Directors Report of Readymix Construction Machinery Ltd.

Mar 31, 2025

The Board of Directors hereby present the 13th Annual Report of READYMIX CONSTRUCTION
MACHINERY LIMITED (Earlier known as Readymix Construction Machinery Private Limited) (CIN:
L29248PN2012PLC142045) together with the Audited Financial Statements for the financial year
ended 31st March, 2025.

FINANCIAL HIGHLIGHTS _{(R Lkh)}

Particular	2024-25	2023-24
Revenue from business operation	7327.58	6979.35
Other Income	22.66	1.62
Total Income	7350.24	6980.98
Operating profit before depreciation, Finance Cost, Exceptional Item and Tax (EBITDA)	1486.37	1382.22
Less: Depreciation & Amortization expenses	108.51	66.27
Less: Finance Cost	123.64	83.75
Profit before tax	1254.22	1232.3
Less: Current Tax Expenses	324.16	302.18
Less: Deferred Tax Expenses	-3.85	1.63
Net Profit for the year	933.91	928.48
Add: Other Comprehensive	0	0
Total Comprehensive Income	0	0
Weighted No. of Shares During Year	83,07,563	78,96,500
Paid up equity share capital	1095.85	46.45
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	11.24	11.76

The Company assumes no responsibility
to publicly amend, modify or revise any
statement on basis of any development,
information and event.

Note: EPS for the previous year is calculated
as profit available for distribution divided by
Weighted No. of Shares During Year. If its
divided by No of shares as on 31st March
2025 then the EPS will be different.

BUSINESS OVERVIEW

The company is an engineering-led company,
offering engineering solutions for design,
development, fabrication and installation
of various plant & machineries along with
related equipment''s like Dry Mix Mortar Plant,
Support equipment for Readymix Concrete
Plant, High capacity Silos, Artificial Sand
Plants (Crusher), Wall Putty Plants, Other
Customized Projects etc., catering to industrial
requirements of various industries like
cement, concrete, crushing, construction and
building materials etc. Company also provide
complete end-to-end turnkey solutions from
conceptualization, development, fabrication,
assembling, testing, logistic support, final
erection and installation of various plant &
machineries along with related equipments
at customer''s site and other incidental and
allied activities related therewith along with
after sales services which includes repair &
maintenance services.

Further, the Company also provide Annual
Maintenance Service to our customers to
close any possible wear and tear, providing
updates and upgrades for plant operational
software along with scheduled inspection &
maintenance visits. Additionally, Readymix
provide Business Consultancy Services which
includes innovative design, engineering,
technology, and operational challenges.
From initial concept to final fabrication and
commissioning, our solutions help reduce
capital costs, improve efficiency, enhance
plant performance, and increase automation.
Company also offer online support for
equipment installation at customer sites
and Recipe Consultancy Services to evaluate

ingredient feasibility and optimize recipes.

The Company had initiated the activity of
Research & Development in the Financial
Year 2022-23 and continued the same in
the Financial Year 2024-25 as well. The
aim was to develop the components of the
machines in house in replacement of the
ones being bought from outside suppliers.
The Management had envisaged that this
would substantially add to the Margins of the
Company and would also leave them with more
scope for customization. Owing to the same,
in the span of two years, the Company could
develop more than 35 products in house and
the same has resulted in substantial savings
in its costs. This has substantially impacted
the Gross Margins of the Company.

PERFORMANCE REVIEW

Your Company delivered a solid all-round
performance during the year under reviewed.
In F.Y 2024-25, total revenue including other
income stood at Rs. 7350.24 Lakhs against
Rs. 6980.98 Lakhs in F.Y 2023-24.

Profit/(loss) before tax is Rs. 1254.22 Lakhs
as compared to Profit of Rs. 1232.30 Lakhs
for the F.Y 2023-24. The Profit/(loss) after tax
stood at Rs. 933.91 Lakhs as compared to
Profit of Rs. 928.48 Lakhs for the F.Y 2023-24.

DIVIDEND

The Board of Directors of the company after
holistically considering the future financial
needs of the company have decided not to
declare any dividend for the financial year
ended March 31,2025.

TRANSFER TO RESERVE

The directors do not propose to transfer any
amount to the General Reserve. The amounts
of net profit are carried to reserve & surplus
account of the Company.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed
its business or object and continue to be in
the same line of business as per the main
object of the Company.

SHARE CAPITAL

Opening Share Capital (01/04/2024):

The issued, subscribed and paid-up equity
share capital of the Company as on 31st
March, 2024 was Rs. 46.45 Lakhs comprising
of 464500 equity shares of Rs. 10/- each.

Addition During the Year

i. Bonus Issue: During the year Company has
issued and allotted 74,32,000 Equity Shares of
face value of Rs. 10/- each in the ratio of 16:1

i.e. Sixteen (16) Bonus Equity Shares for every
One (1) Equity Shares held by shareholders,
details of which are given below:

Date of Allotment	Number of Equity Shares	Face Value (Rs.) 10	Issue Price (Rs.) Nil	Reasons for Allotment	Benefits Accrued to our Com¬ pany	Name of Allotted	No. of Shares Allotted
May 25, 2024	7432000	10	Nil	Bonus Issue in the ratio of 16:1	Capital¬ ization of Reserves & Surplus	Anand Suresh Watve	2477328
						Atul Jagannath Kulkarni	2477328
						Prashant Balasaheb Kanikdale	2477344
						Total	7432000

ii. Initial Public Offer (IPO): During the
year Company has come up with Initial
Public Offer of 30,62,000 equity Shares,

through fresh issue of shares, details of
which are given below:

Type of Issue	Face Value	Issue Price	Issue Size	Eligibility
Fresh Issue	10	123	30,62,000 Equity Shares aggregating to Rs. 3766.26 lakhs	This Issue is being made in terms of regulation 229(2) and253(1) of chapter IX of the SEBI (ICDR) Regulations, 2018 as amended

Closing Share Capital (31/03/2025):

The issued, subscribed and paid-up equity
share capital of the Company as on 31st
March, 2025 was Rs. 1095.85 Lakhs
comprising of 10958500 equity shares of Rs.
10/- each.

MATERIAL CHANGES & COMMITEMENTS

i. Conversion of Company: During the year
ender review the company has passed Special
resolution in the Extra-Ordinary General
Meeting dated 21st day of June, 2024, for
conversion of Company into Public Limited
Company, and the name of the Company
be changes from ''Readymix Construction
Machinery Private Limited'' to ''Readymix
Construction Machinery Limited'' by deletion

of the word "Private" from the name of the
company.

ii. Adaption of New Set of MOA & AOA:

During the year under review the company has
passed special resolution in the Extra-Ordinary
General Meeting dated 24th day of May, 2024
for adaption of new set of Memorandum of
Association (MOA) and Article of Association
(AOA) of the Company in accordance with
Company Act, 2013.

iii. Alteration of Object Clause: During the year
under review the company has passed special
resolution in the Extra-Ordinary General
Meeting dated 24th day of May, 2024 for
alteration of Main object of Memorandum of

Association of the Company by inserting new
Sub Clause 3, 4 and 5 after Sub Clause III (A)
(2) of Memorandum of Association as:

3. To Carry on business in India & Abroad for
Design, Manufacturing, Supply, installation,
commissioning & Servicing machinery &
equipments required for Drymix Mortar, Dry
Construction Chemical, Liquid Construction
Chemical, Wall Putty Plant, Manufactured
Plaster Sand, Manufactured Concrete Sand,
Aggregate manufacturing, Single, Double or
three stage Crushing Plant & Mineral
Grinding complete system, High-capacity
storage silo, Material handling systems,
Customize Turnkey projects & related
peripheral equipment.

