Directors Report of RR Metalmakers India Ltd.

Mar 31, 2025

Ybur Directors present the 30^th Annual Report of the Company and the Standalone Audited Financial Statement of the Company for the
financial year ended March 31, 2025 together with the Auditor''s Report thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31,2025, are highlighted as under:

Particulars	March 31,2025	March 31,2024
Total Income	5250.82	9,680.37
Less: Total Expenses excluding Depreciation	5054.78	9,484.24
Profit before Depreciation, Exceptional Item and Tax	196.04	196.13
Less: Depreciation	28.39	34.34
Profit before Tax and Exceptional Item	167.65	161.79
Less: Exceptional Item	--	--
Less: Tax Expenses	--	56.67
Profit after tax	167.65	105.12

2. Brief description of the Companyâs working during the year/state of Companyâs affairs and operational results:

During the current year, the Company''s income from operations was lower at Rs. 5197.09 Lakhs, compared to Rs. 9,638.93 Lakhs in
the previous year. However, inspite of lower turnover, in view of various cost control measures initiated by the Company, the profit after
tax was higher at Rs.167.65 Lakhs for the year ended March 31,2025 as compared to Rs.105.12 Lakhs in the previous year.

The performance of the Company throughout the year was impacted due to the Corporate Insolvency Resolution Process (CIRP)
initiated against the Company pursuant to Order passed passed by National Company Law Tribunal (NCLT) on April 22, 2024 and
appointed Insolvency Resolution Professional (IRP). The Company had immediately challenged and filed an appeal with National
Company Law Appellate Tribunal (NCLAT) and the NCLAT had stayed the Order passed by NCLT on April 24, 2024. After various
hearings and submissions made, the NCLAT had passed an Order on February 27, 2025 setting aside the impugned Order passed by
NCLT and accordingly, the Company was released from the CIRP process and powers of the Board reinstated. The Company continued
its operations with the approval of IRP

As the Company is now out of CIRP process, the Directors are optimistic about the Company''s prospects and are confident in improving
sales within the manufacturing sector, which they believe will result in substantial profits in the future.

During the year under review, the Company has surrendered the channel finance facility of Rs. 7 Crore taken from Tata Capital Financial
Services Limited which resulted in substantial reduction in loan and also interest burden.

With a positive outlook, strategic initiatives and aggressive approach of the Management, the Company look forward for improved
performance in future.

3. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and Companyâs operations in future:

The Hon''ble National Company Law Tribunal, Mumbai Bench, (âNCLTâ) vide its order dated April 22, 2024 (âOrderâ), had admitted
the application filed by Jaldhi Overseas PTE Ltd under section 9 of the Insolvency and Bankruptcy Code, 2016, read with Rules and
Regulations framed thereunder for an alleged amount of default of Rs. 4.32 Crore. Accordingly, the Corporate Insolvency Resolution
Process (âCIRPâ) was commenced on RR Metalmakers India Limited (âCompanyâ) with effect from April 22, 2024 and appointed
Interim Resolution Professional under the Code.

In this regard, the Company had filed an Appeal before the Hon''ble National Company Law Appellate Tribunal, Principal Bench, New
Delhi (âNCLATâ). The Appeal was accepted by the NCLAT on April 24, 2024 ordering that no further steps shall be taken in the CIRP
initiated against the Company (pursuant to order dated April 22, 2024 of the NCLT) till the next date. The NCLAT had given dates of
hearing from time to time and after the hearings and submissions by the parties, passed an Order on February 27, 2025 setting aside the
Order passed by NCLT and released the Company from CIRP process.

Though the operation of the Company was ongoing without any interruption with the approval of IRP it has impacted the performance
of the Company.

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

There are no material changes and commitments happened affecting the financial position of the Company between the end of financial
year and the date of this report.

5. The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016:

Except, as mentioned in the above point no. 3 above, no other application was made and proceeding pending under the Insolvency and
Bankruptcy Code, 2016 against the Company.

6. Change in the nature of business, if any:

The Company is in the business of manufacturing and trading of Steel and Iron Ores and its products. There was no change in nature of
business during the period under report.

7. Reserves:

The Board does not propose to carry any amounts to reserves. The profit after tax during the year was carried to Surplus/Deficit
account.

8. Dividend:

To conserve the cash resources and in view of the fund requirement for growth your Directors do not recommend any dividend for the
financial year 2024-25.

9. Rating:

The Company has taken Credit Rating from Care Ratings Limited. The Company has been assigned Care B ; STABLE for Long Term
Bank Facilities & Care A4 for Company''s Short Term Bank Facilities.

10. Transfer of amounts to Investor Education and Protection Fund:

During the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). But there is unclaimed
amount lying in the Company towards Interim Dividend declared for the financial year 2017-18, which will be transferred to IEPF
account if it remains unpaid or unclaimed for a period of seven years.

11. Share Capital:

The paid up Share Capital of the Company as on March 31,2025 was Rs. 9,00,88,240/- comprising 90,08,824 Equity Shares of Rs. 10/-
each.

The Shares of the Company are listed on BSE Limited under scrip code 531667 and having ISIN INE117K01013.

During the year under Report, there was no change in capital structure and also there was no issue or allotment of shares or securities.

12. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (âthe Actâ) read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this
Report. The link of the Annual Report is as follows: https://www.rrmetalmakers.com/annual-return.asp

13. Auditors:

a) Statutory Auditors:

At the 27^th Annual General Meeting held on September 30, 2022, M/s. M. A Chavan & Co., Chartered Accountants (Firm
Registration No. 115164W) were appointed as the Statutory Auditors of the Company for 5 consecutive financial years i.e. till the
Annual General Meeting to be held for the financial year 2026-27.

During the year there was no change in Auditors in the Company.

b) Secretarial Auditors:

As required under Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, in its meeting held on June 04, 2024, has
appointed M/s. Hemanshu Kapadia & Associates, (Membership No. FCS: 3477 and C. P No.: 2285), Practicing Company Secretary,
as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial year 2024-25 and
issue Secretarial Audit Report as required under the Act.

c) Internal Auditors:

M/s. Vikram Shah and Co., Chartered Accountants, were appointed as Internal Auditors of the Company for the financial year
2024-25. In compliance with the provisions of Section 138 of the Act the Board, on the recommendation of the Audit Committee,
has re-appointed the said firm as Internal Auditors of the Company for the financial year 2025-26 also.

14. Auditors Report:

a) Statutory Audit Report:

The Auditors'' Report and annexure to the Auditors'' Report are self-explanatory and contain qualifications, reservations, adverse
remarks or disclaimers and therefore the explanations are provided as under:

Sr.

No.

Observation

Management Reply

The Company has recognized revenue for export sales
to customer Prisha International PTE Ltd. amounting to
Rs. 1,000.75 lakhs ($ 1 1,63,669.38 USD) vide tax invoice
dated 23.12.2024. As per IND AS 115: Revenue from
Contracts, an entity shall recognize revenue when the entity
satisfies a performance obligation by transferring promised
goods or service (i.e. an asset) to a customer. As observed
during course of our Audit and as per enquiries made
with Company''s management, the goods have not been
transferred to the customer as on the date of this Audit
report. Accordingly, the revenue from operations and trade
receivables are overstated to that extent.

We are unable to comment on the possible consequential
effects of the above qualifications, if any, on these statements.

The Company has already sold the Goods and also received
the advance against the goods sold. Further, the GST invoice
was generated under LUT for the said sale. The Company
does not foresee any issue in consummating the transaction.
Therefore, the above transaction does not have impact on
the financials.

Debtors amounting to Rs.61.17 lakhs are older for a period
of more than 3 years on which impairment loss is not
recognized by the management based on lifetime expected
credit losses using provision matrix as per provisions of IND-
AS 109 âFinancial Instrumentsâ. The management of the
company has filed recovery suits against the said parties and
is of the opinion that the said debtors are recoverable.

We are unable to comment on the possible consequential
effects of the above qualifications, if any. on these statements.

The management is hopeful to recover the full amount and
in this regard the Company has taken legal action on said
debtors.

The Auditors in its report have also drawn attention to âEmphasis of Mattersâ, the same is given herein under alongwith explanation
thereto:

Sr.

No.

Content of Auditorsâ Report

Management Reply

The Company has decided to sell its manufacturing plant
located at Ahmedabad, Gujarat in its Extraordinary General
Meeting (EGM) of shareholders held on 27.03.2025 by way
of Special Resolution which was unanimously approved by all
the shareholders.

The Company took several strategic steps to expand its steel
manufacturing business after setting-up the steel plant in
Navavas Village, Dist.: Sabarkantha, Gujarat (âUndertakingâ).
Even after many efforts, the Company realised that logistics
costs were higher in Gujarat than in Maharashtra, which
makes product costly. After the COVID-19 pandemic,
manufacturing facility became uncompetitive due to the
changing economic scenario. Other initiatives that the
Company had taken in the past included the introduction
of new products, significant improvements in quality
and service, cost reduction, and so on. However, unit''s
performance did not improve and since the running the unit
was no longer financially viable, the Board decided to sell
it in the best interests of all stakeholders after considering
various options.

During FY 2024-25, the CGST Department, Mumbai has
carried out GST Audit of the Company vide its Final Audit
Report dated 19.2.2025, with a total revenue detection of
Rs.128.03 lakhs for the period FY 2018-19 to FY 2022-23.
The further assessment is ongoing as on the date of this audit
report.

The findings of GST Audit is awaited.

b) Secretarial Audit Report:

The Secretarial Audit Report in form MR-3 issued by M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, for the
financial year 2024-25, is appended as Annexure - 1 to the Board''s Report. The Secretarial Audit Report for financial year 2024-25
does not contain any observation / qualification.

15. Cost Records:

As the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 was applicable on the
Company; the Company was required to maintain Cost records. Accordingly, the Company has maintained the cost record.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy: Our Company has always considered energy and natural resource
conservation as a focus area and has been constantly making efforts towards its conservation. The Company has manufacturing
operations at Gujarat and uses electricity as main source for operation. The Company, on continuous basis, has taken several
sustainable steps voluntarily to contribute towards better environment. Select few steps are listed below:

a) Monitoring the Electricity Expenses on monthly basis,

b) Regular maintenance of machinery and electric equipment,

c) Use of energy efficient electric equipment, and

d) Educating employees and workers for energy conservation.

ii. The steps taken by the Company for utilizing alternate sources of energy: The Company is using electricity as main
source of its energy requirement for its manufacturing activities. The Company uses the generator in case of electricity failure
to run the manufacturing activity. The Company is not exploring alternate sources of energy.

iii. The capital investment on energy conservation equipment: The Company has not made any capital investment on
energy conservation equipment.

B. Technology absorption:

i. The efforts made towards technology absorption: Our Company has continued its endeavor to absorb advanced
technologies for its product range to meet the requirements of a competitive market. Further, the Company is taking efforts
to further improve quality of the products. The Company strives to achieve innovations in its operations by installing new and
advanced machineries.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

Due to setting-up new and advance machineries our profitability has increased.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial
year): No technology has been imported by the Company during the last three financial years.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo:

Foreign exchange earnings: Rs.1000.75 lakhs
Foreign exchange outgo: Nil

17. Particulars of contracts or arrangements with related parties:

All related party transactions conducted by the Company during the financial year have been executed on an arm''s length basis and
at prevailing market prices. We have maintained strict adherence to the principles of fairness and transparency in these transactions.
It is important to note that apart from the transactions with RKB Global Ltd there have been no materially significant related party
transactions with our Directors, Key Managerial Personnel or other designated individuals that could potentially create conflicts of
interest with the overall interests of the Company.

