Directors Report of Supha Pharmachem Ltd.

Mar 31, 2025

Your directors are pleased to present the 36^th Annual Report of your Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31,2025.

1. FINANCIAL RESULTS:

An overview of the financial performance of your Company for the year 2024-25 is as under:

(Amount in Lakhs)
Particulars	Standalone Year ended		Consolidated Year ended
	31.03.2025	31.03.2024	31.03.2025
Revenue from Operations	22,249.76	4,04,170.67	40,525.11
Other Income	1,080.26	2,108.11	1,080.26
Total Income	23,330.02	4,06,278.78	41,605.37
Less: Cost of materials consumed	-	-	-
Less: Purchase of Stock in Trade	35,225.68	4,12,728.50	53,428.22
Less: Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	(13,614.71)	(12,590.97)	(13,614.71)
Less: Employee Benefits Expenses	75.60	84.27	75.60
Less: Finance Cost	528.86	387.30	528.86
Less: Depreciation and Amortization Expenses	3.87	5.67	3.87
Less: Other expenses	744.26	618.59	745.09
Total Expenses	22,963.56	4,01,233.35	41,166.93
Profit/ (Loss) before exceptional items and tax	366.46	5,045.42	438.44
Less: Exceptional Items	-	-
Profit/ (Loss) before tax	366.46	5,045.42	438.44
Tax Expenses
Tax adjustment for earlier years/ Deferred Tax	213.26	1,772.41	225.50
Profit/(Loss) after Tax	153.20	3,273.02	212.94

2. REVIEW OF OPERATIONS:

During the year under review, your Company recorded a total income of Rs. 23,330.02 Lakhs as on 31^st March 2025 as compared to Rs. 4,06,278.78 Lakhs in the previous financial year, and consolidated income is Rs. 41,605.37 lakhs. The Profit for the same period stands at Rs. 153.20 lakhs as compared to the Profit of Rs. 3,273.02 Lakhs in the previous financial year, and consolidated profit is Rs. 212.94 Lakhs Your Directors are continuously looking for avenues for future growth of the company.

3. DIVIDEND:

In order to conserve the profits for future growth of the Company, the Board of Directors has not recommended payment of any dividend for the year on the equity share capital of the company.

4. TRANSFER TO GENERAL RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the F.Y. 2024-25.

5. CHANGE IN CAPITAL STRUCTURE

At the beginning of the year the Authorized Share Capital to Rs.30,00,00,000/- (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty Crore) Equity Share of Re. 1/- each. And paid up share capital of Rs. 10,08,00,000/-

(Rupees Ten Crore Eight Lakh Only) divided into 10,08,00,000 (Ten Crore Eight Lakh) Equity shares of Re. 1/- each.

The member of the company at their 35^th Annual General Meeting held on 26^th June, 2024 approved the resolution for increase in Authorized Share Capital of the Company from Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 30,00,00,000(Thirty Crores) Equity Shares of Re. 1/- (Rupee One Only) each to Rs. 42,00,00,000/- (Rupees Forty Two Crores Only) divided into 42,00,00,000 (Forty Two Crores) Equity Shares of Re. 1/- (Rupee One Only) each.

Further, the Board of directors at their meeting held on 27^th May, 2024, declared bonus in ratio of 3:1 (i.e., Three Equity Shares of Re. 1/- each fully paid up for every One Equity Share of Re.1/- each fully paid up held as on the record date of 6^th July, 2024 out of retained earnings, after the approval members at their 35^th Annual General Meeting held on 26^th June, 2024, hence post bonus issue, the Paid-Up Equity Share Capital reached to Rs. 40,32,00,000/- divided into 40,32,00,000 Equity Shares of Re. 1/- each.

Further, the members of the company on 24^th August,

2024 through postal ballot process approved the resolution to alter Authorised Share Capital of the Company from existing Rs. 42,00,00,000/- (Rupees Forty Two Crores Only) divided into 42,00,00,000 (Forty Two Crores) Equity Shares of Re. 1/- (Rupee One Only) each to Rs. 60,00,00,000/- (Rupees Sixty Crores Only) divided into 60,00,00,000 (Sixty Crores Only) Equity Shares of Re. 1/- (Rupee One Only) each.

Further, the members of the company on 31^st March,

2025 through postal ballot process approved the resolution to alter Authorised Share Capital of the Company from existing 60,00,00,000 (Sixty Crores Only) Equity Shares of Re. 1/- (Rupee One Only) each to Rs. 110,00,00,000/- (Rupees One Hundred and Ten Crores Only) divided into 110,00,00,000 (One Hundred Ten and Crores Only) Equity Shares of Re. 1/- (Rupee One Only) each.

6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments between the end of the financial year 2024-25 and the date of this report, adversely affecting the financial position of the Company.

7. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the business activities of the Company.

8. ANNUAL RETURN:

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companyâs website at https://www.remlife.com/ reports/24/annual-return/

9. CHANGE IN REGISTRAR & SHARE TRANSFER AGENT (RTA)

During the year under review, the Company has changed its RTA from Skyline Financial Services Private Limited to Bigshare Service Private Limited w.e.f. 30^th May, 2024.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 12, (Twelfth) Meetings of the Board of Directors were convened and held i.e. on 12^th April, 2024, 27^th May, 2024, 8^th July, 2024, 20^th July, 2024, 14^th August, 2024, 4^th September, 2024, 31^st October, 2024, 14^th November, 2024, 22^ndJanuary, 2025, 25^th January, 2025, 14^th February, 2025 and 28^th March, 2025.

