equity Share Capital of the Company as on March 31, 2018 was Rs. 6,70,08,000/-. The company had come out with a public Issue of 22,91,200 equity shares comprising of offer for sale of 6,10,000 equity shares by promoters and fresh issue of 16,81,200 equity shares for Rs. 72 each including a share premium of Rs. 62 per equity share on BSE SME Exchange after the close of financial year,

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure-I)

NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Table at 2(b) of Annexure II.

CORPORATE GOVERNANCE

As per the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Report on Corporate Governance of the Company in respect of compliance thereof are appended hereto and forming part of this report; is given in Annexure II.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31,2018 and of the Profit & Loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts of the Company on a ''going concern’ basis; and

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

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

DECLARATION BY IN DEPEN DENT DIRECTOR

All the independent directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in section 149(6) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure III.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rules 5 (1) of the companies (appointment and remuneration of managerial personnel) Amendment rules,

2016 are annexed in Annexure IV.

STATEMENTON RISK MANAGEMENT:

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure V.

STATUTORY AUDITORS

Members of the Company in 12th Annual General Meeting of the Company appointed M/s Pradeep K. Singhi & Associates, Chartered Accounts notes as statutory auditor of the Company for the tenure of five years starting from the conclusion of 12th Annual General Meeting till the conclusion of 17th Annual General Meeting subject to annual ratification by members. Now, pursuant to provisions of section 139(1) of the Companies Act, 2013 read with Companies Amendment Act,

2017 there is no requirement of annual ratification of appointment of a statutory auditor but as per the resolution passed in 12th Annual General Meeting of the Company it is required to ratify the appointment of statutory auditor. Hence, Board hereby proposes for ratification of appointment of M/s Pradeep K. Singhi & Associates as a statutory auditor of the Company. Further, after this ratification no further ratification of appointment of statutory auditor shall be done and M/s Pradeep K. Singhi & Associates, Chartered Accountant shall hold office as a statutory auditor of the Company till the conclusion of 17th Annual General Meeting of the Company.

SECRETARIAL AUDITOR

The Board had appointed Mr. Ranjit Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report is annexed herewith in Annexure VI. The Secretarial Auditor report is self-explanatory and as such they do not call for further explanations.

INTERNAL AUDITOR

The Board has appointed M/s Mayank Shah & Co. as Internal Auditor for the financial year 2017-18.

COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor''s Report are self-explanatory and as such they do not call for any further explanation.

COST RECORD

The company has maintained Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The company has not given any loans or guarantees or investments made under section 186 (4) of Companies Act, 2013.

SU BSI DIARIES, ASSOCIATES AN D JOINT VENTURE COMPANIES

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavours that all contracts/ arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm''s length basis only.

During the year under review the Company had not entered into transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on Related Party Transactions is uploaded on the website of the company. The web link is http://rawedge.ln/investors/policies-related-to-company/ . Further all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis are attached herewith in FQ RM NO. AOC-2 in Annexure VII.

TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith in Annexure VIII.

MATERIAL CHANGES

The company had come out with a public issue of 22,91,200 equity shares comprising of offer for sale of 6,10,000 equity shares by promoters and fresh issue of 16,81,200 equity shares for Rs. 72 each including a share premium of Rs. 62 per equity share on BSESME Exchange after the close of financial year. Other than this there are no Material change occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

The details regarding the funds utilized by the company from proceeds of IPO up to 31.03.2018 is attached herewith as Annexure IX

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

BOARD 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 the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc, In addition, the chairman was also evaluated on the key aspects of his role.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Siddharth Bimal Bansal (DIN: 01553023), Non-Executive Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following changes have been made to the KMP of the Company during the year:

S. No	Name	Designation	Appointment Date	Change In Designation	Resignation Date
1.	Btmal Rajkumar Bansal	Managing Director	22/10/2012	14/02/2018	-
2.	Sourabh Kgmglldshone Agarwal	Non-Executive Independent Director	14/02/2018	-	-
3.	Punltkumar Vlfaykumar Agarwal	Non-Executive Independent Director	14/02/2018	-	-
4.	Archana Mittal	Non-Executive Independent Woman Director	14/02/2018	-	-
5.	Jyotl ChWanglya	Company Secretary	14/02/2018	-	-
6.	Prashant Surah Agarwal	Chief Financial Officer	14/02/2018	-	-

PUBLIC DEPOSIT

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of the internal auditor to the Audit Committee of the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS

The companies act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5} (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board'' report. The detailed report forms part of Independent Auditors Report,

WHISTLE BLOWER POLICY/VKSILMECHANISM

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company''s website. The web link is http://rawedge.in/investors/policies-related-to-company/

STATUTORY INFORMATION

The Company is in minerals industry and is the member of BSE SME Platform. Apart from this business, the Company is providing transportation services also.

INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is insignificant in relation to the nature size of operations of your Company.

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

Your company has adopted policy of "Prevention of Sexual Harassment of Women at Workplace". The company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your director''s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Slddharth Bansal Bimal Rajkumar Bansal

(Director) (Managing Director)

(DIN:01553023) (DIN; 00029307)

Place: Surat

Date: 21st August, 2018