Our commitment to corporate governance and ethical business practices has ensured that all related party transactions are conducted
in a manner that upholds the best interests of the Company. We have implemented robust processes and procedures to identify, assess
and monitor any potential conflicts of interest that may arise from related party transactions. The Board and management continuously
strive to maintain the highest level of transparency, integrity and accountability in all our dealings, including related party transactions.
This commitment not only fosters trust and confidence among our stakeholders but also strengthens our corporate reputation.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of
Section 188 of the Act including material transactions entered at arms'' length basis and in ordinary course of business, as provided under
third proviso to Section 188(1), in prescribed Form No. AOC -2 is appended as Annexure - 2 to the Board''s Report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 26 of the
Financial Statements.

18. Particulars of Loans, Guarantees or Investments under section 186:

During the year under Report, the Company has not provided any guarantee or security or granted any advances in the nature of loans,
secured or unsecured, to companies, firms, limited liability partnership or any other parties. Further, the Company does not have any
investment falling within the preview of Section 186 of the Act.

19. Directors and Key Managerial Personnel:

a) Directors and Key Managerial Personnel and changes therein:

As on the date of this Report, your Company has 6 (Six) Directors consisting of 2 (Two) Independent (including one Woman
Independent Director) and 1 (One) Executive Director and 3 (Three) Non-Independent Non-executive Directors (including 2
Promoters).

In accordance with the provisions of Section 152 of the Act read with the applicable Rules thereto and Articles of Association of
the Company, Mr. Alok Shah (DIN: 00764237) and Ms. Reena Parmar (DIN: 09411621) retire by rotation at the ensuing AGM and,
being eligible, offer themselves for re-appointment. The Board recommends to the Members their re-appointment as Director of
the Company.

In view of ill health, Mr. Navin Mehta (DIN: 00764424) stepped down as a Whole time Director of the Company effective August
12, 2025. Mr. Vishal Metha (DIN: 03310453) was appointed as an Additional Director (Non-Executive Non-Independent) of the
Company effective August 12, 2025, subject to approval of the Members at the ensuing AGM. Notice under Section 160 of the
Act has been received proposing his candidature for the appointment as Director at the ensuing AGM.

The Board placed on record their gratitude and valuable contribution made by Mr. Navin Mehta during his tenure on the Board of
the Company.

Following changes in the Directors and Key Managerial Personnel (âKMPâ) had taken place during the financial year under Report:

(i) At the 29^th AGM, Mr. Alok Shah (DIN: 00764237) was liable to retire by rotation pursuant to Section 152 of the Act and,
being eligible, offered himself for re-appointment. However, as the Company was under CIRP process, the agenda of his
reappointment was withdrawn and could not be taken up at the said AGM. The said item is now being placed at the 30^thAGM.;

(ii) The Board of Directors had based on recommendation of Nomination & Remuneration Committee (NRC) appointed
Ms. Leena Nishad Jail (DIN: 10540470) as an Additional Director in the category of Independent Director for a term of five
years with effect from April 30, 2024, subject to approval of Members at the 29^th AGM. However, since the Company was under
CIRP process, the agenda item of her appointment was withdrawn and could not be taken up at the said AGM. Accordingly,
she ceased to be an Independent Director of the Company on September 28, 2024. After the Company released from CIRP
Process, the Members had at the Extraordinary General Meeting held on March 27, 2025, approved the appointment of
Ms. Leena Nishad Jail (DIN: 10540470) as an Independent Director for a term of five years with effect from March 27, 2025;

(iii) On the recommendation of NRC, the Board of Directors had appointed Ms. Harshika Kothari (PAN: ACIPH6325D) as the
Company Secretary and Compliance Officer designated as KMP of the Company with effect from June 04, 2024;

Mr. Navin Madhavji Mehta (DIN: 00764424) was re-appointed as the Whole-time Director of the Company for a period of five
years w.e.f. December 26, 2020 i.e. till December 25, 2025. Further, his remuneration was also approved for a period of five
years. Since the Company was paying him remuneration under clause (A) of Section II of Part II of Schedule V of the Act, the
approval of the Members for payment of remuneration can be for a period not exceeding three years. Hence, the approval of the
Members given in 26^th Annual General Meeting of the Company held on August 12, 2021 for payment of remuneration was valid
till December 25, 2023.

Therefore, on the recommendation of the NRC, the Board of Directors in its meeting held on November 09, 2023 had reviewed
the terms and conditions of his re-appointment as Whole-time Director and approved payment of remuneration to him for a
period from December 26, 2023 till his remaining tenure and also him to continue to act as Whole-time Director after the age of
70 years. The said approval of the Board is subject to the approval of the Members at the ensuing Annual General Meeting.

Further, the Board of Directors, on the recommendation of the NRC, in its meeting held on August 12, 2024 has approved denovo
appointment of Executive Directors (Mr. Navin Madhavji Mehta and Ms. Reena Parmar) for a period of three years w.e.f. October
01, 2024 till September 30, 2027 and payment of remuneration. The above appointments and payment of remuneration are
subject to the terms and conditions mentioned in their appointment letters and are also subject to the approval of the Members
in the General Meeting. Since Mr. Navin Mehta has stepped down as a Whole time Director effective August 12, 2025, his term of
appointment would be upto August 12, 2025.

The aforesaid proposals earlier placed for approval of Members at the 29^th AGM held on September 28, 2024 were withdrawn as
the Company was under CIRP process. The Board recommends these proposals for approval of the Members at the 30^th Annual
General Meeting.

Based on declaration provided by Directors, none of them are disqualified from being appointed as Directors under Section 164 of
the Companies Act, 2013.

As on March 31,2025, following were the Directors and KMP in the Company:

1. Mr. Virat Shah (DIN: 00764118), Chairman & Non- Executive Director

2. Mr. Navin Mehta (DIN: 00764424), Whole-Time Director & KMP

3. Ms. Reena Parmar (DIN: 09411621), Whole-Time Director

4. Mr. Alok Shah (DIN: 00764237), Non- Executive Director

5. Mr. Samir Patil (DIN: 09655195), Independent Director

6. Ms. Leena Nishad Jail (DIN: 10540470), Independent Director

7. Mr. Dhiren Shah (PAN: BCGPS3926Q), Chief Financial Officer & KMP

8. Ms. Harshika Kothari (PAN: ACIPH6325D), Company Secretary and Compliance Officer & KMP

Brief resume of the Directors proposed to be appointed/re-appointed at the 30^th AGM, relevant information as stipulated under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 have been given in the
Notice convening the 30^th AGM.

Mr. Virat Shah (DIN: 00764118) and Mr. Alok Shah (DIN: 00764237), Directors of the Company, are related to each other
(inter-se).

b) Board Evaluation:

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration
inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in,
consolidated and then evaluation was carried out.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of Nomination & Remuneration
Committee, the Committee in its meeting held on November 01,2023 had decided that performance of the Board, its Committee
and all the Directors, excluding Independent Directors, would be carried by Independent Directors and performance evaluation
of Independent Directors would be carried by the Board of Directors once in year. In accordance with the criteria suggested by
the Nomination & Remuneration Committee, the performance of the Independent Director was evaluated by the entire Board of
Directors in its meeting held on February 28, 2025 (wherein the Director getting evaluated was absent) on various parameters like
engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the
unanimous view that every Independent Directors were reputed person and brought their rich experience to the deliberations of
the Board and suggesting new system and process to improve performance of the Company.

In view of the Company under CIRP process, the Company had only one Independent Director for major part of the year.
Accordingly, the performance of all the Non-Independent Directors was evaluated by the sole Independent Director. The various
criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making,
functional knowledge, governance, stakeholders, etc. Independent Director was of the view that all the Non-independent
Directors were having good business and leadership skills. The Independent Director also reviewed the performance of the Board
as whole and flow of information from Management to the Directors. They were satisfied with the performance of the Board as a
whole. Further, he also evaluated the performance of the Chairman of the Company on various aspects such as Meeting dynamics,
Leadership (business and people), Governance and Communication, etc. and expressed their satisfaction over the same.

c) Declaration by Independent Director(s):

All the Independent Directors have provided declaration of Independence, as required pursuant to Section 149(7) of the Companies
Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act,
2013, there has been no change in the circumstances affecting their status as Independent Directors of the Company and that they
are not disqualified to become Independent Directors under the Act. In the opinion of the Board of Directors, all the Independent
Directors fulfill the criteria of independence as provided under the Act and that they are independent of the Management.

20. Number of meetings of the Board of Directors:

The Board of Directors met Six (6) times during the financial year 2024-25. The intervening gap between any two meetings was not
more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance
of Directors are given in table below:

Name of the Director	30.04.2024	04.06.2024	12.08.2024	14.11.2024	05.02.2025	28.02.2025
Mr. Virat Shah	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Alok Shah	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Navin Mehta	Yes	Yes	Yes	No	Yes	Yes
Ms. Reena Parmar	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Samir Patil	Yes	Yes	Yes	Yes	Yes	Yes
Ms. Leena Nishad Jail *	Yes	Yes	Yes	NA	NA	NA

* appointed as Additional Independent Director with effect from April 30, 2024 and ceased on September 21, 2024 and was appointed as an
Independent Director again with effect from March 21, 2025.

21. Details of Committees of the Board:

Presently, the Board has 3 Committees: the Audit Committee, Nomination & Remuneration Committee and Share Transfer and
Stakeholders'' Relationship Committee. The Composition of various Committees and other details are as follows:

A. Audit Committee:

The Company has an Audit Committee as required under Section 177 of the Companies Act, 2013. As on March 31, 2025, the
Audit Committee comprised of two members, namely, Mr. Samir Patil (DIN: 09655195) - Independent Director and Mr. Alok Shah
(DIN: 00764237), Non-Executive Director. Mr. Samir Patil is a Chairman of the Audit Committee. The Company Secretary and
Compliance Officer of the Company, acts as a Secretary of the Committee.

Ms. Leena Nishad Jail (DIN: 10540470) was appointed as Additional Independent Director of the Company with effect from
April 30, 2024, subject to approval of shareholders and inducted as Member of the Audit Committee in order to have proper
composition of the Audit Committee. However, since the proposal for her appointment as an Independent Director at the 29^thAGM was withdrawn due to Company under CIRP process, she ceased to be an Independent Director and also a member of the
Audit Committee effective September 27, 2024. After setting aside the NCLT order for initiation of CIRP process by NCLAT on
February 27, 2025, the shareholders had at the EGM held on March 27, 2025, approved the appointment of Ms. Leena Nishad Jail
as an Independent Director of the Company effective from that date. The Audit Committee was reconstituted on April 18, 2025
appointing Ms. Leena Nishad Jail as a member of the Audit Committee.

The present composition of the Audit Committee is as under:

Mr. Samir Patil (DIN: 09655195), Independent Director - Chairman of the Committee
Ms. Leena Nishad Jail (DIN: 10540470), Independent Director
Mr. Alok Shah (DIN: 00764237), Non-Executive Director

All the Members of the Audit Committee are financially literate and have accounting or related financial management expertise as
required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.
During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit
Committee.

Name of Committee Members	30.04.2024	04.06.2024	12.08.2024	14.11.2024	05.02.2025
Mr. Samir Patil	Yes	Yes	Yes	Yes	Yfes
Mr. Alok Shah	Yes	Yfes	Yfes	Yfes	Yfes
Mr. Leena Nishad Jail ¹	Yfes	Yfes	Yfes	NA	NA

* appointed with effect from April 30, 2024 and ceased on September 21, 2024.