4. To Carry on business in India or designated
territory for various companies as their
Distributor, Dealer, sole representative for
Marketing, Sales & Service their products &
service.

5. To Carry on business in India for various
technical & commercial consultancy related
to storage, material handling & processing

There were no other material changes in the

Company during the period under review.

BOARD OF DIRECTORS

The composition of Board complies with the

requirements of the Companies Act, 2013
("Act"), Further, in pursuance of Regulation 15(2)
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015("Listing
Regulations"), the Company is exempted from
requirement of having composition of Board as
per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member
of more than ten Committees or Chairman of
more than five Committees across all the Public
Companies in which they are Director. The
necessary disclosures regarding Committee
positions have been made by all the Directors.

None of the Director of the Company is serving
as a Whole-Time Director in any Listed Company
and is holding position of Independent Director
in more than 3 Listed Company and none of
the Director of the Company is holding position
as Independent Director in more than 7 Listed
Company.

None of the Directors of the Company is
disqualified for appointed as Director as
specified in Section 164 (2) of the Companies
Act, 2013.

During the financial year under review there
were changes in the constitution of the Board
of Directors of the Company The strength of the
Board of Directors on 31 March, 2025 was Six
Directors as follows:

S.NO	DIN	Name of Director	Date of Appointment	Designation
1	05151936	Mr. Anand Suresh Watve	24/01/2012	Managing Director
2	05151943	Mr. Atul Jagannath Kulkarni	24/01/2012	Whole-time director
3	05151954	Mr. Prashant Balasaheb Kanikdale	24/01/2012	Whole-time director
4	08455451	Mrs. Pinki Kedia	02/08/2024	Independent Director
5	10252288	Mr. Gaurav Maheshwari	02/08/2024	Independent Director
6	10708550	Mr. Neeraj Bangur	02/08/2024	Independent Director

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

constitution of the Board of Directors of the
Company:

S.NO	DIN/PAN	Name of Director	Date of Appointment	Designation
1	8455451	Mrs. Pinki Kedia	02/08/2024	Independent Director
2	10252288	Mr. Gaurav Maheshwari	02/08/2024	Independent Director
3	10708550	Mr. Neeraj Bangur	02/08/2024	Independent Director

Resignation of Directors:

S.NO	DIN/PAN	Name of Director	Date of Resignation	Designation
NA

Change in Designation:

S.NO	DIN	Name of Director	Date of Change in Designation	Designation
1	05151936	Mr. Anand Suresh Watve	05/08/2024	Managing Director
2	05151943	Mr. Atul Jagannath Kulkarni	05/08/2024	Whole-time director
3	05151954	Mr. Prashant Balasaheb Kanikdale	02/08/2024	Whole-time director

MEETING OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss
and decide on Company / business policy and
strategy apart from other Board business. The
notice of Board meeting is given well in advance
to all the-Directors.

During the financial year under report the Board

of Director''s of the company have duly met for
11 times, in respect of which meetings, proper
notices were given, and the proceedings were
properly recorded and signed in the minute''s
book maintained for purpose.

The meetings of the Board of Directors of the
Company were held on:

S.NO	Date of Meeting	Place of Meeting	Board Strength	Name of Director present at meeting
1	17/05/2024	Registered Office	3	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale
2	25/05/2024	Registered Office	3	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale
3	18/06/2024	Registered Office	3	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale
4	02/08/2024	Registered Office	3	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale

5	10/08/2024	Registered Office	6	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale • Mrs. Pinki Kedia
6	20/08/2024	Registered Office	6	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale • Mrs. Pinki Kedia • Neeraj Bangur
7	04/09/2024	Registered Office	6	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale • Mrs. Pinki Kedia
8	17/09/2024	Registered Office	6	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale • Gaurav Maheshwari
9	12/12/2024	Registered Office	6	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale • Mrs. Pinki Kedia
10	23/01/2025	Registered Office	6	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale • Mrs. Pinki Kedia
11	05/02/2025	Registered Office	6	• Mr. Anand Suresh Watve • Mr. Atul Jagannath Kulkarni • Mr. Prashant Balasaheb Kanikdale • Gaurav Maheshwari

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act,
2013 and rules made there under, the Company
Has Three Non-Promoter Non-Executive
Independent Directors in line with the act. A
separate meeting of Independent Directors
was held on 23rd January, 2025 to review the
performance of Non-Independent Directors
and Board as whole and performance of the
Company including assessment of quality,
quantity and timeliness of flow of information

between Company management and Board.

The Company has received necessary
declaration from each director under Section
149(7) of the

Act that they meet the criteria of independence
laid down in Section 149 (6) of the act.

KEY MANAGERIAL PERSONNEL

Following is the composition of the Key
Managerial Personnel of the Company as on
31st March 2025:

S.No	PAN	Name of KMP	Date of Appointment	Designation
1	*****46550	Mr. Shubhangi Rohit Deo	2/8/2024	Chief Financial Officer
2	A*V*T*8*0*	CS Pragya Abhay Mishra	2/8/2024	Company Secretary

Based on the disclosures as provided by the
directors or the Company in pursuance to the
provisions of Section 164 of the Companies Act
2013, none of the Directors of the Company is
found to be disqualified.

PERFORMANCE 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.

• 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 member 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
aspect of his role.

Separate meeting of Independent Directors
was held to evaluate the performance of non¬
independent directors, performance of the
board as a whole and performance of the
chairman, taking into account the views of
executive directors and non-executive directors.
Performance evaluation of independent
directors was done by the entire board, excluding
the independent director being evaluated.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies
Act, 2013 the Board of Directors of the Company
confirms that-

(a) In the preparation of the annual accounts for
the year ended March 31,2025, the Company has
followed the applicable accounting standards
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 are 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 and loss of the Company
for that period;

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

(d) The Directors have prepared the annual
accounts on a ''going concern'' basis;

(e) The Directors had laid down the internal
financial Control and that internal financial Control
are adequate and were operating effectively.

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

COMMITTEE OF BOARD

As per the provision of the Companies Act,
2013 the Company has constituted following
committees of the Board:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

iv. Corporate Social Responsibility Committee
AUDIT COMMITTEE:

The Board of Director has constituted Audit
Committee as per the provision of Section 177 of
the Companies Act, 2013.