The details of the attendance of Directors at these meetings are as under:

Name of the Director	Category	Board Meetings during FY 2024-25
Name of the Director	Category	Held	Attended
Mr. Adarsh Munjal	Whole Time Director	12	12
Mr. Hanosh Santok	Non Executive Director & Chairman (resigned 31/10/2024)	7	7
Dr. Maneesha Naresh	Independent Director Resigned 11/04/2024	NA	NA
Ms. Trupti Bolke	Independent Director Resigned 31/10/2024	7	7
Ms. Seema Sanei	Independent Director Resigned 03/01/2025	8	8

Mr. Pratik Shah	Independent Director Resigned 03/01/2025	8	8
Mr. Mansoor Abdul Vahab	Non-Executive - Non Independent Director w.e.f. 31^st October, 2024	6	6
Mr. Dipesh Vinod Vaidya	Independent Director w.e.f. 31^st October, 2024	6	6
Mr. Shamim Adil Michal	Independent Director w.e.f. 22^nd January, 2025	4	4

11. AUDIT COMMITTEE:

The Company has constituted qualified and independent Audit Committee. The Audit Committee constituted by the Board in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the Company acts as Secretary to the Audit Committee. The Committee is governed by the term of reference which are in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. More details pertaining to the Audit Committee are included in the Corporate Governance report which forms part of this report.

All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

12. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee consists of only Non-Executive Directors as its members. The Company Secretary of the Company acts as Secretary to the Nomination and Remuneration Committee.

The details of composition, terms of reference of the Nomination and Remuneration Committee, numbers and dates of meetings held, attendance of

the Directors are given separately in the attached Corporate Governance Report which forms part of this Report.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee constituted by the Board in compliance with the provisions of Section 178 of the Companies Act,

2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee consists of only Non-Executive Directors as its members. The Company Secretary of the Company acts as Secretary to the Stakeholders Relationship Committee.

The details of composition, terms of reference of the Stakeholders Relationship Committee, numbers and dates of meetings held, attendance of the Directors are given separately in the attached Corporate Governance Report which forms part of this Report.

14. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee constituted by the Board in compliance with the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee consists of Non-Executive Directors and Executive Director as its members.

The details of composition, terms of reference of the Risk Management Committee, numbers and dates of meetings held, attendance of the Directors are given separately in the attached Corporate Governance Report which forms part of this Report.

15. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules,

2014 and Articles of Association of the Company, Mr. Mansoor Abdul Vahab (DIN: 02882381), Non-Executive - Non Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. Your Board recommends his re-appointment to the Shareholders.

A brief profile of Mr. Mansoor Abdul Vahab (DIN: 02882381) as required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and justification for his re-appointment are given in the explanatory statement to Notice of the 36^th Annual General Meeting.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with the Schedule and Rules issued thereunder. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directorsâ Databank maintained with the Indian Institute of Corporate Affairs (âIICAâ) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The following three persons were formally noted as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Adarsh Munjal : Whole Time Director

Mr. Ashish Parkar : Chief Financial Officer

Mrs. Dhwani Desai : Company Secretary &

(resigned 14^th June, 2024) Compliance Officer

Mr. Neeraj Ramashankar Yadav : Company Secretary & (Appointed w.e.f 14^th August, 2024 Compliance Officer

resigned on 28^th April, 2025 )

Mr. Kapil Goplani : Company Secretary &

(Appointed w.e.f. 30^th May, 2025) Compliance Officer

16. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

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

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

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

17. PERFORMANCE EVALUATION:

In terms of provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI (LODR) Regulations, 2015 and further circular no. SEBI/HO/CFD/ CMD/CIR/P/2017/004 dated 05/01/2017 issued by SEBI on âGuidance note on Board Evaluationâ, evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors. The Independent Directors at their meeting held on 18^th February 2025 have reviewed the performance evaluation of Non-Independent Directors and the Board as a whole including the Chairman. The Nomination, Remuneration and Compensation Committee carried out evaluation of performance of each Director in its meeting held on 28^TH March, 2025. The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended 31^st March, 2025 in its meeting held on 28^th March, 2025 based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution.

18. AUDITORS AND THEIR REPORT:

statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. Taori Sandeep & Associates, Chartered Accountants, Mumbai bearing Firm Registration Number 007414C with the Institute of Chartered Accountants of India (ICAI) were reappointed as the Statutory Auditors of the Company at the 35^th Annual General Meeting (AGM) held on 26^th June, 2024 for a further period of five years commencing from the conclusion of the 35^thAnnual General Meeting till the conclusion of the 39^thAnnual General Meeting of the Company to be held for the financial year 2028-29.

In terms of the Listing Regulations, the Statutory Auditors have confirmed that they hold a valid certificate issued by the âPeer Review Boardâ of The Institute of Chartered Accountants of India (ICAI).