Details of establishment of Vigil mechanism cum Whistle Blower policy for Directors and employees:

The Company, pursuant to Section 177(9) of the Companies Act, 2013, has established Vigil Mechanism cum Whistle Blower Policy
for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from
victimization. Further, in appropriate and exceptional cases, there is direct access to approach Mr. Samir Patil (DIN: 09655195), the
Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company''s website at the link: https://
www.rrmetalmakers.com/files/Vigil_mechansim.pdf

B. Nomination & Remuneration Committee:

The Company has Nomination & Remuneration Committee (NRC) as required under Section 178 of the Companies Act, 2013. As
on March 31,2025, the NRC comprised of Mr. Alok Shah (DIN: 00764237) - Non- Executive Director and Mr. Samir Patil (DIN:
09655195) - Independent Director. Mr. Alok Shah is a Chairman of the Committee. The Company Secretary and Compliance
Officer of the Company, acts as Secretary of the Committee.

Ms. Leena Nishad Jail was earlier appointed as Additional Independent Director of the Company with effect from April 30, 2024
and inducted as Member of the NRC in order to have proper composition of the Committee. However, in view of Company in
CIRP process, the proposal for her appointment at 29^th AGM was withdrawn and she ceased to be an Independent Director and
member of the Committee effective September 28, 2024. Ms. Leena Nishad Jail was again appointed as an Independent Director
at the EGM held on March 27, 2025 and member of the Committee effective April 18, 2025.

The present composition of the NRC is as under:

Mr. Alok Shah (DIN: 00764237), Non-Executive Director - Chairman of the Committee

Mr. Samir Patil (DIN: 09655195), Independent Director

Ms. Leena Nishad Jail (DIN: 10540470), Independent Director

The appointment of the Directors and Key Managerial Personnel is recommended by the NRC to the Board. Yfeur Company
has devised the Nomination and Remuneration Policy for the appointment of Directors and Key Managerial Personnel (KMPs)
of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers
the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. A copy of the
policy is appended as Annexure - 3 to the Board''s Report. The Nomination and Remuneration Policy may be accessed on the
Company''s website at the link:https://www.rrmetalmakers.com/Reports/Nomination_and_Remuneration_Policy.pdf

The Details of remuneration paid to the Directors are given in form MGT-7 and also in annexures to the Board''s Report.

The details of number of Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are

oivnn in t^hln hnlr>w

Name of the Director	30.04.2024	04.06.2024	12.08.2024	28.02.2025
Mr. Alok Shah	Yes	Yes	Yes	Yfes
Mr. Samir Patil	Yfes	Yfes	Yfes	Yfes
Ms. Leena Nishad Jail ¹	NA	Yfes	Yfes	NA

Name of the Director	30.04.2024	12.08.2024	14.11.2024	05.02.2025
Mr. Virat Shah	Yes	Yes	Yes	Yes
Mr. Navin Mehta	Yes	Yes	No	Yes
Mr. Samir Patil	Yes	Yes	Yes	Yes

22. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion & Analysis Report is appended as Annexure - 4 of the Board''s Report.

23. Directorsâ Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors subscribe to the Directors''
Responsibility Statement and state that:

a) in the preparation of the annual accounts for the financial year ended on March 31,2025, the applicable accounting standards have
been followed and that there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on March 31,
2025 and of the profit of the Company for that period;

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

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating
effectively during the financial year ended March 31,2025; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate
and operating effectively during the financial year ended March 31,2025.

24. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Board''s Report pursuant
to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 for the financial year 2024-25, is appended as Annexure - 5 to the Board''s Report.

The Company has appointed contract labour and reduced employed workers on pay roll in the factory. The number of employees in
the Company as on March 31,2025 was 5. The names of all the employees of the Company in terms of remuneration drawn for the
financial year 2024-25, as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - 6 to the Board''s Report.

There were no employees in the Company employed in India or Outside India receiving remuneration more than Rs.1,02,00,000/-
(Rupees One Crore Two Lakh only) Per annum or Rs.8,50,000/- (Rupees Eight Lac Fifty Thousand only) per month.

25. Report on Corporate Governance:

In adherence to the regulatory framework and as part of our commitment to transparent business practices, we present the following
disclosure on Corporate Governance for the year ended March 31,2025.

Exemption from Detailed Reporting: Pursuant to the stipulations laid down in Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements), 2015, we wish to inform our stakeholders that the Company qualifies for an exemption from providing a
comprehensive Corporate Governance Report. This exemption is attributed to two key factors:

Particulars	Limit as per LODR	As on 31/03/2024	As on 31/03/2025
Paid-up Capital	10	9.01	9.01
Net Worth	25	6.71	8.39

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is
critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance
long-term shareholder value and respect minority rights in all our business decisions.

Even though the provisions of Corporate Governance are not applicable to the Company, the Company in words and spirit follows the
most of the provisions of Corporate Governance.

26. Internal Control System and their Adequacy:

The Company has established an effective Internal Control System that aligns with the size and nature of our business. This system
specifically focuses on the purchase of inventory and fixed assets, as well as the sale of goods and services. To ensure the integrity and
independence of our internal control processes, we have defined the scope and authority of our Internal Audit function in the Internal
Audit Manual. This function reports directly to the Chairman of the Audit Committee and the Board, providing an additional layer of
oversight. The primary responsibility of our Internal Auditor is to monitor and evaluate the effectiveness and adequacy of our internal
control system. This includes assessing compliance with operating systems, accounting procedures, and policies within the Company.

27. Risk Assessment and Management:

A Business Risk Policy has been framed for creating a Risk Register, identifying internal and external risks and implementing risk mitigation
steps. The Policy has been formed with the intention to provide regular updates to the Board of Directors about various aspects of the
business risks to which the Company is or will be exposed.

All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a periodic
review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Company''s
âStrategy of Organisation'' and straddles its planning, execution and reporting processes and systems. Backed by strong internal control
systems, the current Risk Management Framework consists of the following key elements:

â¢ Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high
risk profiles.

â¢ The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit
Committee closely monitors the internal control environment within your Company including implementation of the action plans
emerging out of internal audit findings.

â¢ The Company has appointed Internal Auditors and Secretarial Auditors to comply with the various provisions and compliances
under applicable laws.

28. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has Policy on Prevention of Sexual Harassment at work place. The Company has not received any complaints pertaining
to sexual harassment during the financial year 2024-25. Ybur Directors state that the Company has complied with the provisions relating
to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

29. Maternity benefit Act, 1961:

The Company has complied with the provisions of the Materntiy Benefit Act, 1961, as applicable.

30. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and
notified by the Central Government.

31. Other Disclosures / Reporting:

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as no such shares were issued;

b) Issue of shares (including sweat equity shares) to employees of the Company as no such scheme was drawn;

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan
was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013);

d) Details relating to deposits covered under Chapter V of the Act;

e) Details of payment of remuneration or commission to Managing Director or Whole-time Director of the Company from any of its
subsidiaries as the Company does not have any Subsidiaries;

f) Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to
the Central Government, as there was no such frauds reported by the Auditors;

g) Reporting on Corporate Social Responsibility as the Company does not attract any of the criteria as mentioned in Section 135(1)
of the Act;

h) Details of Subsidiary/Associates/Joint Venture Company as the Company was not having any. Subsidiary/Associates/Joint Venture
Company; and

i) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions as there was no one time settlement was made with the Banks or Financial
Institutions.

32. Acknowledgments:

The Board of Directors extends its heartfelt appreciation to the entire team of dedicated employees and their families for their unwavering
commitment and valuable contributions to the Company''s operations throughout the year. The collective efforts, dedication, and hard
work of our employees have been instrumental in driving the Company''s growth and success.

Furthermore, the Directors wish to express their gratitude to our esteemed partners, Banks, Business Associates, and Financial
Institutions for their unwavering support and cooperation. Your collaborative efforts have been pivotal in our journey, and we look
forward to continued partnerships that foster mutual growth and success.

The synergy between our employees, stakeholders, and partners has played a significant role in shaping our achievements, and we
remain committed to fostering a culture of excellence and collaboration.

For and on behalf of Board of Directors of
RR MetalMakers India Limited,

Sd/-

Virat Shah

Chairman
(DIN: 0764118)

Date: August 12, 2025
Place: Mumbai

appointed with effect from April 30, 2024 and ceased on September 21, 2024. She was again appointed as member of Nomination and
Remuneration Committee with effect from April 18, 2025.

C. Share Transfer and Stakeholdersâ Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders''/
investors'' complaints, the Share Transfer and Stakeholders'' Relationship Committee (âSTSR Committeeâ) was constituted. The
role of the Committee is to consider and resolve security holders'' complaint and to attend all the investors'' request. The terms
of reference of the STSR Committee are in conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on
March 31,2025, the STSR Committee was comprised of Mr. Virat Shah (DIN: 00764118), Mr. Navin Mehta (DIN: 00764424), Mr.
Samir Patil (DIN: 09655195), where Mr. Virat Shah (DIN: 00764118) is a Chairman of the Committee.

Mar 31, 2024

Your Directors have pleasure in presenting the 29^th Annual Report of the Company and the Standalone Audited Financial Statement of the Company for the financial year ended March 31, 2024 together with the Auditor''s Reports thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31, 2024, are highlighted as under:

	(Amount in Rs. Lacs)
Particulars	March 31, 2024	March 31, 2023
Total Income	9,680.37	8,460.47
Less: Total Expenses excluding Depreciation	9,484.24	8,527.24
Profit/(Loss) before Depreciation, Exceptional Item and Tax	196.13	(66.77)
Less: Depreciation	34.34	42.26
Profit/ (Loss) before Tax and Exceptional Item	161.79	(109.23)
Less: Exceptional Item	--	--
Less: Tax Expenses	56.67	6.08
Profit/(Loss) after tax	105.12	(102.95)

2. Brief description of the Company''s working during the year / state of Company''s affairs and operational results:

During the current year, the Company''s income from operations increased to Rs. 9,638.93 Lakhs, experiencing an increase of 14.52% compared to Rs. 8,416.89 Lakhs achieved during the corresponding period in the previous year. In view of the increase in turnover, the Company has made profit after tax of Rs. 105.12 lacs against the loss after tax of Rs. 102.95 Lakhs in the previous year.

The Company faced challenges in the past year, primarily due to lower productivity because of delay in installing new machinery leading to reduced profitability. Despite these difficulties, the Directors remain optimistic about the Company''s prospects. They express their confidence in boosting sales within the manufacturing sector, which they believe will result in substantial profits in the future.

In view of the good business and cash flow, after the closure of financial year the Company has surrendered the channel finance facility of Rs. 7 Crore taken from Tata Capital Financial Services Limited which resulted in substantial reduction in loan.

With a positive outlook, strategic initiatives and aggressive approach of the Management, the Company has overcome the obstacles of the past year and could able to make profits. The Company is strive for a more successful and prosperous future.

3. 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:

The Hon''ble National Company Law Tribunal, Mumbai Bench, ("NCLT") vide its order dated April 22, 2024 ("Order"), has admitted the application filed by Jaldhi Overseas PTE Ltd under section 9 of the Insolvency and Bankruptcy Code, 2016, read with Rules and Regulations framed thereunder for an alleged amount of default of Rs. 4.32 Crore and accordingly the Corporate Insolvency Resolution Process ("CIRP") was commenced on RR Metalmakers India Limited ("Company") with effect from April 22, 2024 and appointed Interim Resolution Professional under the Code.