The Composition of Audit Committee are as
follows:

AUDIT COMMITTEE
|s.No	Name	Position	Designation
1	Mr. Neeraj Bangur	Chairman	Non-Executive- Independent Director
2	Mr. Gaurav Maheshwari	Member	Non-Executive- Independent Director
3	Mr. Anand Suresh Watve	Member	Managing Director

The meeting of Audit Committee was held on:

|s.No	Date of Meeting	Name of Member present in the meeting
1	20/08/2024	• Mr. Neeraj Bangur • Mr. Anand Suresh Watve
2	04/09/2024	• Mr. Neeraj Bangur • Mr. Anand Suresh Watve • Mr. Gaurav Maheshwari
3	30/12/2024	• Mr. Neeraj Bangur • Mr. Anand Suresh Watve • Mr. Gaurav Maheshwari
4	23/01/2025	• Mr. Neeraj Bangur • Mr. Anand Suresh Watve

NOMINATION & REMUNERATION COMMITTEE

The Board of Director has constituted Nomination & Remuneration Committee as per the provision
of Section 178 of the Companies Act, 2013.

The Composition Nomination & Remuneration Committee of are as follows:

NOMINATION & REMUNERATION COMMITTEE
|S.No	Name	Position	Designation
1	Mr. Neeraj Bangur	Chairman	Non-Executive- Independent Director
2	Mr. Gaurav Maheshwari	Member	Non-Executive- Independent Director
3	Mrs. Pinki Kedia	Member	Non-Executive- Independent Director

The meeting of Nomination & Remuneration Committee was held on:

|s.No	Date of Meeting	Name of Member present in the meeting
1	20/08/2024	• Mr. Neeraj Bangur
		• Mr. Gaurav Maheshwari
2	23/02/2025	• Mr. Neeraj Bangur
		• Mrs. Pinki Kedia

NOMINATION & REMUNERATION POLICY

Nomination and Remuneration Policy in
the Company is designed to create a high-
performance culture. It enables the Company
to attract motivated and retained manpower
in competitive market, and to harmonize the
aspirations of human resources consistent
with the goals of the Company. The Company
pays remuneration by way of salary, benefits,
perquisites and allowances to its Managing
Director and the Executive Directors.

The Nomination and Remuneration Policy, as
adopted by the Board of Directors, is placed on
the website of the Company at www.rcmpl.co.in
and is annexed to this report as Annexure A

REMUNERATION TO DIRECTOR

The details of remuneration/sitting fees paid
during the financial year 2024-2025 to Executive
Directors/ Directors of the Company is provided
in Annual Return which available on the website
of Company www.rcmpl.co.in.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Director has constituted
Stakeholder Relationship Committee as per the
provision of Section 178 of the Companies Act,
2013.

The Composition of Stakeholder Relationship Committee are as follows:

STAKEHOLDER RELATIONSHIP COMMITTEE
|S.No	Name	Position	Designation
1	Mr. Neeraj Bangur	Chairman	Non-Executive- Independent Director
2	Mr. Gaurav Maheshwari	Member	Non-Executive- Independent Director
3	Mrs. Pinki Kedia	Member	Non-Executive- Independent Director

The meeting of Stakeholder Relationship Committee was held on:

|s.No	Date of Meeting	Name of Member present in the meeting
1	20/08/2024	• Mr. Neeraj Bangur
		• Mr. Gaurav Maheshwari
2	23/01/2025	• Mr. Neeraj Bangur
		• Mrs. Pinki Kedia

CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE:

The Board of Director has constituted Corporate
Social Responsibility Committee as per the

provision of Section 135 of the Companies Act,
2013.

The Composition Corporate Social
Responsibility Committee of are as follows:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
S.No	Name	Position	Designation
1	Mr. Anand Suresh Watve	Chairman	Managing Director
2	Mr. Prashant Balasaheb Kanikdale	Member	Whole-Time Director
3	Mr. Neeraj Bangur	Member	Non-Executive- Independent Director

The meeting of Corporate Social Responsibility Committee was held on:

S.No	Date of Meeting	Name of Member present in the meeting
1	20/08/2024	• Mr. Anand Suresh Watve • Mr. Prashant Balasaheb Kanikdale • Mr. Neeraj Bangur
2	24/01/2025	• Mr. Anand Suresh Watve • Mr. Prashant Balasaheb Kanikdale

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI
Listing Regulations, the Business Responsibility
and Sustainability Report is not applicable to
your Company.

WHISTLE BLOWER POLICY

Your Company is committed to highest
standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors
have formulated a Whistle Blower cum Vigil
Mechanism Policy which is in compliance with
the provisions of Section 177 of the Companies
Act, 2013 and Regulation 22 of Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015. Under the policy, the Directors and
Employees are free to report any violation of the
applicable laws and regulations and the code of
conduct of the Company.

The Vigil Mechanism of your Company provides
for adequate safeguards against victimization
of Whistle blowers who avail of the mechanism
and also provides for direct access to the
Chairman of the Audit Committee in exceptional
cases.

No person has been denied access to the
Chairman of the Audit Committee. The said
policy is uploaded on the website of your
Company www.rcmpl.co.in.

During the year under review, the Company has
not received any complaints under the Whistle
Blower cum Vigil Mechanism Policy.

CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING AND CODE OF PRACTICES
AND PROCEDURE FOR FAIR DISCLOSURE
OF UNPUBLISHED PRICE SENSITIVE

INFORMATION

Your Company has adopted a Code of Conduct
for Prohibition of Insider Trading ("PIT Code")
in terms of the Securities and Exchange
Board of India (Prohibition of Insider Trading)
Regulations, 2015 ("SEBI PIT Regulations").
The Company has also formulated a ''Code of
Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information
("UPSI Code")'' in compliance with the SEBI
Pit Regulations. The PIT Code and UPSI
Code is applicable to all directors, employees,
designated persons, connected persons and
their immediate relatives, who have access
to unpublished price sensitive information
relating to the Company. The aforesaid Codes
are uploaded on the Company''s website www.
rcmpl.co.in.

In addition to the above, the company also
maintains a Structured Digital Database in terms
of Regulation 3(5) of the SEBI PIT Regulations
containing the nature of UPSI and the name
of persons sharing the information, names of
persons with whom information is shared along
with the Permanent Account Number (PAN).

BOARD POLICIES

The SEBI Listing Regulations mandate
formulation of certain policies for listed
companies. Accordingly, the Board of Directors
has, from time to time, framed and approved
policies as required under the SEBI Listing
Regulations as well as under the Act.

Accordingly, the Board has also adopted below
mentioned policies:

a. Code of Conduct for Independent Directors

b. Code of Conduct for Board of Directors and
Senior Management of the Company

c. Risk Management Policy

d. Nomination and Remuneration Policy

e. Related Party Transaction Policy

f. Whistle Blower - cum- Vigil Mechanism Policy

g. Policy on Determination of Materiality

h. Insider Trading Policy

i. Code of Practices and Procedure for Fair
Disclosure of Undisclosed Price Sensitive
Information

j. Prevention of Sexual Harassment of Women
at Workplace Policy

k. Familiarization Programme for Independent
Directors

l. Policy on Preservation of Documents

m. Criteria for making payment to Non¬
Executive Directors

n. Policy for Determining Material Subsidiary

o. Corporate Social Responsibility Policy (CSR).

All above named policies and codes are available
on our Company website as mentioned below
www.rcmpl.co.in.

