Your Directors have pleasure in presenting the 32nd Annual Report together with the audited
statement of Accounts for the year ended 31st March, 2025.

FINANCIAL SUMMARY/ HIGHLIGHTS

The Summarized financial highlights of the Company are as under

(Amount in lacs)

PERFORMANCE DURING THE YEAR UNDER REVIEW

During the financial year ended 31st March, 2025, the Company reported a Total Income of ' 823.26
Lacs. The income was entirely derived from Other Income. The company is exploring new business
opportunities and trying to be fully operational.

The Total Expenditure stood at '19.88 Lacs, significantly lower as compared to ' 49.90 Lacs in the
previous year and '103.31 Lacs in FY 2022-23.The reduction in expenditure is due to the
repayment of the loan and the absence of interest payments.

As a result, the Company recorded a Profit Before Tax (PBT) of ' 803.39 Lacs as against a Loss of
' 49.90 Lacs in the previous year. After providing for taxation of ' 102.00 Lacs, the Profit After Tax

(PAT) stood at '701.39 Lacs, compared to a Loss of '49.90 Lacs in FY 2023-24 and a Loss of
'103.31 Lacs in FY 2022-23.

DIVIDEND

To strengthen the financial position of the Company and to augment working capital the directors of
the company regret to declare any dividend in the financial year under review.

RESERVES AND SURPLUS

The current year profit of ' 701.39 Lacs has been added to the Surplus at the beginning of the year of
' (232.71) Lacs. Accordingly, the Surplus aggregates to 468.68Lacs at the end of the year.

STATE OF COMPANY AFFAIRS:

The state of your Company's affairs is given under the heading 'Financial Summary/Highlights of
performance of the Company.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

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

SHARE CAPITAL

Authorized Capital:

During the year under review, there was no change in the Authorized share capital of your Company.
The Authorized Share Capital of the Company is Rs. 60,00,00,000/- (Rupees Sixty Crore Only)
divided into 20,00,00,000 (Twenty Crore Only) Equity Shares of Rs. 3/- (Rupees Three Only) each.

Issued, Subscribed & Paid-Up Capital:

The present Paid-up Share Capital of the Company is Rs. 23,06, 21,400/- (Rupees Twenty Three
Crore Six Lacs Twenty One Thousand and Four Hundred Only) divided into 7,68,73,800 (Seven
Crore Sixty Eight Lacs Seventy Three Thousand and Eight Hundred) Equity Shares of Rs.3/-
(Rupees Three Only) each.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF EQUITY SHARES:

During the year under review, the Company has not raised any funds through preferential issue of
equity shares. Accordingly, the disclosure requirements in respect of utilization of such funds are not
applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal financial Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are operating
effectively so as to ensure orderly and efficient conduct of business operations.

The Audit Committee formulates the scope, functioning, periodicity and methodology for conducting
the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating
the efficiency & adequacy of internal control systems in the Company, its compliance with operating
systems, accounting procedures and policies at all locations and submit their periodical internal
audit reports to the Audit Committee. Based on the internal audit report and review by the Audit
committee, process owners undertake necessary actions in their respective areas.

The internal auditors have expressed that the internal control system in the Company is robust and
effective. The Board has also put in place requisite legal compliance framework to ensure
compliance of all the applicable laws and that such systems are adequate and operating effectively.
The Company has in place adequate internal financial controls with reference to financial
statements. Such internal financial controls over financial reporting are operating effectively and the
Statutory Auditor has also expressed their opinion on the same in the Annexure to the Auditors
Report.

RISK MANAGEMENT

Risk is an integral part of any business and therefore, Risk Management is an important function that
the business management has to perform to ensure sustainable business growth. Company has
implemented an integrated risk management approach through which it reviews and assesses
significant risks on a regular basis to help ensure that there is a robust system of risk controls and
mitigation in place. Senior management periodically reviews this risk management framework to
keep updated and address emerging challenges. Major risks identified for the Company by the
management are Compliances of various applicable Laws, Regulatory changes, Manufacturing &
Supply, Litigation and Technological Changes. The management is however, of the view that none of
the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is
put in place to ensure that there is nil or minimum impact on the Company in case any of these risks
materialize.

SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of I ndia.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy (the “WB Policy") with a view to provide vigil mechanism
to Directors, Employees and other Stakeholders to disclose instances of wrongdoing in the
workplace and report instances of unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. The WB Policy also states that this mechanism provides
for adequate safeguards against victimization of Director(s)/ Employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee in
exceptional cases. The WB Policy has been posted on the website of the Company and the details of
the same are provided in the 'Report on Corporate Governance' forming part of this Annual Report.
The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have
been reported by employees/directors till date.