In this regard, the Company has filed an Appeal before the Hon''ble National Company Law Appellate Tribunal, Principal Bench, New Delhi ("NCLAT"). The Appeal was accepted by the NCLAT on April 24, 2024 ordering that no further steps shall be taken in the CIRP initiated against the Company (pursuant to order dated April 22, 2024 of the NCLT) till the next date.

The Company is committed to pursuing all requisite actions to ensure the preservation of its rights and interests. Our engagement with this matter is ongoing, and we are poised to proceed judiciously as guided by legal expertise. As guided, the Company has made above appeal.

However, the operation of the Company is ongoing without any interruption.

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

Except, as mentioned in the above point no. 3 above, no other material changes and comments happened affecting the financial position of the Company.

5. The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016:

Except, as mentioned in the above point no. 3 above, no other application was made and proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

6. Change in the nature of business, if any:

The Company is in the business of manufacturing and trading of Steel and Iron Ores and its products. There was no change in nature of business during the period under report.

7. Reserves:

The Board does not propose to carry any amounts to reserves. The profit after tax during the year was carried to Surplus/Deficit account.

8. Dividend:

In view of the fund requirement for growth and carried forward losses, your Directors regret their inability to recommend any dividend for the financial year 2023-24.

9. Rating:

The Company has taken Credit Rating from Care Ratings Limited. The Company has been assigned Care B ; STABLE for Long Term Bank Facilities & Care A4 for Company''s Short Term Bank Facilities.

10. Transfer of amounts to Investor Education and Protection Fund:

FDuring the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). But there is unclaimed amount lying in the Company towards Interim Dividend declared for the financial year 2017-18, which will be transferred to IEPF account if it remains unpaid or unclaimed for a period of seven years.

11. Share Capital:

The paid up Share Capital of the Company as on March 31, 2024 was Rs. 9,00,88,240/- consist of 90,08,824 Equity Shares of Rs. 10/- each.

The Shares of the Company are listed on BSE Limited under scrip code 531667 and having ISIN INE117K01013.

During the year under Report there was no change in capital structure and also there was no issue or allotment of shares or securities.

12. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 ("the Act") read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this Report. The link of the Annual Report is as follows: https:/ /www.rrmetalmakers.com/annual-return.asp

13. Auditors:a) Statutory Auditors:

At the 27^th Annual General Meeting held on September 30, 2022, M/s. M. A Chavan & Co., Chartered Accountants (Firm Registration No. 115164W) were appointed as the Statutory Auditors of the Company for 5 consecutive financial years i.e. till the Annual General Meeting to be held for the financial year 2026-27.

During the year there was no change in Auditors in the Company.

b) Secretarial Auditors:

As required under section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, in its meeting held on September 01, 2023 has appointed Mr. S Lakshminarayanan (Membership No. ACS: 6423 and C. P. No.: 2788), Practicing Company Secretary, as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial year 202324 and issue Secretarial Audit Report as required under the Act. Subsequently, the said Secretarial Auditors has tendered their resignation to act as Secretarial Auditors for the year 2023-24.

In order to fill the said vacancy in the office of Secretarial Auditor, the Board, on the recommendation of Audit Committee, has in its meeting held on June 04, 2024 appointed M/s. Hemanshu Kapadia & Associates (Membership No. FCS: 3477 and C.P. No.: 2285), Practicing Company Secretaries, as the

Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report as required under the Act.

c) Internal Auditors:

M/s. Vikram Shah and Co., Chartered Accountants, were appointed as Internal Auditors of the Company for the financial year 2023-24. In compliance with the provisions of Section 138 of the Act the Board, on the recommendation of the Audit Committee, has re-appointed the said firm as Internal Auditors of the Company for the financial year 2024-25 also.

14. Auditors Report:a) Statutory Audit Report:

The Auditors'' Report and annexure to the Auditors'' Report are self-explanatory and does not contain any qualifications, reservations, adverse remarks or disclaimers therefore, no explanations need to be provided for in this report. However, the Auditors in its report has drawn attention to "Emphasis of Matters", the same is given herein under alongwith explanation thereto:

Sr. No.	Content of Auditors'' Report	Management Reply
1	Debtors amounting to Rs. 7.58 lakhs are older for	The Company is pursuing to get all its old
	a period of more than 3 years on which	debtors to recover and is confident to
	impairment loss is not recognized by the	receive the maximum amount. In this
	management based on lifetime expected credit	financial year we have already started
	losses using provision matrix as per provisions of	receiving some amount. Hence,
	IND-AS 109 "Financial Instruments." The	impairment loss is not recognized by the
	management of the Company has filed recovery	management as per provisions of IND-AS
	suits against the said parties. Refer Note 4b -	109 "Financial Instruments."
	Trade Receivables of the financial statements.

b) Secretarial Audit Report:

The Secretarial Audit Report in form MR-3 issued by M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, for the financial year 2023-24, is appended as Annexure - 1 to the Board''s Report.

The Secretarial Audit Report for the financial year 2023-24 contains observation. Observation of Secretarial Auditors and Management reply for the same is given in below table:

Sr. No.

Observation

Management Reply

As per General Circular no. 14/2020 dated April 08, 2020 issued by the Ministry of Corporate Affairs, as per point no. 3(A)(XI) states that if the Annual General Meeting held through VC or OAVM than at leaset one Independent Director (where the Company is required to appoint one) and the Auditor or his authorized representative, who is qualified to be the Auditor shall attend the such meeting through VC or OAVM, but the Statutory Auditor or his authorised representative has not attended the 28^th AGM of the Company.

Due to technical issue the Statutory . Auditors of the Company was not able to attend the 28^th Annual General Meeting of the Company.

2	The Company had filed multiple eforms under the .Companies Act, 2013 during the Audit period. However in the majority of the eforms at the signing part resolution number was mentioned "XX" in place of actual resolution no. by which Board of Director authorised the authorised person to sign and submit the eforms.	It was done erroneously while filling the form. The Company has addressed this mistake while filing the forms in current year.
3	The Company has approved remuneration of Mr. Navin Mehta (DIN: 00764424) in the 26^th Annual General Meeting of the Company held on August 13, 2021 for a period of 5 year w.e.f. December 26, 2020 to December 25, 2025. However while taking the Shareholder approval details reqruieed to be declosed in the notice of the Annual General Meeting as per Schedule V of the Act was not disclosed. Hence the payment of remuneration during the peried from April 01, 2023 to December 25, 2023 was not in compliance of Schedule V of the Act.	The said disclosure was missed to be disclosed. Now the Company is disclosing the information in current year notice while taking approval for appointment of Managerial Personnel and payment of remuneration.
4	As per General Circular No. 20/2020 dated May 05, 2020 issued by the Ministry of Corporate Affairs, the Company can holds the Annual General Meeting through Video Conferencing (VC) or other Audio Visual Means (OAVM) subject to the fulfillment of the certain requirements. As per point no. A(IV) of the said circular "Before sending the notices and copies of the financial statements etc., a public notice by way of advertisement be published containing the information as mentioned in the circular under point no. A(IV) (a) to (g) at least once in a vernacular newspaper in the principal vernacular language and at least once in English language in an English newspaper, but the Company has not published a public notice as per said Circular for the 28^th AGM.	It was skipped to be published due to oversight. The Company will be fully complied in future in this regard.
5	As per BSE Circular No. LIST/COMP/O5/2019-20 dated April 11, 2019 read with applicability criteria prescribed under the SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, the Company was required to submit Annual Disclosure for non applicability of Large Corporate criteria within 45 days from the end of the Financial Year. During the audit period the Company has not submitted the said Annual Disclosure for the financial ended March 31, 2023.	The same was not submitted as in the previous year the Company has filed ''initial disclosure of non-applicability of large disclosure hence, the Company was of the view that since initial disclosure was not applicable, continual disclosure is not required to be given. The said requirement was brought to the notice of the Company in current year hence, the Company has submitted the said disclosure for FY 2023-24 in time.
6	As per Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, the Company has to submit to the Stock Exchange Certificate received from Registrar and Share Transfer Agent	The Company tried to submit Certificate received from Registrar and Share Transfer Agent on last date but due to some technical problem the Company

within 15 days from the end of the each quarter.

_However, the Company has submitted the said certificate for the quarter ended December 31, 2023 to BSE Limited on January 16, 2024 i.e. with a delay of one day.

was not successful. However, the Company have submitted the same on next day with the delay of one day.

As per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has to submit certain information in the prescribed time as given in the said Regulation. However, the Company has submitted the following information/documents to the Stock Exchange but the same was submitted beyond the prescribed time as per the said Regulation:

(i) Proceedings of the 28^th Annual General Meeting held on September 29, 2023 was submitted after 12 hours from conclusion of said meeting.

(ii) Newspaper Advertisement cutting of unaudited financial results for the quarter ended on June 30, 2023 was filed after 24 hours from its publication.

(iii) Public Notice published in the News Paper for 28^th Annual General Meeting of the Company was filed after 24 hours from its publication.

(iv) PDF of Quarterly financial results for the quarter ended on September 30, 2023 was filed with the delay of 8 minutes.

(v) Letter send to Shareholders (holding shares in physical mode) to furnish PAN, KYC and Nomination details on May 19, 2023 was filed after 24 hours from the date of dispatch to shareholders.

(vi) Intimation for Alteration in the object clause of Memorandum of Association was filed after 24 hours after approval was received for amendment.

Company has complied and disclosed all the information as required under regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in time to Stock Exchange. However in certain cases, as observed by the Secretarial Auditors, the Company has not submitted the information in the prescribed time due to some unavoidable situations but the same was submitted by the Company to Stock Exchange after the due time. The Company is implementing system for timely disclosure in future.