DEPOSITS

In terms of the provisions of Sections 73 of the
Act read with the Companies (Acceptance of
Deposits) Rules. 2014, the Company has not
accepted any deposits during the year under
review and as such, no amount of principal or
interest was outstanding as on 31st March,
2025.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS UNDER SECTION 186

During the year under review, the Company has
not provided any loans, Corporate Guarantee or
made any investment which is covered under
the provisions of Section 186 of the Companies
Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of
the Companies Act, 2013, the Annual Return
of the Company prepared in accordance with
Section 92(1) of the Act read with Rule 11 of the

Companies (Management and Administration)
Rules, 2014 (as amended), is placed on the
website of the Company and is accessible at
the web-link: https://www.rcmpl.co.in/annual-
returns/.

RELATED PARTY TRANSACTIONS

During the financial year under review the
Company has entered into the contract or
arrangements Pursuance of the provisions of
section 188(1) of the Companies Act 2013, the
particulars of such transactions in prescribed
Form No. AOC-2, has been annexed herewith as
"Annexure B".

DIRECTORS REMUNERATION

The details of remuneration/sitting fees paid
during the financial year 2024-25 to Executive
Directors/Directors of the Company is provided
in Annual Return which is available on the
website of Company www.rcmpl.co.in.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EARNING AND
OUTGO:

As required under section 134(3)(m) of the
Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, information relating to
Conservation of Energy, Technology Absorption
and Foreign Exchange Earing and Outgo is as
follows:

A. CONSERVATION OF ENERGY/RESOURCES

The Company remains committed in its pursuit
of enhancing energy conservation across
all operations. We prioritize strict adherence
to statutory requirements while proactively
implementing sustainable initiatives to foster
a better environment. These efforts underscore
our commitment to responsible corporate and
our dedication to minimizing environmental
impact through continuous improvement in
energy efficiency and conservation practices.

I. Steps taken or impact on conservation of
energy:

Various measures have been undertaken to
improve energy efficiency, including;

i. Company has Installed Generator at corporate

office for in-house renewable energy generation.

ii. All new installations and replacements at
our units utilize energy-efficient LED lights,
contributing to significant energy savings.

iii. Measures to minimize compressed air losses,
including leakage control and installation of
efficient compressed air dryers.

iv. A Capacitor Panel with Harmonic Filters
has been installed at the load side to enhance
power factor and reduce energy losses.

II. Steps taken by the Company for utilizing
alternate sources of energy:

The Company has made substantial
investments in alternative energy sources,
notably Installation of Power Generator at
Corporate office offering a cost effective and
sustainable energy solution.

III. Capital investment on energy conservation
equipment''s:

The Company continues to invest in energy
conservation equipment and practices,
including the use of secondary sources
like gensets to minimize daily electricity
consumption. Our facilities leverage natural
resources such as ample sunlight and natural
air circulation to optimize energy efficiency
in machining operations. Strict monitoring
of electricity usage ensures responsible and
efficient energy utilization across all processes.

Water Management:

The Company is dedicated to rainwater
conservation, implementing a system that
collects rainwater from rooftops and channels it
into an underground water tank with a capacity
of approximately 10,000 liters. This initiative not
only reduces reliance on municipal water but
also supports sustainable water management
practices, contributing to the preservation of
natural resources

Waste Management:

The Company promotes responsible waste
management practices by emphasizing reuse,
recycling, and appropriate disposal methods.
Our initiatives aim to minimize waste generation

and maximize material reuse or recycling
wherever feasible. By adopting these measures,
we actively reduce our environmental footprint
and promote a cleaner, healthier planet.

Health, Safety and Environment:

The Company has established an
internal committee dedicated to ensuring
comprehensive health, safety, and
environmental standards within our
operations. Our commitment is to maintain a
secure and healthy workplace for employees
and contractors alike, with rigorous adherence
to environmental regulations.

We are pleased to report zero accidents or
fatalities on our premises during the past
year, underscoring our commitment to safety,
operational excellence, and sustainable
practices.

B. TECHNOLOGY ABSORPTION

The Company is dedicated to fostering a
culture of innovation driven by technology and
places a strong emphasis on cultivating this
mindset throughout the organization.

We are equipped with highly precise equipment
for both production and quality management.
Our commitment to delivering excellence is
supported by a dedicated quality team that
brings enthusiasm and tireless dedication to
ensuring the highest standards of quality and
service. This team works along with state-of-
the-art quality equipment essential for our
Machine Shop operations.

In case of Imported technology (imported
during the last 3 years reckoned from the
beginning of the financial year): NIL

C. FOREIGN EXCHANGE EARNING & OUTGO:

PARTICULAR	FY 2024-25	FY 2023-24
Foreign Exchange Earning	0	0
Foreign Exchange Outgo	20.24	61.3

RISK MANAGEMENT POLICY

In today''s economic environment, Risk
Management is a very important part of
business. The Company is Exposed to inherent
uncertainties owing to the sectors in-which
it operates. A key factor in determining a
company''s capacity to create sustainable value
is the risks that the company is willing to take (at
strategic and operational levels) and its ability
to manage them effectively. Many risks exist in
a company''s operating environment and they
emerge on a regular basis. The Company''s Risk
Management processes focuses on ensuring
that these risks are identified on a timely basis
and addressed.

Pursuant to Section 134(3)(n) of the Companies
Act, 2013, a Risk Management Policy has been
framed by the Board in terms of the requirement
of the Act, the Board has developed and
implemented the Risk Management Policy and
the Board reviews the same periodically.

Your Company also has a Risk Management
Framework in place covering all critical areas
of operation. This framework is reviewed
periodically keeping in mind the business
dynamics and external environment and
provides the guidelines for managing the
various risks across the business.

Our senior management teams review the
risks faced by the Company and monitor the
development and deployment of risk mitigation
action plans and the status is updated to the
members of the Audit Committee and the Board
of Directors on regular basis.

This Policy seeks to minimize the adverse impact
of these risks, thus enabling the Company to
control market opportunities effectively and
enhance its long-term competitive advantage.
Several risks can impact the achievement of a
particular business objective. Similarly, a single
risk can also impact the achievement of several
business objectives.

The focus of risk management is to assess
risks and deploy mitigation measures. This is
done through periodic review of the risk and
strategy of the Board.

The Process of Risk Management include
following steps:

1) Risk Identification and Impact Assessment

2) Risk Evaluation

3) Risk Reporting and Disclosures

4) Risk Mitigating and Monitoring

INTERNAL FINANCIAL CONTROL

The Company has a proper and adequate
system of internal controls. This ensures that
all transactions are authorized, recorded and
reported correctly, and assets are safeguarded
and protected against loss from unauthorized
use or disposition. In addition, there are
operational controls and fraud risk controls,
covering the entire spectrum of internal
financial controls.

Your Company has also put in place adequate
internal financial controls with reference to the
financial statements commensurate with the
size and nature of the Company. During the
year, such controls were tested and no material
discrepancy or weakness in the Company''s
internal controls over financial reporting was
observed.

DISCLOSURE OF REMUNERATION

Disclosures pertaining to remuneration and
other details as required under Section 197(12)
of the Companies Act, 2013, read with Rule
5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, as amended, containing, inter alia, the ratio
of remuneration of each Director to the median
of the employees'' remuneration and percentage
increase/decrease in the remuneration of
each Director and Key Managerial Person are
annexed to this Board Report as Annexure ''C''.