During the year under review, pursuant to the SEBI (Prohibition of Insider Trading) Amendment
Regulations, 2018 (the “Insider Trading Amendment") dated December 31, 2018 (together, the
“Insider Trading Regulations"), the said policy got modified to the effect of insertion of leakage of
Unpublished Price Sensitive Information (UPSI).

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

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure-I”

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

In accordance with the requirements of the Sexual Harassment of Employees at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act") along with the Rules made
thereunder, the Company has in place a policy which mandates no tolerance against any conduct
amounting to sexual harassment from employees at workplace.All employees (permanent,
contractual, temporary and trainees) are covered under the said policy. During the financial year
under review, the Company has not received any complaint of Sexual Harassment from employees
at Workplace.

The Company has constituted the Internal Complaints Committee and has complied with all the
provisions of Constitution of Committee for workplace to redress and resolve any complaints arising
under the POSH Act. Training / awareness programs are conducted throughout the year to create
sensitivity towards ensuring respectable workplace.

The Company has a 'Prevention of Sexual Harassment Policy' in force in compliance with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work
environment where employees deliver their best without any inhibition, threat or fear. The Company
has Zero Tolerance to any form of harassment especially if it is sexual in nature. The complaints filed
under the Policy are reported to the Audit Committee at its quarterly meetings with details of action
taken thereon.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act,
1961, as amended from time to time. The Company is committed to fostering a supportive and
inclusive work environment, and ensures that all relevant policies and practices are regularly
reviewed and aligned with the applicable statutory requirements.

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Articles
of Association of the Company, Mr. Nikhilesh Khandelwar (DIN: 06945684), Managing Director, is
liable to retire by rotation at the ensuing Annual General Meeting and, being eligible in terms of
Section 164 of the Act, has offered himself for re-appointment.

Mr. Arpit Ashok Khemani (DIN: 07891404) was appointed as a Non- Executive Independent Director
of the Company at the 31st Annual General Meeting (“AGM”) of the Company held on 26th
September, 2024. The Company has complied with the provisions of Section 149 of the Companies
Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in respect of his appointment.

Mr. Tirth Tapan Mazumdar (DIN: 07891495) was appointed as a Non- Executive Independent
Director of the Company at the 31stAnnual General Meeting (“AGM”) of the Company held on
26thSeptember, 2024. The Company has complied with the provisions of Section 149 of the
Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 in respect of his appointment.

Ms. Deepa Kishor Piplikar (DIN: 07941295) was appointed as a Non-Executive Director of the
Company at the 31st Annual General Meeting (“AGM”) of the Company held on 26th September,
2024. The Company has complied with the applicable provisions of the Companies Act, 2013 and
Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in
respect of her appointment.”

Ms. Gauri Bhagat (DIN: 06950001) and Mr. Pradeep Kishangopal Mundra (DIN: 06947188) retired
from the Directorship of the Company upon completion of their two consecutive terms as
Independent Directors, in accordance with the provisions of Section 149 of the Companies Act, 2013
and applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Their
retirement became effective from the conclusion of the 31st Annual General Meeting held on 26th
September, 2024.

The present Directors of the Company are as follows:

1. Nikhilesh Narendrakumar Khandelwal-Managing Director

2. Arpit Ashok Khemani-Independent Director

3. Tirth Tapan Mazumdar-Independent Director

4. Deepa Kishor Piplikar-Non Executive Director

Meeting of Board of Directors

During the year under the review, Five (5) Board meetings were held, with gap between Meetings
not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder.
Details of Board and Board committee meetings held during the year are given in the Corporate
Governance Report.

Board and Audit Committee Meetings:

During the FY 2024-25, the following Five (5) Board Meetings and Four (4)Audit Committee
Meetings were held on:

Time gap between any two meetings was not more than one hundred twenty (120)
days. The full details of the said meetings are given in the 'Report on Corporate
Governance' forming part of this Annual Report.

Committees of the Board:

There are currently Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of all the Committees along with their terms of reference, composition and
meetings held during the year, are provided in the “Report on Corporate Governance”,
as a part of this Annual Report.