As per para 1.2.5 of the Secretarial Standard - 2 and Regulation 36(3) of the SEBI (LODR) Regulations, 2015, Notice of Annual General Meeting should containts the specified details about the Director appointment or re-appointment. However, the Company has disclosed about the information for re-appointment of Mr. Virat Shah, who was retire by rotation and being eligible offer himself for reappointment at the 28^th Annual General Meeting but all the details are not covered as required under Secretarial Standard - 2 and Regulation 36(3) of the SEBI (LODR) Regulations,

The Company has disclosed the information as required under Secretarial Standard - 2 and Regulation 36(3) of the SEBI (LODR) Regulations, " 2015 for re-appointment of Mr. Virat Shah but few details are skipped to be disclosed in the notice of AGM but same were disclosed in other parts of the annual report. The Company will be disclosing all the information as part of the notice of General Meeting in future.

r	2015 i.e . Committee Membership, Last _Remuneration drawn, Remuneration to be drawn after appointment, terms and conditions of appointment, relationship with the Directors, Managers or other KMP, Number of Meeting of Board attend during the Year.
9	Constitution of the Audit Committee was provided in the Board Report of the Company for FY 2022-23 as Mr. Alok Shah as the Chairman and Mr. Jas Ganatra and Mr. Samir Patil as Members. Whereas, in the Corporate Governance Report constituition of Audit Committee was provided as Mr. Samir Patil as the Chairman and Mr. Alok Shah and Mr. Jas Ganatra as Members.	The Company has mistakenly disclosed Mr. Alok Shah as the Chairman and Mr. Samir Patil as the Member of the Audit Committee in the Board Report but the Corporate Governance Report correctly disclosed the constitution of Audit Committee wherein Mr. Samir Patil was mentioned as Chairman and Mr. Alok Shah as Member.
10	As per Rule 8 of the Companies (Accounts) Rules, 2014, the Board Report of the Company shall contain the information and details about Energy Conservation, Technology Absorption amd Foreign Exchange Earnings And Outgo. The Company has provide the details in the Board Report for the year 2022-23 but did not cover all the information and details as required under the said Rules.	The Company has disclosed the details about Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo in the Board Report, but the same was not given point wise as provided in Rule but there was no material information was skipped to be disclosed. The Company will be disclosing all the information as required the Rule in the Board Report for the year 2023-24.
11	In the annual report for the year 2022-23 designation of Mr. Navin Mehta, whereever he has signed, was mentioned as Director, but he is holding the position of Whole-time Director of the Company.	Mr. Navin Mehta signed the Annual Report of the Company in the capacity of Whole-time Director of the Company but erroneously his designation was mentioned as Director while preparing the annual report to be sent to the shareholders.
12	The Board''s Report for the year 2022-23 prepared by the Company for the year 2022-23 contains disclosures as per Section 134 of the Companies Act and relevant Rules made under the Act. However, the Company has not cover the below mentioned points in the said Board''s Report:	The Company has prepared the Board Report as per section 134 of the Companies Act and relevant Rules. However, below is the point wise reply ''to the observations, giving reasons for non-disclosure:
	a. Change in the nature of business, if any;	(a) As there was no change in the nature of business of the Company.
	b. Details of Subsidiary/Joint Ventures/Associate Companies;	(b) As the Company was not having Subsidiary/Joint Ventures/ Associate Companies.
	c. Compliance of Secretarial Standards;	(c) Due to oversight it was skipped to be disclosed.
	d. Issue of equity shares with differential rights as to dividend, voting or otherwise;	(d) As the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

	e. Issue of shares (including sweat equity shares) to employees of the C ompany_;	(e) As there was no issue of shares (including sweat equity shares) to employees of the Company.

	f. Voting rights which are not directly exercised _c by the employees in respect of shares for the subscription/purchase of which loan was '' given by the Company;	(f) The Company has not given any loan to employees for purchase or subscription of shares of the Company.
	g. Details of payment of remuneration or commission to Managing Director or Wholetime Director of the Company from any of its ^subsidiaries;	(g) It was no disclosed as the Company did not has any subsidiary Company during the reporting period.
	h. As per section 178(4) Nomination and Remuneration Committee policy shall be placed on the website of the Company, if any, and the salient features of the policy and changes therein, if any, along with the web address of the Company at which said policy was uploaded shall be disclosed in the Board''s report. The Company has placed the Nomination and Remuneration Committee policy on the website of the Company but the web address of the policy was not disclosed in the Board''s report	(h) The Company has provided salient feature of its nomination and remuneration policy in the Board Report but skipped to provide the weblink of Nomination and Remuneration Policy in Board Report even though the said Policy was placed on the website of the Company.
	i. As per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, the Company shall disclose in the Board''s Report, the ratio of the remuneration of each Director to the median employee''s remuneration and such other details, but the Company has not disclosed the details as required under Companies Act, 2013.	(i) Due to oversight it was skipped to be disclosed.
	j. As per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company shall include a statement showing the names of the top ten employees in terms of remuneration drawn in the Board''s Report but the same was not disclosed;	(j) The reason for non-disclosure was given on page 22 in the Board Report for the year 22-23 in point "Disclosure '' relating to remuneration of Directors, ''Key Managerial Personnel and particulars of employees"
	k. As per Rule 8 of Companies (Accounts) Rules, 2014, the Company shall disclose that whether the Company has maintained the Cost Record as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 or not. The Company has disclosed about applicability of Cost Audit in the Board Report but not disclosed about	(k) Due to oversight instead of commenting on "Cost Record", comment on "Cost Audit" was made. A
		A

l. As per Regulation 34(2)(e) read with schedule V clause B of Securities and Exchange Board of

(l) The Company has provided the Management Discussion and Analysis Report which was a part of Board''s Report. However, certain points required by law were skipped to be included in the said report. The Company will ensure that future Reports under said Regulation cover all the information required.

India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company should provide Management Discussion and Analysis Report as a part of Director''s Report and includes the points which is mentioned in Schedule V. The Company has provided the said Report as part of the Board''s Report but the said Report did not covered the following points in the said Report:

i. Segment-wise or product-wise performance;

ii. Discussion on financial performance with respect to operational performance;

iii. Material developments in human resources / industrial relations front, including number of people employed;

iv. Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor; and

15. Cost Records:

As the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 was applicable on the Company; the Company was required to maintain Cost records. Accordingly, the Company has maintained the cost record.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:A. Conservation of energy:

i. The steps taken or impact on conservation of energy: Our Company has always considered energy and natural resource conservation as a focus area and has been constantly making efforts towards its conservation. The Company has manufacturing operations at Gujarat and uses electricity as main source for operation. The Company, on continuous basis, has taken several sustainable steps voluntarily to contribute towards better environment. Select few steps are listed below:

a) Monitoring the Electricity Expenses on monthly basis,

b) Regular maintenance of machinery and electric equipment,

c) Use of energy efficient electric equipment, and

d) Educating employees and workers for energy conservation.

â ii. The steps taken by the Company for utilizing alternate sources of energy: The Company is using electricity as main source of its energy requirement for its manufacturing activities. The Company ^{u u} uses the generator in case of electricity failure to run the manufacturing activity. The Company is

iii. The capital investment on energy conservation equipment: The Company has not made any _capital investment on energy conservation equipment.

B. Technology absorption:

i. The efforts made towards technology absorption: Our Company has continued its endeavor to absorb advanced technologies for its product range to meet the requirements of a competitive market. Further, the Company is taking efforts to further improve quality of the products. The Company strives to achieve innovations in its operations by installing new and advanced machineries.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Due to setting-up new and advance machineries our profitability has increased.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company during the last three financial years.

iv. The expenditure incurred on Research and Development: NilC. Foreign exchange earnings and Outgo:

There were no foreign exchange earnings or outgo during the year.

17. Particulars of contracts or arrangements with related parties:

All related party transactions conducted by the Company during the financial year have been executed on an arm''s length basis and at prevailing market prices. We have maintained strict adherence to the principles of fairness and transparency in these transactions. It is important to note that apart from the transactions with RKB Global Ltd there have been no materially significant related party transactions with our Directors, Key Managerial Personnel or other designated individuals that could potentially create conflicts of interest with the overall interests of the Company.

Our commitment to corporate governance and ethical business practices has ensured that all related party transactions are conducted in a manner that upholds the best interests of the Company. We have implemented robust processes and procedures to identify, assess and monitor any potential conflicts of interest that may arise from related party transactions. The Board and management continuously strive to maintain the highest level of transparency, integrity and accountability in all our dealings, including related party transactions. This commitment not only fosters trust and confidence among our stakeholders but also strengthens our corporate reputation.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Act including material transactions entered at arms'' length basis and in ordinary course of business, as provided under third proviso to Section 188(1), in prescribed Form No. AOC -2 is appended as Annexure - 2 to the Board''s Report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed Â° in the Note No. 27 of the Financial Statement.

18. Particulars of Loans, Guarantees or Investments under section 186:

During the year under report the Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnership or any other parties. Further, the Company does not have any investment falling within the preview of Section 186 of the Act.

19. Directors and Key Managerial Personnel:a) Directors and Key Managerial Personnel and changes therein:

As on the date of this Report, your Company has 6 (Six) Directors consisting of 2 (Two) Independent Directors and 2 (Two) Executive Directors, including a Woman Director, and 2 (Two) Non-Independent Non-executive Directors (Promoters).

In accordance with the provisions of Section 152 of the Act read with the applicable Rules thereto and Articles of Association of the Company, Mr. Alok Shah (DIN: 00764237) retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board recommends to the Members his re-appointment as Director of the Company.

Following changes in the Directors and Key Managerial Personnel ("KMP") had taken place during the financial year under Report:

a) At the 28^th AGM Mr. Virat Sevantilal Shah (DIN: 00764118) was liable to retire by rotation pursuant to Section 152 of the Act and, being eligible, offered himself for re-appointment, was re-appointed at the said AGM;

b) Ms. Sweety Ghodake (PAN: BIFPG2677B) has resigned as Chief Financial Officer (CFO) and KMP of the Company w.e.f. October 30, 2023;

c) The Board of Directors, on the recommendation of the Audit Committee and Nomination and Remuneration Committee, in its meeting held on November 09, 2023 has appointed Mr. Dhiren Shah (PAN: BCGPS3926Q) as CFO and designated as KMP of the Company with immediate effect;

d) Mr. Jas Kirit Ganatra (DIN: 09655201), who was an Independent Director of the Company, had resigned from the Company w.e.f. February 26, 2024 due to personal and unavoidable reason.

e) Ms. Tanvi Bobhate (Membership No.: A43181), Whole-time Company Secretary and Compliance Officer of the Company and designated as KMP, has tendered her resignation from the Company w.e.f. March 05, 2024.

After the closure of financial year, the Board has made following appointment:

a) On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on April 30, 2024 has appointed Ms. Leena Nishad Jail (DIN: 10540470) as an Additional Independent Director for a period of five years w.e.f. April 30, 2024 till April 29, 2029, subject to approval of the Members; and

b) On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on June 04, 2024 have appointed Ms. Harshika Kothari (Membership No.: A61964) as

â Company Secretary and Compliance Officer designated as KMP of the Company w.e.f. June 04, 2024.

Mr. Navin Madhavji Mehta (DIN: 00764424) was re-appointed as the Whole-time Director of the Company for a period of five years w.e.f. December 26, 2020 i.e. till December 25, 2025. Further, his remuneration was also approved for a period of five years. Since the Company was paying him remuneration under clause (A) of Section II of Part II of Schedule V of the Act, the approval of the Members for payment of remuneration can be a period not exceeding three years. Hence, the approval of the Members given in 26^th Annual General Meeting for payment of remuneration was valid till December 25, 2023.

Therefore, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on November 09, 2023 has reviewed the terms and conditions of his reappointment as Whole-time Director and approved payment of remuneration to him for a period from December 26, 2023 till his remaining tenure and also him to continue to act as Whole-time Director after the age of 70 years. The said approval of the Board is subject to the approval of the Members at the ensuing Annual General Meeting.

The Company has received notice u/s 160 of the Companies Act, 2013 from a Member proposing candidature of Ms. Leena Nishad Jail (DIN: 10540470) as Independent Director of the Company to be placed in the 29^th AGM. The Board recommend her appointment as Independent Director of the Company to the Members.

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available on our website at

http://www.rrmetalmakers.com/files/TERMS AND CONDITIONS OF APPOINTMENT OF INDEP ENDENT DIRECTORS.pdf

Based on declaration provided by Directors, none of them are disqualified from being appointed as Directors under section 164 of the companies Act, 2013.

As on March 31, 2024 following were the Directors and KMP in the Company:

1. Mr. Virat Shah (DIN: 00764118), Chairman & Non- Executive Director

2. Mr. Navin Mehta (DIN: 00764424), Whole-Time Director & KMP

3. Ms. Reena Parmar (DIN: 09411621), Whole-Time Director

4. Mr. Alok Shah (DIN: 00764237), Non- Executive Director

5. Mr. Samir Patil (DIN: 09655195), Independent Director

6. Mr. Dhiren Shah (PAN: BCGPS3926Q), Chief Financial Officer & KMP

Brief resume of the Directors proposed to be re-appointed at the 29^th AGM, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 have been given in the Notice convening the 29^th AGM.