Name of the top 10 employees in term of
remuneration drawn in the financials year 2024¬
25:

A statement of Top-10 employees in terms of
remuneration drawn as per rule 5(2) read with
rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 as amended, is annexed with the report
"Annexure D".

CORPORATE GOVERNANCE

Your Company strives to incorporate
the appropriate standards for corporate
governance. However, pursuant to Regulation
15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company
is not required to mandatorily comply with the

Provisions of certain regulations of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore
the Company has not provided a separate report
on Corporate Governance, although few of the
information are provided in this under relevant
heading.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In. terms of Regulation 34, and Schedule V
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of
the performance of the Company, for the year
under review, Management Discussion and
Analysis Report, is presented in a separate
section forming part of this Annual Report.

AUDITORS

STATUTORY AUDITOR

M/s BSMART & Associates LLP Chartered
Accountants (FRN: 121181W/W100011), were
appointed as the Statutory Auditors of the
Company for a tenure of 05 (Five) years, to
hold office from the conclusion of Eighth (08th)
AGM held in Financials Year 2020-21 until the
conclusion of the ensuing this Thirteenth (13th)
AGM of the Company. BSMART''s tenure of 05
(Five) years as Statutory Auditors concludes at
this ensuing AGM.

M/s BSMART & Associates LLP has audited
the books of accounts of the Company for
the financial year ended March 31, 2025 and
has issued the Auditors'' Report thereto. The
Notes on financial statement referred to in the
Auditors'' Report are self-explanatory and do
not call for any further comments.

The Statutory Auditor''s report does not contain
any qualifications, reservations, adverse
remarks or disclaimers, which would be required
to be dealt with in the Boards'' Report.

The Board of Directors of the Company on
the recommendation of the Audit Committee
has re-appointed M/s. BSMART & Associates
LLP Chartered Accountants (FRN: 121181W/
W100011), as the Statutory Auditors of the
Company pursuant to Section 139 of the Act
for a term of 05 (Five) years to hold office from
the conclusion of the ensuing AGM till the
conclusion of Eighteenth (18th) AGM of the
Company to be held in the year 2030, subject to
approval by the Members at the ensuing AGM.

The Company has received confirmation from
M/s. BSMART & Associates LLP. (Chartered
Accountants) to the effect that their re¬
appointment, if made, will be in accordance with
the limits specified under the Act and the firm
satisfies the criteria specified in Section 141
of the Act read with Rule 4 of the Companies
(Audit and Auditors) Rules, 2014.

The Board recommends to seek consent of its
Members at the ensuing AGM on appointment
of M/s. BSMART & Associates LLP (Chartered
Accountants) as Statutory Auditors for tenure
of 5 (five) years, to examine and audit the
accounts of the Company during the above-
mentioned period.

INTERNAL AUDITOR

Section 138 of the Company Act, 2013 was
not applicable to company for the Financial
Year 2024-25, However as per section 138 of
the Companies Act, 2013, the Company has
appointed, internal auditors for conducting the
internal audit for financial year 2025-26.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Act read with The Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2019 your Company has appointed CS Kishor
Toshniwal, practicing Company Secretaries,
Pune (CP No. 12564, M No. 26829) to conduct
the Secretarial Audit of the Company for the
financial year 2024-25. The Secretarial Audit
Report is annexed herewith as "Annexure E" to
this Report.

The Secretarial Auditor''s report does not
contain any qualifications, reservations,

adverse remarks or disclaimers, which would be
required to be dealt with in the Boards'' Report.

COST AUDITOR

During the period under review, the provisions
relating to the Cost Auditor appointment was
not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143(12) OTHER
THAN THOSE REPORTABLE TO THE CENTRAL
GOVERNMENT

The Auditors of the Company have not reported
any fraud as specified under Section 143(12) of
the Companies Act, 2013.

During the Financial Year, company has not
received any cases regarding Fraud reporting
required under Companies Amendment Act,
2015.

CREDIT RATING

During the year under review the Company
has not obtained Credit rating from any SEBI
Registered Credit Rating agency.

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

The Company has zero tolerance for sexual
harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at the Workplace, in line
with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules there
under. The Policy aims to provide protection to
employees at the work place and prevent and
redress complaints of sexual harassment and
for matters connected or incidental thereto,
with the objective of providing a safe working
environment, where employees feel secure.

The Company has always provided a congenial
atmosphere for work to all the employees that
is free from discrimination and harassment
including sexual harassment. It has provided
equal opportunities of employment to all
without regard to their caste, religion, color,
marital status and sex.

The company has constituted an Internal

Complaints Committee as required under the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013.

The Company has not received any complaint
of sexual harassment during the financial year
2024-25.

GOING CONCERN STATUS

There is no significant or material order passed
during the year by any regulator, court or
tribunal impacting the going concern status of
the Company or its future operation.

THE STATE OF THE COMPANY AFFAIRS

The Directors of the Company are of the opinion
that the future of the Company is promising,
primarily because of the projections of the
business of the company and developments
take place in the segment in which Company
operates.

The Directors of the Company are continuously
looking for avenues for further growth of the
Company and are evaluating various areas
where it can fetch good return for the Company
in the years to come.

Further, during the year under review there is no
changes in nature of business of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social
Responsibility (CSR) Policy of your Company
and the initiatives undertaken by your Company
on CSR activities during the year under review
are set out in "Annexure F" of this report in the
format prescribed under the Companies (CSR
Policy) Rules, 2014. The CSR policy is available
on the website of your Company www.rcmpl.
co.in.

SUBSIDIARIES, JOINT VENTURE OR
ASSOCIATES

During the year under review the Company does
not have Subsidiary, Joint Venture or Associate
Companies as per the provision of Companies
Act, 2013.

MAINTENANCE OF COST RECORDS

The Provision of section 148 of the Companies
Act, 2013 with respect to the maintenance of
cost records and Cost Audit are not applicable
to the Company during the Financial Year 2024¬
25.

COMPLIANCE WITH APPLICABLE
SECRETARIAL STANDARDS

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

The Board of Director confirms that the
secretarial standard, as applicable to the
Company have been complied with.

MATERIAL ORDER BY TRIBUNAL OR OTHER
REGULATORY BODY

There is no significant or material order passed
during the year by any regulator, court or
tribunal impacting the going concern status of
the Company or its future operation.

COMPLIANCE CERTIFICATE FROM EITHER
THE AUDITORS OR PRACTICING COMPANY
SECRETARIES REGARDING COMPLIANCE OF
CONDITIONS OF CORPORATE GOVERNANCE:

As the company is Listed on NSE EMERGE
Platform i.e NSE SME Exchange, corporate
governance requirement as mentioned under
SEBI (LODR), Regulation are not applicable to
the company. Still with effect from the date of
Listing, the Company is adhering to the good
corporate governance practices.

COMPLIANCE UNDER MATERNITY BENEFIT
ACT, 1961.