There are no qualifications or observations or remarks made by the Statutory Auditors in their report for the F.Y. 2024-25.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

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

19. SECRETARIAL AUDIT REPORT:

Pursuant to the 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. Riddhi Krunal Shah, Practising Company Secretary, to carry out Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report received from them is appended as âAnnexure Aâ and forms part of this report.

The Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualification, reservation and adverse remarks.

With respect to observations made by the Secretarial Auditors in their report, we would like to state as follows:
Sr. No.	Observations	Explanation of Board of Directors
1.	The Management has shared the UPSI but the details of the same in not entered in SDD software post 29th October, 2024	The same will be updated as the CS was resigned and due to handover and other assignments the same has been in evidently missed
2.	Few E-forms were filed in delay with MCA with additional fees.	The same has been in evidently missed
3.	Constitutions the Board of Directors should not be less than Six Board Members as per Reg. 17(1) (c ) of the SEBI (LODR), Regulations, 2015, however the Board was less than six Board members between the period from 12.04.2024 till 31.03.2025 -reporting financial period and non-compliance continuous till the date of signing of this report.	The same has been in evidently missed
Your Company always endeavor to comply with all the applicable rules and regulations.

20. INTERNAL AUDIT:

24. MANAGEMENT DISCUSSION AND ANALYSIS:

As per the requirements of Section 138 of the Companies Act, 2013 and the rules made there under, Ms. Neha Shah was appointed as an Internal Auditor of the Company for the financial year 2024

25. Internal Auditor submits their reports to the Audit Committee on quarterly basis.

Based on the report of internal auditor, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

21. COST RECORDS/COST AUDITOR:

The Central Government has not prescribed maintenance of cost records under the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as ''Rules'') in respect of maintenance and audit of cost records are not applicable to your Company.

22. UNCLAIMED DIVIDEND:

The company has not paid any dividend in last seven years basis that, there are no unclaimed dividend.

23. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Management Discussion and Analysis Report (MDAR) for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company, as stipulated under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Agreement with the Stock Exchange of India, is presented in a separate section forming part of the Annual Report.

25. DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of Listing Regulations, the Board of Directors of the Company have adopted a Dividend Distribution Policy (âPolicyâ) based on the need to balance the twin objectives of appropriately rewarding the Companyâs shareholders with dividend, and by conserving resources to meet its future requirements. The Dividend Distribution Policy of the Company is available on the Companyâs website at https://www.remlife.eom/reports//20/ policies/

26. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans, guarantees or made any investments within the purview of Section 186 of the Companies Act, 2013.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

The details of the related party transactions, as per requirement of Accounting Standards-18 are disclosed in notes to the financial statements of the Company for the financial year 2024-25. None of the transactions with any of the related parties was in conflict with the interest of the Company.

As there are no truncation other than Remuneration and Sitting Fees , the particulars of contracts or arrangements with related parties referred to in Section 188(1), in prescribed Form AOC - 2 under Companies (Accounts) Rules, 2014 are is not applicable.

29. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

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

The prescribed particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as âAnnexure Câ which forms part of this report of Board of Directors.

31. BUSINESS RISK MANAGEMENT:

Risk Management Policy. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

32. CORPORATE SOCIAL RESPONSIBILITY:

The Company falls under the criteria i.e. net worth or turnover or net profit, as prescribed in section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility (CSR) provisions. Accordingly in line with the above section, since the obligation of the Company to spend under CSR for the Financial Year 2024-25 is below the threshold limit of Rs. 50 lakhs, the company is not required to constitute a CSR Committee. (Annexure -D)

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. There were no complaints received during the year 2024-25.

34. PARTICULARS OF REMUNERATION:

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as âAnnexure Eâ and form part of this Report.

35. COMPANYâS POLICY ON NOMINATION, APPOINTMENT, REMUNERATION AND EVALUATION:

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has framed and adopted a Nomination and Remuneration Policy for appointment, remuneration and evaluation of Directors from time to time and is available on the website of the Company https:// www.remlife.com/reports//20/policies/

36. INTERNAL CONTROL SYSTEMS AND ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

37. SUBSIDIARY COMPANY:

The Company has incorporated a new Wholly Owned Subsidiary (WOS) in Singapore by the name of REMLIFE GLOBAL PTE. LTD. on September 24, 2024, for which the Accounting and Corporate Regulatory Authority, has issued a Certificate of Incorporation bearing Corporate. REMLIFE GLOBAL PTE. LTD. is not a material subsidiary company as stipulated under SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015.

38. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial period 2024 - 25 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards (IND-AS 110) specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditorsâ Report thereon forms part of the Annual Report.

Pursuant to Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed Form AOC - 1 are provided along with the Boards Report which forms part of the Annual Report. As Annexure B.

The financial statements of the subsidiary would be available for inspection by the Members at the registered office of your Company pursuant to the provisions of Section 136 of the Companies Act, 2013. Your Company would provide free of cost, a copy of the financial statements of its subsidiary company to the Members upon their request upon availability of financial statement, being foreign subsidiary company and due difference in adoption of financial year between company and subsidiary the consolidation is done as per Management provided Financial.