Mr. Virat Shah (DIN: 00764118) and Mr. Alok Shah (DIN: 00764237), Directors of the Company, are related to each other (inter-se).

b) Board Evaluation:

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and then evaluation was carried out.

eovisions of Section 178 of the Companies Act, 2013 and terms of reference of

muneration Committee, the Committee in its meeting held on November 01, 2023 rformance of the Board, its Committee and all the Directors, excluding Independent ? carried by Independent Directors and performance evaluation of Independent carried by the Board of Directors once in year. In accordance with the criteria suggested by Lhc Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors in its meeting held on November 09, 2023 (wherein the Director getting evaluated was absent) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Directors were reputed person and brought their rich experience to the deliberations of the Board and suggesting new system and process to improve performance of the Company.

The performance of all the Non-Independent Directors was evaluated by the Independent Directors at their separate meeting held on November 09, 2023. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders, etc. Independent Directors were of the unanimous view that all the Non-independent Directors were having good business and leadership skills. The Independent Directors also reviewed and discussed the performance of the Board as whole and flow of information from Management to the Directors. They were satisfied with the performance of the Board as a whole. Further, they have also evaluated the performance of the Chairman of the Company on various aspects such as Meeting dynamics, Leadership (business and people), Governance and Communication, etc. and expressed their satisfaction over the same.

c) Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, there has been no change in the circumstances affecting their status as Independent Directors of the Company and that they are not disqualified to become Independent Directors under the Act. In the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act and that they are independent of the Management.

20. Number of meetings of the Board of Directors:

The Board of Directors met Six (6) times during the financial year 2023-24. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance of Directors are given in table below:

Name of the Director	29.05.23	11.08.23	01.09.23	09.11.23	05.02.24	08.03.24
Mr. Virat Shah	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Alok Shah	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Navin Mehta	Yes	Yes	Yes	Yes	Yes	Yes
Ms. Reena Parmar	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Samir Patil	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Jas Kirit Ganatra	Yes	Yes	Yes	Yes	Yes	NA _{n o}

21. Details of Committees of the Board:

FCurrently the Board has 3 Committees: the Audit Committee, Nomination & Remuneration Committee and Share Transfer and Stakeholders'' Relationship Committee. The Composition of various Committees and other details are as follows:

A. Audit Committee:

The Company has an Audit Committee as required under section 177 of the Companies Act, 2013. As on March 31, 2024, the Audit Committee comprised of One Independent Director and One NonIndependent Director namely, Mr. Samir Patil (DIN: 09655195) and Mr. Alok Shah (DIN: 00764237), where Mr. Samir Patil (DIN: 09655195) acted as the Chairman of the Committee. Mr. Jas Kirit Ganatra (DIN: 09655201), Independent Director, was also Member of the Committee. As he resigned as Director of the Company w.e.f. February 26, 2024, he also ceases to be Member of the Audit Committee. Further, Company Secretary and Compliance Officer of the Company, was acting as Secretary of the Committee.

After the closure of financial year Ms. Leena Nishad Jail (DIN: 10540470) was appointed as Additional Independent Director of the Company w.e.f. April 30, 2024 and inducted as Member of the Audit Committee in order to have proper composition of the Audit Committee.

All the Members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

Name of Committee Members	29.05.23	11.08.23	01.09.23	09.11.23	05.02.24
Mr. Samir Patil	''Yes	Yes	Yes	Yes	Yes
Mr. Alok Shah	Yes	Yes	Yes	Yes	Yes
Mr. Jas Kirit Ganatra*	âYes	Yes	Yes	Yes	Yes
Ceased w.e.f. February 26, 2024.

Details of establishment of Vigil mechanism cum Whistle Blower policy for Directors and employees:

The Company, pursuant to Section 177(9) of the Companies Act, 2013, has established Vigil Mechanism cum Whistle Blower Policy for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization. Further, in appropriate and exceptional cases, there is direct access to approach Mr. Samir Patil (DIN: 09655195), the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company''s website at the link: https://www.rrmetalmakers.com/files/Vigil mechansim.pdf

B. Nomination & Remuneration Committee:

The Company has Nomination & Remuneration Committee as required under section 178 of the Companies Act, 2013. As on March 31, 2024, the Nomination and Remuneration Committee was comprised of One Independent Director and One Non-Independent Director namely, Mr. Alok Shah

(DIN: 00764237) and Mr. Samir Patil (DIN: 09655195), where Mr. Alok Shah (DIN: 00764237) acted as the Chairman of the Committee. Mr. Jas Kirit Ganatra (DIN: 09655201), Independent Director, was also Member of the Committee. As he resigned as Director of the Company w.e.f. February 26, 2024, he also ceases to be Member of the Committee. Further, Company Secretary and Compliance Officer of the Company, was acting as Secretary of the Committee.

After the closure of financial year Ms. Leena Nishad Jail (DIN: 10540470) was appointed as Additional Independent Director of the Company w.e.f. April 30, 2024 and inducted as Member of the Nomination and Remuneration Committee in order to have proper composition of the Committee.

The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination & Remuneration Committee to the Board. Your Company has devised the Nomination and Remuneration Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. A copy of the policy is appended as Annexure - 3 to the Board''s Report. The Nomination and Remuneration Policy may be accessed on the Company''s website at the link: https://www.rrmetalmakers.com/Reports/Nomination and Remuneration Policy.pdf

The Details of remuneration paid to the Directors are given in form MGT-7 and also in annexures to the Board''s Report.

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

Name of the Director	22.08.23	01.11.23
Mr. Alok Shah	Yes	Yes
Mr. Samir Patil	Yes	Yes
Mr. Jas Kirit Ganatra	Yes	Yes

C. Share Transfer and Stakeholders'' Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders''/investors'' complaints, the Share Transfer and Stakeholders'' Relationship Committee ("STSR Committee") was constituted. The role of the Committee is to consider and resolve security holders'' complaint and to attend all the investors'' request. The terms of reference of the STSR Committee are in conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on March 31, 2024, the STSR Committee was comprised of Mr. Virat Shah (DIN: 00764118), Mr. Navin Mehta (DIN: 00764424), Mr. Samir Patil (DIN: 09655195), where Mr. Virat Shah (DIN: 00764118) acted as the Chairman of the Committee. Mr. Jas Kirit Ganatra (DIN: 09655201), Independent Director, was also Member of the Committee. As he resigned as Director of the Company w.e.f. February 26, 2024, he also ceases to be Member of the Committee

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

Name of the Director	03.06.23	30.06.23	07.07.23	16.08.23	10.10.23
Mr. Virat Shah	Yes	. Yes	, Yes	âYes	âYes
Mr. Navin Mehta	Yes	Yes	Yes	Yes	Yes
Mr. Samir Patil	Yes	Yes	Yes	Yes	Yes	i
Mr. Samir Patil	Yes	Yes	Yes	Yes	y es	Â¦Â¦
Mr. Jas Kirit Ganatra	Yes	Yes	Yes	Yes	Yes

22. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is appended as Annexure - 4 of the Board''s Report.

23. Directors'' Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors subscribe to the Directors'' Responsibility Statement and state that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2024 and of the profit of the Company for that period;

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

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2024; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2024.

24. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Board''s Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2023-24, is appended as Annexure - 5 to the Board''s Report.

The Company has appointed contract labour and reduced employed workers on pay roll in the factory. The number of employees in the Company as on March 31, 2024 was 4. The names of all the employees of the Company in terms of remuneration drawn for the financial year 2023-24, as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - 6 to the Board''s Report.

There were no employees in the Company employed in India or Outside India receiving remuneration more than Rs.1,02,00,000/- (Rupees One core Two Lac only) Per annum or Rs.8,50,000/- (Rupees Eight Lac Fifty Thousand only) Per month.

25. Report on Corporate Governance:

In adherence to the regulatory framework and as part of our commitment to transparent business practices, we present the following disclosure on Corporate Governance for the year ending March 31, 2024.

Exemption from Detailed Reporting: Pursuant to the stipulations laid down in Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, we wish to inform our stakeholders that the Company qualifies for an exemption from providing a comprehensive Corporate Governance Report. This exemption is attributed to two key factors:

(Amount in Rs. Crore)
Particulars	Limit as per LODR	As on 31/03/2023	As on 31/03/2024
Paid-up Capital	10	9.01	9.01
Net Worth	25	5.67	6.71

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions.

Even though the provisions of Corporate Governance are not applicable to the Company, the Company in words and spirit follows the most of the provisions of Corporate Governance.

26. Internal Control System and their Adequacy:

The Company has established an effective Internal Control System that aligns with the size and nature of our business. This system specifically focuses on the purchase of inventory and fixed assets, as well as the sale of goods and services. To ensure the integrity and independence of our internal control processes, we have defined the scope and authority of our Internal Audit function in the Internal Audit Manual. This function reports directly to the Chairman of the Audit Committee and the Board, providing an additional layer of oversight. The primary responsibility of our Internal Auditor is to monitor and evaluate the effectiveness and adequacy of our internal control system. This includes assessing compliance with operating systems, accounting procedures, and policies within the Company.

27. Risk Assessment and Management:

A Business Risk Policy has been framed for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Policy has been formed with the intension to provide regular updates to the Board of Directors about various aspects of the business risks to which the company is or will be exposed.

All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a periodic review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Company''s ''Strategy of Organisation'' and straddles its planning, execution and reporting processes and systems. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

â¢ Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

â¢ The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

â¢ The Company has appointed Internal Auditors and Secretarial Auditors to comply with the various provisions and compliances under applicable laws.

28. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and

hRedressal) Act, 2013:

The Company has Policy on Prevention of Sexual Harassment at work place. The Company has not received any complaints pertaining to sexual harassment during the financial year 2023-24. Your Directors state that Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government, except, as mentioned in point no. 14(b) above.

30. Other Disclosures / Reporting:

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as no such shares were issued;

b) Issue of shares (including sweat equity shares) to employees of the Company as no such scheme was drawn;

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013);

d) Details relating to deposits covered under Chapter V of the Act;

e) Details of payment of remuneration or commission to Managing Director or Whole-time Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries;

f) Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government, as there was no such frauds reported by the Auditors;

g) Reporting on Corporate Social Responsibility as the Company does not attract any of the criteria as mentioned in Section 135(1) of the Act;

h) Details of Subsidiary/Associates/Joint Venture Company as the Company was not having any.

Subsidiary/Associates/Joint Venture Company; and

i) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions as there was no one time settlement was made with the Banks or Financial Institutions.

31. Acknowledgments:

The Board of Directors extends its heartfelt appreciation to the entire team of dedicated employees and their families for their unwavering commitment and valuable contributions to the Company''s operations throughout the year. The collective efforts, dedication, and hard work of our employees have been Â° instrumental in driving the Company''s growth and success.

Furthermore, the Directors wish to express their gratitude to our esteemed partners, Banks, Business Associates, and Financial Institutions for their unwavering support and cooperation. Your collaborative efforts have been pivotal in our journey, and we look forward to continued partnerships that foster mutual growth and success.

The synergy between our employees, stakeholders, and partners has played a significant role in shaping our achievements, and we remain committed to fostering a culture of excellence and collaboration.

Mar 31, 2019

Dear Members,

The Directorâs have pleasure in presenting their Twenty - Fourth Annual Report and Audited Annual Accounts of the Company for the year ended on 31^st March, 2019.