Your Company remains fully compliant with the
provisions of the Maternity Benefit Act, 1961.
During the review period, no employee filed
claims under the Act. However, the Company
continues to uphold robust policies and
systems to support eligible women employees,
ensuring the continued provision

E_-VOTING/BAII OT VOTING

In terms of requirements of the Companies Act,
2013 and the relevant rules made there under,
the Company has provided ''remote e-voting''
(e-voting from a place other than venue of
the AGM) facility through National Securities
Depository Limited for all members of the
Company to enable them to cast their votes
electronically, on the resolutions mentioned in
the notice of the 13th Annual General Meeting
of the Company.

GREEN INITIATIVE

In compliance with the Ministry of Corporate
Affairs (MCA) Circulars and SEBI Circular dated
May 12, 2020, the Annual Report 2024-25, the
Notice of the 13th Annual General Meeting, and
instructions for e-voting are being sent only
through electronic mode to those members
whose email addresses are registered with the
Company / depository participant(s).

We urge members to support our commitment
to environmental protection by choosing to
receive the Company''s communication through
email. Members holding shares in demat mode,
who have not registered their email addresses
are requested to contact their respective DP
and register their email addresses with their
respective depository participants, as per the
process advised by their respective DP

GENERAL DISCLOSURES

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

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

• Issue of shares (including sweat equity
shares) to employees of the Company under
any scheme save and except Employees''
Stock Options Schemes referred to in this
Report.

• The Company does not have any scheme of
provision of money for the purchase of its
own shares by employees or by trustees for
the benefit of employees.

• Neither the Managing Director nor the Whole¬
time Directors of the Company receive any
remuneration or commission from any of its
subsidiaries.

• No significant or material orders were
passed by the Regulators or Courts or
Tribunals which impact the going concern
status and Company''s operations in future.

• No fraud has been reported by the Auditors
to the Audit Committee or the Board.

There has been no change in the nature of
business of the Company.

The Company has taken adequate insurance
to cover the risks to its employees, property
(land and buildings), plant, equipment, other
assets and third parties.

GENERAL SHAREHOLDERS INFORMATION

Date and Time of Annual General Meeting	30th September, 2025 at 10:00 AM
Venue of Annual General Meeting	MCCIA
Financial Year	01st April, 2024 to 31st March 2025
Dividend payment date	NA
Name and Address of Stock Exchange	NSE Limited, Exchange Plaza, Plot No. C-1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051.
Confirmation of Payment of Annual Listing Fees	We hereby confirmed that the payment of Annual Listing Fees has been paid.
Name of RTA	Bigshare Services Private Limited
Plant Locations	Plant I: Plot No. A-44/1/A-52 & A-53, Rajmata Jijau Mahila Industrial Pre. Co-op Soc. Ltd, Chakan Industrial Area (MIDC), Vasuli, Chakan Phase-II, Pune-410501, Maharashtra, India
	Plant II: Gat No. 1541 & 1542, Sonawanewasti |Chikhali, Taluka: Haveli, Dist: Pune: 411062.
Address for correspondence.	Office No. 401,3rd and 4th Floor, Plot No 209, S.NO.96/2B, Right Bhusari Colony, Paud Road, Kothrud, Pune, Pune City, Maharashtra, India, 411038
Share Transfer System	Effective from April 01,2019, SEBI has mandated that shares can be transferred only in Demat. Hence no transfer of shares in physical form can be lodged by the shareholders. No Physical Shareholders exists in the Company

ACKNOWLEDGEMENT

• The Directors would like to express their
sincere appreciation for the assistance
and co-operation received from the banks,
Government authorities and members

during the year under review. The Directors
also wish to place on record their deep sense
of appreciation for the committed services
by the Company''s executives.

CAUTIONARY NOTE

The statements forming part of the Directors''
Report may contain certain forward-looking
remarks within the meaning of applicable
provisions of the Companies Act, 2013 and
rules made there under. Many factors could
cause the actual results, performances or

achievements of the company to be materially
different from any future results, performances
or achievements that may be expressed or
implied by such forward looking statements.

This Report should be read in conjunction with
the financial statements included herein and
the notes thereto.

BY THE ORDER OF BOARD OF DIRECTORS

FOR READYMIX CONSTRUCTION MACHINERY LIMITED

Anand Suresh Watve Atul Jagannath Kulkarni Date: 04 September, 2025

Managing Director Whole-Time Director Place: Pune

DIN: 05151936 DIN: 05151943

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 12 ^{Annual Report of the Company together
with Audited Financial Statements of the Company, for the year ended 31M March, 2024.}

1. FINANCIAL RESULTS:

The performance during the period ended 31^st March 2024 has been as under:

(Amount in ''00 of INRl

Particulars	2023-24	2022-23
Revenue from Operation	69.79,357.79	54,99,512.10
Other Income	1,617.93	177.48
Total Revenue	69,80,975.72	54,99,689.58
Less: Total Expenditure before Depreciation and amortization expense	56,82.413.17	5094691.92
Profit before Depreciation and amortization expense	12.98.562.55	4,04.997.66
Less: Depreciation and amortization expense	66,265.06	22.345.91
Profit before exceptional and extraordinary items and tax	12,32,297.49	3,82,651.76
Add/Lcss: Exceptional Items	-	-
Profit before tax	12,32,297.49	3,82,651.76
Less: Provision for Income Tax:
Current Tax	3,02,182.24	87,433.38
Taxation Earlier Year	-	-
Deferred Tax	1.632.64	4,515.18
Profit/(Loss) for the year	9,28,482.61	2,90,703.20
Earning per equity share:
Basic	11.76	3.68
Diluted	11.76	3.68

In accordance with the Companies Act. 2013. the annual return in the prescribed format (MGT-7) for the
Financial Year 2023-24 is available at https://www.rcmpl.co.in/

2. NUMBER OF BOARD MEETINGS: (Section 134(3)(b)|:

There were 9 Board Meetings held during the Financial Year-2023-24. The details of directors who
attended the meetings (as per secretarial standards) are as under:

Quarter	Date of Board meeting	Directors present
First Quarter (April to June 2023)	12"''April 2023	Mr. Anand Suresh VVatve Mr. Atul Jagannath Kulkarni Mr. Prashant Kanikdale
	20th June 2023	Mr. Anand Suresh Watve Mr. Atul Jagannath Kulkarni Mr. Prashant Kanikdale
Second Quarter (July to September 2023)	28,h July 2023	Mr. Anand Suresh Watve Mr. Atul Jagannath Kulkarni Mr. Prashant Kanikdale
	11 September 2023	Mr. Anand Suresh Watve Mr. Atul Jagannath Kulkarni Mr. Prashant Kanikdale
	14th September 2023	Mr. Anand Suresh Watve Mr. Atul Jagannath Kulkarni Mr. Prashant Kanikdale
	27,h September 2023	Mr. Anand Suresh Watve Mr. Atul Jagannath Kulkarni Mr. Prashant Kanikdale
Ihird Quarter (October to December 2023)	16th November 2023	Mr. Anand Suresh Watve Mr. Atul Jagannath Kulkarni Mr. Prashant Kanikdale
Fourth Quarter (January to March 2024) —	24th January 2024	Mr. Anand Suresh Watve Mr. Atul Jagannath Kulkarni Mr. Prashant Kanikdale
	29lh March 2024	Mr. Anand Suresh Watve

Mr. Atul Jagannath Kulkarni Mr. Prashant Kanikdale

3. COMPOSITION OF COMMITTEES

A. AUDIT COMMITTEE [Section 177]:

Composition

Audit Committee consists of 3 members namely Mr. Neeraj Bangur, Independent Director. Mr. Gaurav
Maheshwari, Independent Director and Mr. Anand Suresh Watve, Managing Director. Mr. Neeraj Bangur.
Independent director, acting as the Chairman of the Committee.

flic Chairman and members of the Audit Committee are well versed with the financial matters and are
finance literate.