The financial statements would be available on the website of your Company at www.remlife.com under the âAnnual Reports-of Subsidiary â section on availability.

39. COMPANIES WHICH HAVE BECOME OR CEASED TO BE JOINT VENTURES OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be Joint Venture, or Associate Companies during the financial year 2024 - 25.

40. TRANSFER OF UNCLAIMED DIVIDENDAMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed or unpaid dividend lying with the Company. Therefore, during the year under review, the Company was not required to transfer any amount to Investor Education and Protection Fund.

41. PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:

During the year, none of the employees of your Company were in receipt of remuneration in excess of the limits as laid down under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

42. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by SEBI. The report on Corporate Governance as prescribed in Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance along with a declaration signed by the Chairman and Managing Director stating that Members of the Board and Senior Management Personnel have affirmed the compliance vide Code of Conduct of the Board and Senior Management is attached to the report on Corporate Governance.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companyâs Auditors confirming compliance forms an integral part of this Report annexed as Annexure G.

43. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR REGULATORS:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

44. LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

45. AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of the Company or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

46. Anti- Bribery and Anti- Corruption Policy:

Company is committed in doing business with integrity and with transparency. We prohibit corrupt payments of all kinds, including facilitating payments.

47. INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

48. ONE TIME SETTLEMENT WITH BANKS:

The Company has not borrowed any monies from banks or financial institutions. Accordingly, there is no question of any one-time settlement with the banks or financial institutions.

49. ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) The Company has not issued any sweat equity shares, shares with differential voting rights and equity shares on rights basis during the year under review. However the company has issued

â¢ 30,24,00,000 Bonus equity shares of Re. 1/- each allotted on July 8, 2024.

â¢ 478790132 equity shares of Rs. 1/- each issued at par on rights basis on 22/05/2025

These shares are ranking pari-passu with the old equity shares of the company.

b) The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197 (14) is not required.

c) The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

d) The Company has not issued any warrants, debentures, bonds or any non-convertible securities during the year under review.

e) The financial statements of the Company were not revised.

f) The Company has not failed to implement any corporate action.

g) 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, no Voting rights were directly exercised by the employees of the Company.

50. APPRECIATION:

Your Directors express their deep sense of appreciation and extend their sincere thanks to every executive, employee and associates for their dedicated and sustained contribution and they look forwarded to the continuance of the same in future.

51. ACKNOWLEDGEMENT:

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.

Mar 31, 2024

Your Directors are pleased to present the 35th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31,2024.

1. FINANCIAL RESULTS:

An overview of the financial performance of your Company for the year 2023-24 is as under:

Particulars	Year ended
	31.03.2024	31.03.2023
Revenue from Operations	4,04,170.67	50,983.66
Other Income	2108.11	0.00
Total Income	4,06,278.78	50,983.66
Less: Expenditure	4,01,233.35	50,244.07
Profit/(Loss) before tax	5045.42	739.60
Less : Current tax	1,774.34	197.74
Less : Deferred tax	(1.93)	(0.75)
Less : Previous Year Tax	0.00	0.00
Profit after Tax	3273.02	542.61

REVIEW OF OPERATIONS:

During the year under review, your Company recorded a total income of Rs. 4,06,278.78 Lakh as on 31st March 2024 as compared to Rs. 50,983.66 Lakhs in the previous financial year, higher by Rs. 3,55,295.12 Lakhs. The Profit for the same period stands at Rs. 3273.02 Lakhs as compared to the Profit of Rs. 542.61 Lakhs in the previous financial year, higher by Rs. 2730.41 Lakhs.

2. DIVIDEND:

In order to conserve the profits for future growth of the Company, the Board of Directors has not recommended payment of any dividend for the year on the equity share capital of the company.

3. Transfer to GENERAL Reserves:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the F.Y. 2023-24.

4. CAPITAL STRUCTURE

At the beginning of the year Authorised Share Capital was Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 3,00,00,000 (Three Crore) Equity Share

of Rs. 10/- each. During the year there was alteration of the Authorized Share Capital of the Company Passing resolution at the 34th Annual General Meeting held on July 20, 2023, Authorized Share Capital of the Company was Rs. 30,00,00,000/-(Rupees Thirty Crore Only) divided into 6,00,00,000 (Six Crore) Equity Share of Rs. 5/- each. Further the Company altered itâs Authorized Share Capital to Rs.

30.00. 00.000/- (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty Crore) Equity Share of Re. 1/- each by Passing Resolution through postal ballot.

The Companyâs issued, subscribed and paid-up share capital in the beginning of the year was Rs.

3.60.00. 000/- (Rupees Three Crore Sixty Lakh Only) divided into 36,00,000 (Thirty Six Lakh) Equity Shares of Rs.10/- each. During the year Company declared bonus shares, due to which issued, subscribed and paid-up share capital was increased to Rs. 10,08,00,000/- (Rupees Ten Crore Eight Lakh Only) divided into 1,00,80,000 (One Crore Eighty Thousand) Equity shares of Rs.10/- each, due to share split there was change in issued, subscribed and paid-up share capital Rs. 10,08,00,000/- (Rupees Ten Crore Eight Lakh Only) divided into 2,01,60,000 (Two Crore one Lakh Sixty Thousand) at 34th Annual General Meeting held on July 20, 2023, Further due to another share split passed through postal ballot as on February 10, 2024, issued, subscribed and paid-up share capital Rs. 10,08,00,000/- (Rupees Ten Crore Eight Lakh Only) divided into 10,08,00,000 (Ten Crore Eight Lakh) Equity shares of Re. 1/- each.

. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments between the end of the financial year 2023-24 and the date of this report, adversely affecting the financial position of the Company.

i. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the business activities of the Company.

. ANNUAL RETURN:

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and

Administration) Rules, 2014 is available on the Companyâs website at https://www.remlife.com/ reports/24/annual-return/.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 13, (Thirteen) Meetings of the Board of Directors were convened and held i.e. on May 30,2023; June 23, 2023; July, 31,2023; August 12 ,2022; September 05, 2023; November 11,2023; November 20, 2023; December 13 ,2023; January 08, 2024; February 14, 2024; February 20, 2024; March 07, 2024, March 27, 2024. The details of the attendance of Directors at these meetings are as under:

Name of the Director	Category	Board Meetings during FY 2023-24
		Held	Attended
Dr. Vilas Lokhande	Whole Time Director (ceased to be director due to resignation from 05,September 2023)	5	5
Mr. Adarsh Munjal	Whole Time Director (Appointed from 05,September 2023)	8	8
Mr. Hanosh Santok	Non Executive Director	13	13
Dr. Maneesha Naresh	Independent Director	13	13
Ms. Trupti Bolke	Independent Director	13	13
Ms. Seema Sanei	Independent Director	0	0
Mr. Pratik Shah	Independent Director	0	0

9. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the

Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

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

10. AUDIT COMMITTEE:

The Company has constituted qualified and independent Audit Committee. The Audit Committee comprises of Ms. Trupti Bolke -Chairperson, Mr. Hanosh Santok - Member and Dr. Maneesha Naresh

- Member, Mr. Pratik Shah- Member. The Company Secretary of the Company acts as Secretary to the Audit Committee. The Committee is governed by the term of reference which are in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. More details pertaining to the Audit Committee are included in the Corporate Governance report which forms part of this report.

All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

11. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprises of Dr. Maneesha Naresh - Chairperson, Mr. Hanosh Santok - Member and Ms. Seema Sanei

- Member of the Committee.

The Committee consists of only Non-Executive Directors as its members.

The details of composition, terms of reference of the Nomination and Remuneration Committee, numbers and dates of meetings held, attendance of the Directors are given separately in the attached Corporate Governance Report which forms part of this Report.

12. PERFORMANCE EVALUATION:

In terms of provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI (LODR) Regulations, 2015 and further circular no. SEBI/HO/CFD/ CMD/CIR/P/2017/004 dated 05/01/2017 issued by SEBI on âGuidance note on Board Evaluationâ, evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors. The Independent Directors at their meeting held on 19th December 2023 have reviewed the performance evaluation of Non-Independent Directors and the Board as a whole including the Chairman. The Nomination, Remuneration and Compensation Committee carried out evaluation of performance of each Director in its meeting held on 27st March, 2024. The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended 31st March, 2024 in its meeting held on 27th March, 2024 based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution.

13. AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 (âthe Actâ) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. Taori Sandeep & Associates, Chartered Accountants, Mumbai bearing Firm Registration Number 007414C with the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting (AGM) held on September 30, 2019 for a period of five years commencing from the conclusion of the 30thAnnual General Meeting till the conclusion of the 35thAnnual

General Meeting of the Company to be held for the financial year 2023-2024.

Re-appointment of Taori Sandeep & Associates, (ICAI Firm Registration No 007414C), Chartered Accountants as Statutory Auditors of the Company for a second term of five years. M/s. Taori Sandeep & Associates, have confirmed their eligibility and qualification required under section 139 and 141 and other applicable provisions of the Companies Act,

2013 and the Companies (Audit and Auditors) Rules,

2014 (including any statutory modification(s) or reenactments) thereof for the time being in force, for their continuation as statutory auditors.

In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the âPeer Review Boardâ of The Institute of Chartered Accountants of India (ICAI).

There are no qualifications or observations or remarks made by the Statutory Auditors in their report for the F.Y. 2023-24.

Reporting of Fraud

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

14. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed K R Associates, Practising Company Secretary, to carry out Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report received from them is appended as âAnnexure Aâ and forms part of this report.

The Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation and adverse remarks.

15. INTERNAL AUDIT:

As per the requirements of Section 138 of the Companies Act, 2013 and the rules made there under, Ms. Neha Shah was appointed as an Internal Auditor of the Company for the financial year 202324.

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

18. DIVIDEND DISTRIBUTION POLICY:

19. PUBLIC DEPOSITS:

During the year under review, your Company has accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended, as per notes to accounts (xvii) to financial statements.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans, guarantees or made any investments within the purview of Section 186 of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

The details of the related party transactions, as per requirement of Accounting Standards-18 are disclosed in notes to the financial statements of the Company for the financial year 2023-24. All the directors have disclosed their interest in Form MBP-1 pursuant to Section 184 of the Companies

Act, 2013 and as and when any changes in their interest take place, such changes are placed before the Board at its meetings. None of the transactions with any of the related parties was in conflict with the interest of the Company. The particulars of contracts or arrangements with related parties referred to in Section 188(1), in prescribed Form AOC - 2 under Companies (Accounts) Rules, 2014 are appended as âAnnexure Bâ.

22. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

24. BUSINESS RISK MANAGEMENT:

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

25. CORPORATE SOCIAL RESPONSIBILITY:

obligation of the Company to spend under CSR for the Financial Year 2023-2024 is below the threshold limit of Rs. 50 lakhs, the company is not required to constitute a CSR Committee. âAnnexure -Dâ

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

27. PROHIBITION OF INSIDER TRADING :

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a âCode of Conduct for Regulating, Monitoring and Reporting of Trading by Insidersâ and âCode of Fair Disclosureâ of Unpublished Price Sensitive Information to ensure prohibition of insider trading in the organization.

28. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies(Appointment & Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Adarsh Munjal (DIN :07304004), a Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. Your Board recommends his re-appointment to the Shareholders.

A brief profile of Mr. Adarsh Munjal (DIN :07304004) as required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and justification for his reappointment are given in the explanatory statement to Notice of the 35th Annual General Meeting.

Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The following three persons were formally noted as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Adarsh Munjal : Whole Time Director Mr. Ashish Parkar : Chief Financial Officer Ms. Dhwani Desai : Company Secretary &

Compliance Officer

Ms.Seema Sanei and Mr. Pratik Shah was appointed as an additional independent director as on March 27, 2024.

29. PARTICULARS OF REMUNERATION:

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details of the ratio of remuneration of each Director to the median employeeâs remuneration is provided in âAnnexure Eâ which forms part of the Boardâs Report.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

31. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

32. TRANSFER OF UNCLAIMED DIVIDENDAMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

33. PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:

34. CORPORATE GOVERNANCE REPORT:

Pursuant to the provisions of Regulation 15 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as a good governance practice, the Company adheres to certain principles of Corporate Governance. A brief report on Corporate Governance and the requisite Certificate confirming compliance with the conditions of Corporate Governance, is appended as âAnnexure -Fâ and forms part of this Report.

35. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR REGULATORS:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

36. LISTING WITH STOCK EXCHANGES:

The Equity shares of the Company are listed on BSE Ltd.

37. APPRECIATION:

38. ACKNOWLEDGEMENT:

For and on behalf of the Board of Directors

Adarsh Munjal Hanosh Santok

Whole Time Director Director

DIN: 07304004 DIN: 08554687

Place: Mumbai

Date : 27/05/2024

Mar 31, 2015

Dear Members,

The directors hereby present their 26th Annual Report on the business and operations of the company together with audited financial accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS ( Rs. In Lacs)

Year ended Year ended PARTICULARS 31-03-2015 31-03-2014

Income From Business operation 211.90 262.80

Other Income 90.75 6.97

Total Income 302.62 269.77

Profit Before Depreciation & Interest 74.08 7.05

Depreciation & interest 1.26 3.08

Profit before tax 72.82 3.97

Less: provision for tax (including current 14.17 1.38

deferred and other taxes)

Net profit after tax 58.64 2.59

Dividend 0.00 0.00

Amount Transferred to General reserve 58.64 2.59

Earning per Shares( Basic & Diluted) 1.63 0.07

FINANCIAL/ OPERATIONAL PERFORMANCE

During the financial year under review, total revenue from operation and other income of Company increased from 269.77 Lacs to 302.62Lacs registering a growth of 12% and company earned a Net profit of Rs. 58.64 Lacs after meet out interest, depreciation and prov. for taxes as compared to previous year figure of Rs. 2.59 Lacs . Board of directors are trying hard to increase the revenue from operation in current fiscal year.

2. PROSPECTS AND FUTURE OUTLOOK

Prospects of company are linked to the growth and progress of cycle trading. With cycle industry contributing substantially to the growth of Indian Economy, India has emerged as the 4th largest producer of cycle parts in the world as against the 8th position in 2003 and expect to become the 2nd largest producer of cycle parts.

India's economic outlook is improving following the election of new Government which is promising pro business reforms. In 2015-2016, structural reforms and improving business confidence will support a further growth in cycle demand but higher Imports and increasing input costs coupled with regulatory issues related to mining remain key downside risks.

3. RESERVE

During the current financial year, amount of Rs.58.64 Lacs has been transferred to general reserves and after transferring the same, total reserves of the company comes out to Rs. -56.35 Lacs.

4. DIVIDEND

Yours directors intend to plough back the available resources for financial requirement and express their inability to recommend any dividend for the year under consideration.

5. SHARE CAPITAL

The paid up equity share capital as on 31st March 2015 is Rs 360.00 Lacs. During the year under review, the company has not issued any shares with differential voting rights or not granted stock option or not issued any sweat equity or not purchased its own shares.

6. NUMBER OF BOARD MEETING CONDUCTED AND ATTENDED BY EACH DIRECTORS DURING THE YEAR UNDER REVIEW.

The company is managed and controlled by Board of Directors. The Board comprises of Executive and Non-Executive Directors. The strength of the Board as on 31st March 2015 was six, out of which 3 were independent Directors and 3 were Executive Directors. The Board elect its chairman at its meetings.