FINANCIAL RESULTS: (Figures in Rs. Lakhs)

	For the year	Previous Year
	2018-2019	2017-2018
Total Income	12809.66	8632.04
Profit / (Loss) before Depreciation & Tax	121.30	286.65
Less: Depreciation	11.09	12.44
Profit / (Loss) before tax	110.21	274.21
Tax Expenses / (Savings)	26.67	55.91
Profit / (Loss) after tax	83.54	218.30

REVIEW OF OPERATIONS

The Company has recorded income from operations of Rs. 12802.43 Lakhs in current year as compared to Rs. 8626.62 Lakhs achieved during the corresponding period representing a growth of 67.38 % over the previous year. After offsetting the expenses, the Company has achieved Net Profit (after tax) of Rs. 83.54 Lakhs during the year as against Profit after tax of Rs. 218.30 Lakhs earned in the previous year.

The year under review was tough due to lower margins, which contributed to lower profitability. However, it is of comfort to note that ultimately the bottom line was positive.

In order to meet the gap in working capital requirements, your Company converted warrants, issued to the promoters, into equity shares on preferential basis, pursuant to which 8,10,000 warrants of Rs. 10/- each where converted into 8,10,000 equity shares of Rs. 10/- each respectively. The paid-up equity share capital of the company was increased by Rs. 81,00,000 and consequently, the paid-up equity share capital of the company stands at Rs. 6,98,50,000.

The directors are confident that the company will be able to achieve higher sales and profitability in the times to come, as investments are made in the new businesses and various plans for expansion are gradually getting crystallized.

DIVIDEND

Considering the need to conserve resources for future expansion and growth and also lower profits for the year under review, no dividend is recommended by the Board.

DIRECTORS

During the year, Mr. Jitendra Shah was appointed as Independent Director w.e.f 12^th April, 2018 and further was resigned w.e.f 25^th June, 2018.

Subsequent to the year end, Mrs. Kalpana Kulkarni was re-designated as the Executive Director and was appointed as the CFO of the Company w.e.f 1^st April, 2019.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Act and the Listing Regulations. Based on Disclosures provided by Directors, none of them are disqualified from being appointed as Directors under section 164 of the companies Act, 2013.

Mr. Navin Madhavji Mehta retires by rotation and being eligible offers himself for reappointment. The directors recommend his re-appointment.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination & Remuneration Policy

The Board has constituted a Nomination and Remuneration Committee and has framed policy for selection and appointment of Directors, Senior Management and there remuneration. The Nomination & remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year under review, fourteen (1 4) Board Meetings were convened and held i.e.12.04.2018, 15.05.2018, 28.05.2018, 11.06.2018, 25.06.2018, 25.07.2018, 14.08.2018, 26.10.2018, 12.11.2018, 24.11.2018, 15.01.2019, 11.02.2019, 21.02.2019, 22.03.2019. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134(5) of the Companies Act, 1956, the Directors would like to state that:

1. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

2. They had selected such accounting standards, policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

3. They had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts are prepared on a going concern basis.

5. They 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. They had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee employed who was in receipt of remuneration in excess of the limits prescribed under section 197 read with Schedule V of the Companies Act, 2013.

Since there were only 5 employees during the year under review, the particulars required to be disclosed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 cannot be meaningfully given. The remuneration paid to the Key Managerial Personnel and the Whole Time Director is disclosed in the Corporate Governance Report annexed herewith.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Your Company has not carried out any manufacturing activities during the year. Hence no separate details of the energy consumption and conservation is provided in the report. However the company has taken all possible steps for conservation of the energy in the company.

The company has not adopted any foreign technology during the year.

The details of the foreign exchange is provided in the notes to the accounts forming part of the Balance sheet.

AUDITORS

M/s M.A Chavan and Co., Chartered Accountants, statutory auditors of the Company were appointed by the members at 22^nd Annual General Meeting of the members to hold office for a period of 5 years i.e. until the conclusion of 27^th Annual General Meeting. They have confirmed that their appointment is within the limits provided under Section 139 of the Companies Act, 2013 and they are otherwise eligible to continue as the Statutory Auditors.

AUDITORâS REPORT

The observations made by the auditors in their report are self explanatory when read with the notes to accounts and need no further elaboration.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed Mrs. Shailashri Bhaskar, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report furnished by her is annexed herewith as âAnnexure Iâ

OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT

The Secretarial Auditor have observed in their report that the Company did not have a Chief Financial Officer (CFO) as required under Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review, though the position has been filled up subsequent to the end of the year under review.

It is stated that though the company had made its best efforts to appoint a CFO, it could not succeed to do so in the year under review. CFO has however been appointed immediately after the end of the year under review.

FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013, except to its wholly owned subsidiary namely, RR Lifecare Pvt. Ltd.

The details of the investments made by the company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System, commensurate with the size and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

In order to further strengthen the operations of the company and also to address the requirements of internal controls, the company has installed integrated ERP system. The system has been fully implemented.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on armâs length basis and were at prevailing market price. There are no materially significant related party transactions made by the company with Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Details of Related Party Transactions are annexed vide Form No. AOC 2

DIVERSIFICATION:

The company is diversifying its activity which is being implemented through a wholly owned subsidiary, namely RR Lifecare Private Limited, which is in course to set up a project for manufacturing pharmaceutical formulations. This will be a greenfield manufacturing facility in Wada, a northern suburb of Mumbai. The Company will be manufacturing dental cartridge, prefilled syringe, vial, ampule & eye drops. The manufacturing facility will be of international standard and fully compliant with U.S. FDA rules.

MATERIAL CHANGES AND COMMITMENTS

Subsequent to year end, the Company has acquired the business of a partnership firm namely M/s. Alaknanda Tubes, thereby entering into manufacturing activity, having its factory located at Survey. No. 36, Nr. Navavas Village, Dehgam -Dhansura Road, Tal: Talod, Dist.: Sabarkantha and which is in the production of ERW Pipes, with all its assets and liabilities, on a slump sale basis and as a going concern.

SUBSIDIARY COMPANY

The Wholly Owned Subsidiary, RR Lifecare Pvt. Ltd. is setting up a project for manufacturing pharmaceuticals formulations at Wada, District - Palghar. The project is expected to go on stream shortly.

With investment in the new line of business, your Company is expecting to earn higher profits which in turn will help in expansion of the business and higher returns to the investors.

UTILISATION OF FUNDS RAISED ON CONVERSION OF WARRANTS ISSUED THROUGH PREFERENTIAL ALLOTMENT

During the year under review, your Company has received Rs. 60,75,000 (75% of the issue price) from the warrant holders namely, Mr. Virat Shah and Mr. Alok Shah, for issue and allotment of 8,10,000 Equity Shares on conversion of warrants issued on preferential basis with the approval of shareholders through postal ballot exercise, result of which was declared on 26^th December, 2016.

The funds raised by the said conversion has contributed to shore up the financial position of the Company and were utilised to reduce the existing debt, for financing the expansion plans and also to meet the working capital requirements of the Company.

STATEMENT OF DEVIATION OR VARIATION

The Company has received Rs. 60,75,000 (75% of the issue price) as aforesaid on conversion of warrants issued on preferential basis with the approval of shareholders.

Accordingly, on the basis of the statement received by the Company from the Statutory Auditors and pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors hereby submit that:

i) there is no deviation in the use of the proceeds / funds from the objects stated in the explanatory statement of the notice of the Postal Ballot Meeting dated 1 5^th November, 2016

ii) there has been no variation between projected utilization of funds, made by the Company as stated in the Explanatory statement of notice dated 15^th November, 2016 of the Postal Ballot Meeting, and the actual utilization of funds.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading 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 Companyâs 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.

All Board Directors and the designated employees have confirmed compliance with the Code.

RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013, the company has adopted a Risk Management Policy. The details of the policy and its terms of reference are set out in the corporate governance report forming part of the Boardâs report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE COMPLIANCE POLICY

Pursuant to section 134(5)(f) of the Companies Act, 2013, the Company has constituted Corporate Compliance Policy, to ensure compliance with the provisions of all applicable laws and to report that such systems were adequate and operating effectively.

ANTI - SEXUAL HARRASMENT POLICY

The Company has in place an Anti Sexual harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. However, the Company does not have more than ten employees and as such, has not constituted Internal Complaints Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Schedule V of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Management Discussion and Analysis Report, which form an integral part of this Report, is set out as a separate Annexure.

CORPORATE GOVERNANCE

The requirement to report on Corporate Governance is applicable to Companies having paid up capital of Rs. 10 crores. Since the paid up capital of the company is only Rs. 6,98,50,000 there is no requirement to report on Corporate Governance as per Reg. 15(2) of SEBI (Listing Obligations and Disclosure Requirements), 2015.

However, Corporate Governance Report is attached as a separate annexure dealing with various governance aspects which are emanating from the provisions of the Companies Act, 2013.

APPRECIATION

Your Directors take the opportunity to thank all staff members for their Co-operation and contribution to the Companyâs operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

For and on behalf of Board of Directors

RR Metalmakers India Limited

Virat Shah

Chairman

Place: Mumbai

Dated: 31^st May, 2019

Mar 31, 2015

Dear Members,

The Director's have pleasure in presenting their Twentieth Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March, 2015.

FINANCIAL RESULTS:

(figures in Rs. Lacs)

For the year Previous Year 2014-2015 2013-2014

Total Income 5517.08 8366.75

Profit before Depreciation & Tax (289.74) 31.03

Less: Depreciation 11.10 6

Profit / (Loss) before tax (300.84) 25.03

Less: Provision for Tax (2.27) 8.01

Profit / (Loss) after tax (298.57) 17.02

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

The Company has recorded income from operations of Rs. 5517.08 lacs as compared to Rs. 8366.75 lacs achieved during the corresponding period in previous year representing a fall of 34.06 % over the previous year. After offsetting the expenses the Company has earned net loss (after tax) of Rs. 298.57 lacs during the year as against Profit after tax of Rs. 17.02 lacs earned in the previous year.

The year under review has been a difficult one for the company, but the company is evolving various strategies to achieve higher growth in the future and with the new contracts and overall positive outlook in the country, the directors are confident that the company will be able to achieve higher sales and profitability in the times to come.

DIVIDEND

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A".

DIRECTORS

Mr. Navin M. Mehta retires by rotation and being eligible offers himself for re-appointment. The directors recommend his re-appointment.

Mrs. Kalpana kulkarni and Mrs. Shruti Sawant were re-designated as Independent Non- Executive Directors w.e.f 27th March, 2015, appointed for a period of 5 years and who shall not be liable to retire by rotation. The category of Mr. Mayur Tendulkar and Mr. Navin Mehta was changed to Professional Director w.e.f27th March, 2015 respectively.

Subsequent to the year end, Mr. Chirag Pramodkumar Sanghavi was appointed as a Independent Non -Executive Director w.e.f 25.06.2015.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination & Remuneration Policy

The Board has re-constituted the Nomination and Remuneration Committee and has framed policy for selection and appointment of Directors, Senior Management and there remuneration. The Nomination & remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year seven Board Meetings were convened and held i.e., 30.04.2014, 10.07.2014, 05.08.2014, 20.10.2014, 13.11.2014, 10.02.2015 and 27.03.2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMPANY SECRETARY

Pursuant to the section 203 of the Companies Act, 2013, the Board appointed Mr. Ashwin Panditpautra as Company Secretary of the Company w.e.f 02.02.2015. However subsequent to year end, Mr. Ashwin Panditpautra has resigned w.e.f31.05.2015

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134(5) of the Companies Act, 1956, the Directors would like to state that:

1. in preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. they had selected such accounting standards, policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

3. they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the accounts are prepared on a going concern basis.