Role of Audit Committee

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

(ii) review and monitor the auditor’s independence and performance, and effectiveness of audit
process;

(iii) examination of the financial statement and the auditors'' report thereon;

(iv) approval or any subsequent modification of transactions of the company with
related parlies;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

(ix) any other responsibility as may be assigned by the board from lime to lime.

Meetings and Attendance at Audit Committee Meetings as follows: There was no audit committee
during the financial year 2023-24. Hence no meetings were held. The Audit Committee was formed on
10^,h August 2024.

B. NOMINATION AND REMUNERATION COMMITTEE [Section 178 (1)|

Nomination and Remuneration Committee consists of 3 members namely Mr. Neeraj Bangur,
Independent Director. Mr. Gaurav Maheshwari, Independent Director and Mrs. Pinki Kedia. Independent
Director. Dr. Neeraj Bangur is acting as the Chairperson of the Committee.

Role of the Nomination and Remuneration Committee

(i) Formulation of the criteria for determining the qualifications, positive attributes and independence of
Director

(ii) Devising a policy on Board Diversity

(iii) Formulation of Remuneration Policy

(iv) Review the structure, size and composition of the Board

(v) Identifying and selection of candidates for appointment as Directors

(vi) Formulation of Remuneration policy

(vii) Review the structure, size and composition of the Board

(viii) Formulation of criteria for evaluation of Independent Directors and the Board

Meetings and Attendance at Nomination and Remuneration Committee Meetings as follows: There
was no nomination and remuneration committee during the financial year 2023-24. Hence no meetings
were held. The nomination and remuneration Committee was formed on 10^th August 2024.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE |Section 178 (5)|

The Stakeholder Relationship Committee Comprises of 3 members namely Neeraj Bangur. Independent
Director, Anand Suresh Watve, Managing Director, Atul Jagannath Kulkarni. Whole Time Director:

Mr. Neeraj Bangur. Non-Executive Director, acts as the Chairperson of the Committee.

The Stakeholders Relationship Committee shall consider and resolve the grievances of security holders of
the Company.

Meetings and Attendance at Stakeholders Relationship Committee Meetings as follows:

There was no Stakeholder Relationship committee during the financial year 2023-24. Hence no meetings
were held. The Stakeholder Relationship Committee was formed on 10^th August 2024.

I). Corporate Social Responsibility (CSR) and CSR Committee |Seetion 135|

Compliance of CSR is not applicable to the Company. Hence the Committee is not formed during the
year 2023-24. The CSR Committee was formed on I0''^h August 2024

4. DIRECTORS REPSONSIBILITY STATEMENT: |Section 134 (3)(c)l

Pursuant to the requirement of Section 134(5) ot the C ompanies Act, 2013. the Directors hereby confirm
that:

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

(b) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and lair view ot the state ot
affairs of the Company at the end of the financial year and of the Profit of the Company for the that
period:

(c) The Directors have taken proper and sulficicnt care lor the maintenance ol adequate accounting
records in accordance with the provisions of the Companies Act. 2013 tor safeguarding the assets ot the
Company and for preventing and detecting fraud and other irregularities:

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

(e) The Directors have devised proper system to ensure compliance with the provisions ot all applicable
laws and such systems are adequate and are operating effectively.

5. ratio of the remuneration of each director to the median

EMPLOYEE’S REMUNERATION PURSUANT TO SECTION 197 (12) OF THE
COMPANIES ACT, 2013 ANI) THE RULES MADE THERE UNDER:

The Company being unlisted public company the provisions of section 197( 12) are not applicable.

6. BOARD OF DIRECTORS:

As on 31⁵¹ March 2024. the Board consisted of Three Executive Directors.

7. AUDITORS:

Statutory Auditors: [Section 139|:

Statutory auditor of the company, M/s. BSMART and Associates LLP, Chartered Accountants. Pune,
Firm Registration No. 121 181W/W10001 I. were appointed as the Auditor in the Annual General Meeting
held in 2020 for a period of 5 years i. e. till the ensuing Annual General Meeting to be held in 2025.

Secretarial Auditor:

Company in not falling under class of companies defined under Rule 9 of Companies (Appointment and
Remuneration) Rules, 2014 of Section 204 of Companies Act. 2013 relating to Secretarial Audit, hence
provisions are not applicable to the Company.

Cost Auditor:

The maintenance of Cost Records has not been specified by the Central Government under sub-section (I)
of Section 148 of the Act. in respect of the activities carried on by the Company , hence provisions are not
applicable to the Company.

8. CERTIFICATION BY A COMPANY SECRETARY IN PRACTICE: [Section 92(2)[:

In accordance with the provisions of Section 92(2) of the Companies Act, 2013 read with Companies
Rules (Management and Administration) 2014. Annual Return filed by a listed company or a company
having paid-up share capital often crore rupees or more or turnover of fifty crore rupees or more, shall be
certified by Company Secretary in Practice in Form MGT-8.

Accordingly, certificate in Form MGT-8 shall be issued bv M/S MV & Associates, Company Secretaries
for the financial year 2023-24.

9. APPOINTMENT OF INDEPENDENT DIRECTOR [Section 149 (10)|:

There was no appointment oflndependent Directors during the financial year 2023-24.

The Board of Directors appointed Mr. Neeraj Bangur, Mr. Gaurav Maheshwari and Mrs. Pinki Kedia as
Independent Directors of the Company on 2^nd August 2024.

All Independent Directors of the Company are registered with the Indian Institute of Corporate Affairs
(MCA) pursuant to the Companies (Appointment and Qualification of Directors) Rules 2014 as amended.

10. DECLARATION OF INDEPENDENCE:

As there was no appointment of Independent Directors during the financial year 2023-24, this clause is
not applicable.

11. THE STATE OF THE COMPANY’S AFFAIRS: [Section I34(3)(i)|:

The Directors of the Company are of the opinion that the future of the Company is promising,
primarily because of the projections of the business of the company and developments tak.ng place in
the segment in which company operates.

The Directors of the Company are continuously looking for avenues for further growth of the
Company and are evaluating various areas where it can fetch good returns for the company in the

years to come.

Further during the year under review, there is no change in the nature of business ot the C ompany.

12. TRANSFER TO RESERVE: |Scctionl34 (3)(j)l
No amount is transferred to General Reserve.

13. DIVIDEND: |Scctionl34 (3)(k)|

The Company has not recommend any dividend for the financial year ended 31^s* March. 2024 in View of
conservation of resources.

14. RISK MANAGEMENT POLICY |Scctionl34 (3)(n)|

The Company has risk management framework which covers practices relating to Company’s enterprise
and also the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic
financial, credit, market, liquidity, security, property, IT. legal, regulatory, reputational and other risks and
there is an adequate risk management infrastructure in place capable of addressing those risks.

