To,

The Members,

Riddhi Corporate Services Limited,

The Directors have pleasure in presenting the 8thAnnual Report together with the Audited accounts of the Company for the financial year ended on March 31, 2018.

1. (i) STANDALONE FINANCIAL RESULTS: ( Rs. In lacs)

(ii) CONSOLIDATED FINANCIAL RESULTS ( Rs. In lacs)

2. HIGHLIGHTS OF PERFORMANCE:

The company has posted a satisfactory performance for the year under review. The total revenue of the Company has declined from Rs. 698541407/- to Rs. 210350326/-.The profit before tax of the Company has decreased from Rs. 41540333/- to Rs. 13685392/-. The net profit after tax has also decreased to Rs. 9373551/- as compared to previous year’s net profit after tax of Rs. 24921699/-.We remained resolute and relentless in our quest for strengthening our cost-competiveness, better management of working capital and operational excellence across all businesses.

3. DIVIDEND;

The Board of director of the company has not declared any dividend during the financial year 2017-18.

4. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. BOARD MEETINGS HELD DURING THE YEAR:

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:

6. DEPOSITORY SYSTEM:

As members are aware, the company’s shares are compulsorily tradable in the electronic form so that company has converted its all physical shares into dematerialised form w.e.f.20th June, 2017.

7. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

As on 31st March, 2018, your Company has four Subsidiary Companies. The details of the same areas under:

1. RCSPL Share Broking Private Limited.

2. RCSPL Multicommodities Private Limited.

3. RCSPL Share Broking IFSC Private Limited. (Step-Down Subsidiary)

4. Vibhin Online Services Private Limited

8. CORPORATE GOVERNANCE:

The company has been exempt from reporting on corporate governance as per Regulation 15 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. Therefore, Corporate Governance Report is not attached.

9. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

- In terms of Section 152 of the Companies Act, 2013, Mr. Umesh A. Bhareshwara (DIN: 07582046) is liable to retire by rotation at forthcoming AGM and being eligible offers himself for re-appointment.

- During the Year under review, as per the Section 203, the Board of Directors approved the appointments of Mr. Parth Mahendrakumar Pandya as Whole time Company Secretary (KMP) of the Company w.e.f 1st September, 2017.

- During the Year under review, the Board of Directors approved the appointments of Mr. Subhasish Chakraborty (DIN: 00175976) as an Additional Director of the Company w.e.f. 18th January, 2018 under Section 161 of Companies Act, 2013 who hold the office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing under section 160 of the Companies Act, 2013 form a member proposing his appointment as Director. The Board of Directors recommends his appointment.

- The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

- All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

11. MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

12. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire each for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

13. AUDITORS:

- STATUTORY AUDITORS

M/s. NITIN K. SHAH & CO, Chartered Accountant, the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Company has received letter from M/s. NITIN K. SHAH & CO, Chartered Accountant, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. NITIN K. SHAH & CO, Chartered Accountant, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of next Annual General Meeting of the Company to be held in the calendar year 2018.

- SECRETARIAL AUDITORS

Your directors have appointed Amrish Gandhi & Associates, Company Secretary, 504, Shivalik Abaise, Opp. Shell Petrol Pump, Anandnagar Road, Satellite, Ahmedabad-380015, as secretarial auditors for the financial year 2017-18.

The Secretarial Audit Report for the Financial Year ended March, 2018 is attached to this report as “Annexure-C”.

Directors Response to Secretarial Audit Report:-

Your Board of Directors would like to clarify the qualification remarks made in Secretarial Audit Report as under:-

- INTERNAL AUDITOR

The board has appointed Mr. Kirti Bhavsar who is in whole time employment of company as internal auditor of your company for the financial year 2018-19 and is hereby eligible for appointment for the financial year 2017-18 pursuant to provision of Companies Act, 2013. The report prepared by the Internal Auditor is to be reviewed by the statutory auditors & Audit Committee.