During the financial year under review, Ten Board meetings were convened and held. The intervening gap between the meeting was within the period prescribed under the companies Act. 2013. The detail of such board meeting attended by each directors is given below:.

S.No. Date of meeting Board Strength Number of Directors present

1. 2nd April, 2014 3 3

2. 10th May, 2014 3 4

3. 28th June, 2014 3 3

4. 14th August, 2014 3 3

5. 5th September, 2014 3 3

6. 30th September, 2014 3 3

7. 8th October, 2014 3 3

8. 14th November, 2014 3 3

9. 10th February, 2015 4 4

10. 31st March, 2015 4 4

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY,

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

8. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT- 9 forms part of the Board's Report and is annexed herewith as ANNEXURE -1.

9. DEPOSITS

During the financial year under review, company has not accepted any deposit from the any person falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. DIRECTORS RESPONSIBILTY STATEMENT:

To the best of their knowledge and belief and according to the information's and explanations obtained by them, your directors hereby submit its responsibility statement in terms of section 134(3) (c) and 134(5) of the Companies Act, 2013;

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departure;

b) That directors have, in the selection of the accounting policies, consulted the statutory auditors and have 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 viz. 31.03.2015 and of the profit and loss of the company for that period;

c) That directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That directors have prepared the annual accounts on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. COMPANY'S POLICY ON DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Recently in this Annual General Meeting, the following changes have been taken place in the Directorship/KMPs of the Company.

In accordance with the provisions of Articles of Association of the Company and the relevant provisions of Companies Act, 2013, Sh. Subhash Chander Mittal (DIN02739014) Director retires by rotation and being eligible offered himself for re-appointment. None of the Directors has incurred disqualification under Section 164 of the Companies Act, 2013.

Sh. Subhash Chander Mittal is appointed as Managing Director of the Company for a period of five years w.e.f 01.09.2015.

Sh. Amit Mittal is appointed as Whole Time Director of the Company for a period of five years w.e.f. 01.09.2015.

Rohit Mittal is appointed as Chief Financial Officer of the Company for a period of five years w.e.f. 01.09.2015.

Smt. Shhukla Mittal (DIN 00798470), who was appointed as an Additional Directors on the Board of Directors of the Company on 26th August, 2015 in terms of Section 161(1) of the Companies Act, 2013 ('the Act') and whose term of office expires at the ensuring Annual General Meeting hereby reappointed as a director liable to retire by rotation.

None of the Directors has incurred disqualification under Section 164 of the Companies Act, 2013

13. NOMINATION AND REMUNERATION COMMITTEE

In accordance with Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board of Directors in the meeting held on 14.08.2014 has renamed the Remuneration Committee to Nomination and Remuneration Committee. Committee reviews Company's policy on specific remuneration package for the executive Directors.

Presently, the Nomination and Remuneration Committee of the Company comprises of the following Directors:

1. Mr. Subhash Chander Mittal Chairman

2. Mr. Vivek Marwaha Member

3. Mr. Vinod Jain Member

14. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL

PERSONNEL AND OTHER EMPLOYEES

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 30.9.2014, approved a policy on directors' nomination and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE -2 and forms part of this Report which is also available on the website of the Registrar of the Company. [email protected].

15. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of Companies Act, 2013 Company has constituted Audit Committee. Presently, the audit committee of the company comprises of the following Directors:

1. Mr. Amit Mittal Chairman

2. Mr. Rohit Mittal Member

3. Mr.Harpreet Malhi Member

4. Mr. Vinod Jain Member

Audit Committee has powers and authority as provided under the aforesaid provisions and acts in accordance with the terms of reference specified by the Board of Directors from time to time. Board has accepted all the recommendations of the Committee.

16. AUDITORS

Pursuant to Section 139 of Companies Act, 2013, Raman Kumar Jain M/s Anup Kumar Jain & Co. Chartered Accountants (Regn. No. 005731N) has been appointed, in the 25th Annual General Meeting upto the conclusion of 30th Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting. Item has been included in the agenda for rectification of their appointment.

17. AUDITOR'S REPORT

Auditors have not made any qualification/adverse remarks on the Financial Statement for the year ended 31st March 2015. The observations of Statutory Auditors in their reports are self-explanatory and therefore do not call for any further comments.

18. SECRETARIAL AUDIT REPORT

Sh. Anil Jindal of M/s Anil Jindal & Associates was appointed secretarial auditors of the Company for the financial year 2014-15. After conducting the Secretarial Audit, Form MR-3 Secretarial Auditor's Report submitted by the Secretarial Auditors is enclosed as ANNEXURE - 3 forming part of the Board Report. Reply to the qualifications is as under:

In respect of all these qualifications , this is to report that from the last so many years, performance of the company is not quite satisfactory and company is running under losses and cannot bear the expenses of listing requirements. However, Now from this fiscal year, Company is treated as deemed delisted due to de-recognition of Ahmedabad and Ludhiana stock exchanges by SEBI and as per letter received from these Stock Exchanges, company is not required to fulfill the listing requirements. However, in this current financial year, Company had already applied to Bombay stock exchange under direct listing norms and application is in process and will be approved very shortly. Till date, company is complying those requirements as specified by BSE.