During the last financial year, the Company’s risk management practices were primarily focuses on the
effectiveness of strategic programs in improving our competitive position which provides unique place to
the Company in today''s competitive business world, our good team of dedicated employees and
professionals always prepared to address any incident that may cause business disruptions to our physical

and technical model, strengthening internal control to detect fraudulent activity, leadership development
and monitoring possible impact of changes in our regulatory environment.

During the year, the Company has carried annual risk survey across the organizations to get inputs of key
risks in achieving business objectives, their impact on growth and mitigation actions to minimize such
impact. The Company also regularly assess business environment including external as well as internal
indicators along with assessments by market segments, growth of top clients, monetary risk and credit
risk.

The Company has made a comprehensive approach to risk management, fully integrating risk
management with strategic, financial and customer management so that goals and responsibilities are
aligned across the Company.

The Board manages risk systematically across the entire enterprise as well as the business and transaction
level. This comprehensive approach is designed to ensure that risk based decision making is appropriate at
all levels of organization.

15. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE
BALANCE SHEET AND THE DATE OF REPORT: (Section I34(3)(l)|:

The Bonus shares were issued to existing shareholders on 25^th May 2024. The Company was converted
into Public Limited with effect from 2^nd August 2024. The Company is in the process of going for Initial
Public Offer.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO: (Section I34(3)(m)|:

A. Conservation of energy:

Steps taken or impact on conservation of energy.: In view of the nature of business, there is not much
scope for energy conservation measures. However, adequate measures are taken to avoid wastage of
electricity.

(i) Steps taken by the company for utilizing alternate sources of energy: Nil.

Capital investment on energy conservation equipment: No additional investments are proposed for energy
conservation.

B. Technology Absorption:

(i) Efforts made towards technology absorption - In view of the nature of business, no special efforts are
being taken for advancement of technology.

(ii) Benefits derived like product improvement, cost reduction, product development or import
substitution. Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year): Nil

(a) Dctails of technology imported: Nil

(b) Year of import : Not Applicable

(c) Whether the technology has been fully absorbed: Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: and: Not
Applicable

iv) Expenditure incurred on research & development. Nil

C. Foreign Exchange Earnings & Outgo:

(Amount in *00 of INR)

Particulars	2023-24	2022-23
Earning in Foreign Exchange:	Nil	Nil

Particulars	2023-24	2022-23
Expenditure in Foreign Currency:
Purchase of Raw Material	61,301.90	Nil

17. DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES
(AC): Rule 8 (5) (iv) of Companies (Accounts) Rules, 2014:

The Company does not have any Subsidiaries. Joint Ventures or Associate Companies.

18. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT
VENTURES (JV), ASSOCIATE COMPANIES (AC):

The Company does not have any Subsidiaries. Joint Ventures or Associate Companies hence no
comments are necessary. •

19. VIGIL MECHANISM |Section 177(9)1:

Provisions of section 177(9) of the Companies Act. 2013 are not applicable to the Company.

20. FORMAL ANNUAL EVALUATION:

Provisions of section 134(3)(p) and 178(2) of the Companies Act. 2013 arc not applicable to the
Company.

21. MAINTENANCE OF COST RECORDS: [SECTION 134 [3)|Q| RI LE 8 [5][1X||

The provisions of maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act. 2013 are not applicable to Company.

22. OTHER MATTERS:

Following are the other matters to be covered pursuant to section 134(3) (q) of the Companies Act. 2013
read with Rules made there under:

I.Deposits: Company has not accepted any deposits during the financial year covered under chapter V of
the Act.

11.Event based disclosures in Directors Report:

a) Issue of equity shares with differential right if completed during the relevant financial year: NIL

b) Details to employment Stock Option Scheme during the relevant financial year: NIL

c) Details related to provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees: NIL

23. COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
|Scctionl34 (3)(e)J

The provisions are not applicable to Company.

24. DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING
OR WHOLE TIME DIRECTOR FROM THE COMPANIES HOLDING OR SUBSIDIARY
COMPANY:

The Company does not have any Holding or Subsidiary company hence provisions are not applicable.

25. REPLY TO AUDITORS QUALIFICATION OR REMARKS OR OBSERVATIONS:

[Section 134 (3)(f)|: There is no qualification made by Auditor.

26. FRAUD TO RE REPORTED BY AUDITOR: [Section 134 (3) (ca)|

There were no frauds reported by the auditors under Section 143( 12) of the Companies Act. 2013.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: [Section 134 (3)(g)|

The Company has neither given any loan nor guarantee or security or made investment during the

financial year under review.

27. PARTICULARS OF RELATED PARTY TRANSACTIONS: |Sectionl34 (3)(h)|

The details are enclosed in Form AOC -2 is attached as Annexure 6

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE: [Rule 8 (5)(VII) of the Companies (Accounts)
Rules, 2014]:

There were no instances during the year attracting the provisions of Rule 8 (5)(vii) of the Companies

(Accounts) Rules. 2014.

29. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS: [Rule 8 (5)(viii) of the Companies
(Accounts) Rules, 2014|:

I he provisions of Rule 8 (5)(viii) of the Companies (Accounts) Rules, 2014 not applicable to the

Company.

30. PARTICULARS OF EMPLOYEES

I he provisions of companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are

not applicable during the year under review.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
[PREVENTION, PROHIBITION AND REDRESSAL] ACT, 2013:

[Rule 8 (5)(x) of the Companies (Accounts) Rules, 2014|:

The Company has constituted an Internal Complaints Committee (ICC) lor organizing workshops and
awareness programs at regular for sensitizing employees on the issues and panel implications w.r.t.
workplace sexual harassment. The ICC shall be responsible for prevention and redressal of complaints, if
any. The ICC ensures timely submission of reports to the Board.

The following is a summary of sexual harassment complaints received and disposed off during the year
2023-24.

No of complaints received: No Complaints Received
No of complaints disposed off: Not Applicable

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code 2016 and hence

this clause is not applicable to the C ompany.

33. DETAILS OF DIFFERENCE IN VALUATION:

The Company has not done any one-time settlement with the Bank and has not taken loan from any Bank
or Financial Institution during the year and hence this clause is not applicable to the Company.

34. DISCLOSURE IN RESPECT OF COMPLIANCES OF APPLICABLE SECRETARIAL
STANDARDS:

The Company has duly complied with applicable Secretarial Standards during the Financial Year 202 ''-24
under review, issued by the ICSI on I^st July 2015 and also amended from time to time.

35. ACKNOWLEDGEMENTS:

Directors take this opportunity to express their appreciation for the services rendered by Company''s
Bankers. Consultants and-Advisors, Auditors, Company Secretary. Material Suppliers. Customers and
Shareholders for their continued support and guidance. The Directors wish to place on record their
appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

By order of the Board of Directors of READYMIX CONSTRUCTION
MACHINERY LIMITED

AN AND SURESH WATVE--- ATUL KULKARNI^A^^

Managing Director Whole Time Director

DIN-05151936 DIN: 05151943

Email id: [email protected]

Contact no: 020-25289212

Place: -Pune

Date: - 20th August 2024