- COST AUDITORS

Provision for appointment of Cost Auditor is not applicable to your company.

14. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statement of the company.

16. AUDIT COMMITTEE:

Audit Committee comprises of three members and all members are Independent Directors. All transactions with related parties are on an arm’s length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

The composition of the Audit Committee of the Board of Directors of the Company mentioned below:

17. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of three members of which three, including the Chairman of the Committee, are Independent Directors. The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company is mentioned below:

18. STAKEHOLDER RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprises of three members of which three including the Chairman of the Committee, are Independent Directors. The composition of the Stakeholder Relationship Committee Committee of the Board of Directors of the Company is mentioned below:

19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee comprises of three members of which the Chairman of the Committee, is Independent Director. The composition of the Corporate Social Responsibility Committee of the Board of Directors of the Company is mentioned below:

20. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 which is attached with this report as “Annexure-B”.

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

22. MATERIAL CHANGES:

There are following material changes and commitments that would affect financial position of the company:

23. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY:

The authorized share capital of the Company as on date is Rs. 3,25,00,000/- (Rupees Three CroreTwenty Five Lacs Only) divided into 32,50,000 Equity shares of Rs.10/- each and During the year the company has issued 950,000 equity shares of Rs. 10with premium of Rs. 120 each through Initial Public Offer. The issued, subscribed and paid-up capital of the Company is Rs. 3,25,00,000/- (Rupees Three Crore Twenty Five Lacs Only) divided in to 32,50,000Equity shares of Rs.10/- each.

24. RESERVES:

The Company has transfer profit of Rs. 9373551 to the Reserve during this year.

25. EMPLOYEE STOCK OPTION:

The Company has not issued any shares during the financial year under the Employee Stock Option Scheme.

26. CASH FLOW ANALYSIS:

The Cash Flow Statement for the year under reference forms part of the Annual Report.

27. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPOTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:

A) CONSERVATION OF ENERGY:

The clause is not applicable.

B) TECHNOLOGY ABSORPTION:

Your company has not made any efforts towards technology absorption and neither imported any technology nor made any expenditure on research and developments.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange inflow (Rs.): NIL Foreign Exchange outflow (Rs.): NIL

28. RISK MANAGEMENT:

The Board of Directors have developed & implemented a robust risk management policy which identifies the key elements of risks that threatens the existence of the Company. The Audit Committee reviews the Company’s financial and risk management policies and steps taken by the Company to mitigate such risks.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Clause is not applicable to the company.

30. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.

31. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

- that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

- that proper and sufficient care has been taken 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;

- That the annual financial statements have been prepared on a going concern basis.

- That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

- That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

32. KEY MANAGERIAL PERSON:

- Mr. Pravinchandra Gor, Chairman & Managing Director (C&MD),Mr. Manish Joshi, Chief Financial Officer (CFO) and Mr. Parth Pandya, Company Secretary Cum Compliance Officer(CS) are the Key Managerial Personnel of the Company.

33. ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programmes.

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. The company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

35. THE CHANGE IN NATURE OF BUSINESS:

There is no material changes in the company held during the year.

36. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as “Annexure -D” to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2017-18.

37. ACKNOWLEDGMENT:

Your Directors are grateful to the Central Government, the State Government, the Registrar of Companies, Gujarat, Securities and Exchange Board of India and other Regulatory Authorities, Bankers, Financial Institutions, Vendors and Customers for their continued support, co-operation and guidance. We would like to express our deep sense of appreciation for the hard work and efforts put in by the employees at all levels.We would like to thank our shareholders for their cooperation and assistance during the year under report.

By order of the Board of Directors

RIDDHI CORPORATE SERVICES LIMITED

Place: - AHMEDABAD PRAVINCHANDRA GOR

Date: - 30/05/2018 CHAIRMAN & MANAGING DIRECTOR

CIN:L74140GJ2010PLC062548 DIN: 03267951