Company has appointed Mrs. Shukla Mittal as a Woman director, Mr. Subhash Chander Mittal as a Managing Director, Mr. Amit Mittal as a whole time director and Mr. Rohit Mittal as a Chief Financial officer to comply the provisions of the Companies Act, 2013 to some extent.

Other than these minor points there are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, detail of loans, guarantees or investments made by company under the provisions of section 186 of the Companies Act, 2013 are given in the notes of Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on as arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. However, Company deal with M/s Mishm International, M/s Roxy industrial Corporation and M/s Mittal tech in general sale purchase of goods and material in which both the parties are dealing in ordinary course of business.

The particulars of contracts and arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE - 4 and form part of this Report.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this Report.

22. PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of Companies Act, 2013 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo is as under :

(A) - CONSERVATION OF ENERGY

Energy conservation measures are being taken on regular basis in all possible areas through improved operational methods and other means.

(B) -TECHNOLOGY ABSORPTION

Since the Company has not imported any plant or technology this clause is not applicable.

(C )- FOREIGN EXCHANGE EARNINGS AND OUTGO There has been no foreign exchange income or outgo during the period under review.

23. RISK MANAGEMENT POLICY

During the year, the Board of Directors, in its meeting held on 30.09. 2014, has adopted a formal Risk Management Policy for the Company, whereby, risks are broadly categorized. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives which is also available on the website of the Company at www.roxyexports.in

24. CORPORATE SOCIAL RESPONSIBILITY POLICY

The CSR Policy is not applicable to the Company as the criteria specified in Sub-section of Section 135 of the Company Act 2013 with regard to net worth/turnover or net profit is not fulfilled by the Company.

25. FORMAL EVALUATION

Sound governance and prudential management of a company lies with its Board. The Board of Directors undertook the evaluation of its own performance, its Committees and all the individual Directors.

The review concluded by affirming that the Board as a whole as well as all of its Directors individually and the Committees of the Board continued to act as good governance and contribute its best in the overall growth of the organization.

26. DETAIL OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the nature of the business of the Company. The internal auditor monitors and evaluates the efficacy and adequacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures and policy.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are not any significant and material orders passed by the regulators or courts to the company.

28. LISTING

The shares of the Company had been listed on Ahmedabad Stock Exchange Ltd. and Ludhiana Stock Exchange Association Ltd. However, SEBI has withdrawn the recognition of all such stock exchanges and these exchanges has specifically mentioned that your company is transferred to dissemination Board of Bombay stock exchange and company is not required to comply the provisions of listing agreement and treated as deemed delisted company till further decision of SEBI. However, Company had already applied to Bombay stock exchange under direct listing norms and application is in process and will be approved very shortly. Till date, company is complying those requirements as specified by BSE.

29. BUY BACK OF SHARES

During the year, Company has neither bought back its shares nor given any loan for purchase of its own shares.

30. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31st March, 2015, neither any entity has become or ceased to be the subsidiary, joint venture or associate of the Company.

31. SEGMENT REPORTING

The Company is a single segment engaged in the trading of steel ingots and casting. Therefore the disclosure requirements of Accounting Standard ( AS ) - 17 on "Segment Reporting" issued by the Companies ( Accounting Standards ) Rules, 2006 is not applicable to the Company.

32. PARTICULARS RELATING TO EMPLOYEES

During the year there was no employees to whom the provisions of Section 197 of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, was applicable, hence the information be treated as NIL.

33. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - 5.

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

Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) act, 2013.

35. VIGIL MECHANISM:

The provisions of section 177 of the Companies Act, 2013 read with rule 6 and 7 of the Companies (Meetings of the Board and its powers) Rules, 203 is not applicable to the Company.

36. CORPORATE GOVERNANCE

As per SEBI circular No. CIR/CFD/Policy Cell/7/2014 dated 15.9.2014 Clause 49 of the Listing Agreement relating to Corporate Governance is not applicable to companies having paid up equity share capital not exceeding Rs, 10 crore and net worth not exceeding Rs 25 crores as on the last day of the previous financial year. Since the paid up capital of the company on the last day of the previous financial year was Rs 3.60 crores and networth of Rs 3.04 crores, your Company is exempted from the compliance of Clause 49 of the Listing Agreement.

37. GENERAL ENVIRONMENT & OTHER APPLICABLE LAWS

The Company is committed to the protection of environment and is not involved in any activity hazardous to environment. The Company adheres to the provisions of the applicable environment and other laws.

38. INDUSTRIAL RELATIONS

Relations between the Management and its employees have remained cordial and management expresses their appreciation for the co-operation and dedication of the employees at all levels of the Company.

39. ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Bankers, various departments in Central and State Governments and all others associated with the Company for their co-operation, continued support and confidence reposed by them in the Company.

By the order of Board of Directors

Dated: 1st September, 2015 For Roxy Exports Limited

Place: Ludhiana

Sd/- sd/-

Amit Mittal Subhash Chander Mittal

DIN: 01691317 DIN: 02739014

(Whole Time Director) (Managing Director)

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