5. they 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. they had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee employed who was in receipt of remuneration in excess of the limits prescribed under section 197 read with Schedule V of the Companies Act, 2013.

Since there are no employees during the year under review, the particulars required to be disclosed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Your Company has not carried out any manufacturing activities during the year. Hence no separate details of the energy consumption and conservation is provided in the report. However the company has taken all possible steps for conservation of the energy in the company.

The company has not adopted any foreign technology during the year.

The details of the foreign exchange is provided in the notes to the accounts forming part of the Balance sheet.

AUDITORS

M/s. P. P. Jayaraman & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re-appointment as auditors of the Company.

AUDITOR'S REPORT

The observations made by the auditors in their report are self explanatory when read with the notes to accounts and need no further elaboration.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. A.Sekar, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT

The secretarial audit report obtained by the Company contains certain observations regarding exceptions to required compliances under the Companies Act, 2013 and the Listing agreement entered into with BSE.

The explanations of the Directors to the said observations are given below:

1. The website of the Company is being updated to make it fully functional as mandated under Clause 54 of the listing agreement.

2. The Company will ensure that the requirements of Clause 41 with respect to

a) intimation of results within 15 minutes of the conclusion of the Board meeting and

b) publication of the notice conveying the Board Meeting for consideration of unaudited results will be fully complied in future.

3. The Audit Committee and other Statutory Committees constituted by the Board of Directors are in compliance of requirements of Companies Act, 2013

4. The Company has in the Financial Year 2015 - 2016 formulated the requisite Model Code of Conduct under the newly notified SEBI (Prohibition of Insider Trading) Regulations, 2015.

5. The Company had advertised through various sources for appointment of Whole Time Secretary. However, it did not succeed to finalise a suitable person till 2nd February, 2015.

FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by the company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were at prevailing market price. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Details of Related Party Transactions are annexed vide Form No. AOC 2

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading 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.

All Board Directors and the designated employees have confirmed compliance with the Code.

RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013, the company has constituted a business risk committee. The details of the policy and its terms of reference are set out in the corporate governance report forming part of the Board's report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE COMPLIANCE POLICY

Pursuant to section 134(5)(f) of the Companies Act, 2013, the Company has constituted Corporate Compliance Policy, to ensure compliance with the provisions of all applicable laws and to report that such systems were adequate and operating effectively.

ANTI - SEXUAL HARRASMENT POLICY

The Company has in place an Anti Sexual harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. However, the Company does not have more than 10 number of employees and as such, has not constituted Internal Complaints Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report, which form an integral part of this Report, is set out as a separate Annexure.

CORPORATE GOVERNANCE

The requirement to report on clause 49 of the listing agreement is applicable to Companies having paid up capital of Rs. 10 crores. Since the paid up capital of the company is Rs. 5.01 crores, this clause is not applicable.

However, Corporate Governance Report is attached as a separate annexure dealing with various governance aspects with emanating from Companies Act, 2013.

APPRECIATION

Your Directors take the opportunity to thank all staff members for their Co-operation and contribution to the Company's Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

BY ORDER OF THE BOARD FOR SHREE SURGOVIND TRADELINK LIMITED

CHAIRMAN

Place : Mumbai Dated :7th August, 2015

Registered Office: 103/1, 1st Floor, Angel Complex, Behind Bluestar Complex, Navjeevan, Ahmedabad - 380014

Mar 31, 2014

Dear Members,

The Director's have pleasure in presenting their Nineteenth Annual Report and Audited Annual Accounts of the Company for the year ended on 3 P March, 2014.

FINANCIAL RESULTS: (figures in Rs. Lacs)

For the year Previous Year 2013-2014 2012-2013

Total Income 8366.75 11581.54

Profit before Depreciation & Tax 31.03 117.00

Less: Depreciation 6 5.01

Profit before tax 25.03 111.99

Less: Provision for Tax 8.01 38.49

Profit after tax 17.02 96.04

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

The Company has recorded income from operations of Rs. 8366.75 lacs as compared to Rs. 11581.54 lacs achieved during the corresponding period in previous year representing a fall of 27.8 % over the previous year. After offsetting the expenses the Company has earned net profit (after tax) of Rs. 17.02 lacs during the year as against Rs. 96.04 lacs earned in the previous year.

The year under review has been a difficult one for the company, but the company is evolving various strategies to achieve higher growth in the future and with the new contracts and overall positive outlook in the country, the directors are confident that the company will be able to achieve higher sales and profitability in the times to come.

DIVIDEND

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

DIRECTORS

Mr. Navin M. Mehta retires by rotation and being eligible offers himself for re- appointment. The directors recommend his re-appointment.

Mrs. Kalpana kulkami and Mrs. Tendulkar was appointed as a Director w.e.f. 1 w.e.f 6th November, 2013 and re -designated as Whole Time Director w.e.f. 1stJuly, 2014 December,2013 and he was re-designated as Whole Kulkarni and Mrs. Shruti of company.

Notices have been received for the appointment of Mrs. Kalpana Sawant as directors of the company.

DIRECTORS' RESPONSIBILITY STATMENT

Pursuant to provisions of section 217(2AA)of the companies Act, 1956, the Directors confirm as under:-

1. In preparation of the Annual Accounts, material departures applicable Accounting Standards had been followed along with proper explanation relating to and applied them

2. That they had selected such accounting that are reasonable and prudent so as to consistently and made judgments and estimates of the company at the end of the financial year and of the profit and loss of the company for that period.

3. That they had taken proper an sufficient the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud an other irregularities.

4. That the accounts had prepared on a going concern basts.

PARTICULARS OF EMPLOYEES

During to year under review there was no employee employed section 217 (2A) of was in receipt of remuneration in excess of the limits prescribed of Employees) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY APSORPTION, FOREIG EXCHANGE EARNINGS AND OUTGO.

Your Company has not Carried out any manufacturing during the year. Hence no and conservation is provided in the report. separate details of company has taken all possible steps for conservation of the energy in the company.

The company has not adopted any foreign technology accounts forming part of The details of the foreign exchange is provided in the notes to the Balance sheet.

Auditors Reort

The observations made by the auditors in their report are self explanatory when read with the notes to accounts and need no further elaboration.

FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public during the year falling under the meaning of Section 58(A ) of the Companies, Act 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance from a Practicing Company Secretary.

The Company will be taking steps to broad base the composition of the Board in line with the requirements of Companies Act, 2013 and the requirements of Clause 49 of the Listing Agreement. The company will also be taking necessary steps to constitute / re-constitute the Audit Committee and Stakeholder & Remuneration Committee as per the requirements of the said Act and the listing agreement.

APPRECIATION

Your Directors take the opportunity to thank all staff members for their Co-operation and contribution to the Company's Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

BY ORDER OF THE BOARD FOR SHREE SURGOVIND TRADELINK LIMITED

CHAIRMAN

Place: Mumbai

Dated: 5th August, 2014

Registered Office: 103/1,1st Floor, Angel Complex, Behind Bluestar Complex, Navjeevan, Ahmedabad - 380014

Mar 31, 2012

The Director's have pleasure in presenting their Seventeenth Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS :

(figures in Rs. Lacs)

For the year Previous Year 2011-2012 2010-2011

Total Income 8774.25 8049.51

Profit before Depreciation & Tax 110.74 18.57

Less: Depreciation 1.48 1.10

Profit before tax 112.22 19.66

Less: Provision for Tax 38.05 14.52

Profit after tax 74.17 5.14

OPERATIONS

The Company has recorded a sales turnover of Rs. 8774.25 lacs as compared to Rs. 8049.51 lacs achieved during the corresponding period in previous year registering an increase of 10.90 % over the previous year. After offsetting the expenses the Company has earned net profit (after tax) of Rs. 74.17 lacs during the year as against Rs. 5.14 lacs earned in the previous year.

The company has been able to achieve higher growth with its efforts and with the contacts and the directors are confident that the company will be able to achieve higher sales and profitability in the times to come.

DIVIDEND

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

DIRECTOR

Mr. Upendra J. Sheth retires by rotation and being eligible offers himself for re-appointment. The directors recommend his re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm as under :-

1. In preparation of the Annual Accounts, the applicable Accounting Standards' had been followed along with proper explanation relating to material departures

2. That they had selected such accounting standards, policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts had prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review there was no employee employed in the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Your Company has not carried out any manufacturing activities during the year . Hence no separate details of the energy consumption and conservation is provided in the report. However the company has taken all possible steps for conservation of the energy in the company.

The company has not adopted any foreign technology during the year .

The details of the foreign exchange is provided in the notes to the accounts forming part of the Balance sheet .

AUDITORS

M/s. P. P. Jayaraman & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re-appointment as auditors of the Company.

AUDITOR REPORT

The observations made by the auditors in their report are self explanatory and need no further elaboration.

FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public during the year falling under the meaning of Section 58(A ) of the Companies, Act 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance from the Practicing Company Secretary.

APPRECIATION

Your Directors take the opportunity to thank all staff members for their Co-operation and contribution to the Company's Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

BY ORDER OF THE BOARD FOR SHREE SURGOVIND TRADELINK LIMITED

Place : Ahraedabad

Dated : 11th June, 2012 DIRECTOR

Mar 31, 2010

Your Directors have pleasure in presenting their Fifteenth Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS :

(figures in Rs. Lacs)

For the year Previous Year

2009-2010 2008-2009

Income 6145.92 1292.62

Profit before Depreciation & Tax 21.21 7.66

Less: Depreciation 0.44 0.25

Profit before tax 20.77 7.41

Less: Provision for Tax 9.00 2.50

Provision for deferred tax (1.79) 0.02

Profit after tax 13.63 0.85

Add: Balance B/f from Previous Year 11.78 10.93

Balance Carried to Balance Sheet 25.41 11.78

2. DIVIDEND

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

3. OPERATION

The Company has recorded a turnover of Rs. 6145.92 lacs as compared to Rs. 1292.62 lacs in previous year.

The Company has earned net profit (after tax) of Rs. 13.63 lacs as against Rs. 0.85 lacs earned in the previous year.

4. DIRECTORS

Mr. Somabhai V. Patel retire Director of the Company, by rotation and being eligible, offers himself for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm as under :-

1. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

2. That they had selected such accounting standards, policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts had prepared on a going concern basis.

6. PARTICULARS OF EMPLOYEES

During the year under review there was no employee employed in the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) rules, 1975.

7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The additional information required under the provisions of section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable as the Company is engaged in infrastructural development and financial activities.

Further the Company has neither earned foreign exchange nor spent any foreign exchange during the period under review.

8. AUDITORS

M/s. P. P. Jayaraman & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re-appointment as auditors of the Company.

9. AUDITOR REPORT

The observations made by the auditors in their report are self explanatory and need no further elaboration.

10. FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public for the period under review within the mining of Section 58A of the Companies Act 1956 and the rules made there under.

11. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

11. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance from the Practicing Company Secretary, Mr. S. Lakshminarayanan.

12. APPRECIATION

Your Directors take the opportunity to thanks all staff members for their Co-operation and contribution to the Companys Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

BY ORDER OF THE BOARD

FOR SHREE SURGOVIND TRADELINK LIMITED

Registered Office :

103/1, 1st Floor, Angel Complex, DIRECTOR

Behind Bluestar Complex, Navjeevan,

Ahmedabad-380014

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