Appointment criteria and qualifications:

• The Nomination and Remuneration Committee shall identify and ascertain the
integrity, qualifications, expertise and Experience of the person for appointment
as Director, Key Managerial Personnel (“KMP”) or at Senior Management level
and recommend the same to the Board for appointment, if found suitable;

• A person should possess adequate qualifications, expertise and experience for
the position he/ she is considered for appointment. The Committee has discretion
to decide whether qualifications, expertise and experience possessed by a
person are sufficient/ satisfactory for the concerned position; and

• The Company shall not appoint or continue the employment of any person as
Managing Director/ Whole time Director who has attained the age of seventy
years, provided that the term of the person holding this position may be extended
beyond the age of seventy years with the approval of shareholders by passing a
special resolution based on the explanatory statement annexed to the notice or
such motion indicating the justification for extension of appointment beyond
seventy years.

Meeting of Independent Directors:

There should be at least one meeting of Independent Directors in a year, without the
attendance of non-independent Directors and members of the Management.

Independent Directors in their meeting

• Review the performance of non-independent Directors including Managing
Director & CEO and the Board as a whole;

• Review the performance of the Chairperson of the Company, taking into account
the views of executive Directors and Non-executive Directors; and

• Assess the quality, quantity and timeliness of the flow of information between the
Company's management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

Independent Directors of the Company met on 28/02/2025 during the year, review
details of which are given in the Corporate Governance Report.

Policy of Directors Appointment and Remuneration

Company's policy on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under section 178(3) of the Act are covered under Nomination and
Remuneration Policy.

Board Evaluation

(i) Performance Evaluation of the Independent Directors and Other Individual
Directors:

The Company has framed a policy for Appointment of Directors and Senior
Management and Evaluation of Directors' Performance (“Board Evaluation
Policy”). The said policy sets out criteria for performance evaluation of
Independent Directors, other Non- Executive Directors and the Executive
Directors. Pursuant to the provisions of the Act and the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), the Board carries out the performance evaluation of
all the Directors (including Independent Directors) on the basis of
recommendation of the Nomination and Remuneration Committee and the criteria
mentioned in the Board Evaluation Policy. The Board decided that the
performance evaluation of Directors should be done by the entire Board of
Directors excluding the Director being evaluated and unanimously agreed on the
following assessment criteria for evaluation of Directors' performance:

• Attendance and active participation in the Meetings;

• Bringing one's own experience to bear on the items for discussion;

• Governance covering Awareness and Observance; and

• Value addition to the business aspects of the Company.

(ii) Performance Evaluation of Executive Director:

The performance of the Managing Director & CEO is evaluated on the basis of
achievement of performance targets/ criteria given to them by the Board from time
to time.

(iii) Performance Evaluation by the Board of its own performance and its
Committees:

The performance of the Board is evaluated by the Board in the overall context of
understanding by the Board of the Company's principle and values, philosophy
and mission statement, strategic and business plans and demonstrating this
through its action on important matters, the effectiveness of the Board and the
respective Committees in providing guidance to the management of the Company
and keeping them informed, open communication, the constructive participation
of members and prompt decision making, level of attendance in the Board
meetings, constructive participation in the discussion on the Agenda items,
monitoring cash flow, profitability, income & expenses, productivity & other
financial indicators, so as to ensure that the Company achieves its planned
results, effective discharge of the functions and roles of the Board etc. The
performance of the Committees is evaluated by the members of the respective
Committees on the basis of the Committee effectively performing the

responsibility as outlined in its Charter, Committee meetings held at appropriate
frequency, length of the meetings being appropriate, open communication &
constructive participation of members and prompt decision-making, etc.

(iv) Declaration by Independent Directors

The Company has received the requisite declarations from all Independent
Directors confirming that they meet the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 read with the rules made
thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed compliance with the provisions of
Schedule IV to the Act as well as the Company's Code of Conduct.

Further, in compliance with the provisions of Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, the
Independent Directors have confirmed their registration with the Independent
Directors' Data Bank maintained by the Indian Institute of Corporate Affairs (IICA)
for a period of one year / five years / lifetime, as applicable, and that there has been
no change in the circumstances affecting their status as Independent Directors
during the year under review.

(v) Evaluation of Individual and Independent Director

The performance of the Independent Directors as well as Individual Directors
including the Chairman of the Board were evaluated based on the evaluation
criteria laid down under the Nomination and Remuneration Policy and the Code of
Conduct as laid down by the Board.

The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution
of the individual director to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

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

(vi) Annual Performance Evaluation

The Board carries out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its committees.
The performance of the board was evaluated by the board after seeking inputs
from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc. and
the performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of criteria such as the
composition of committees, effectiveness of committee meetings etc

In a separate meeting of independent directors, performance of non-independent
directors, the chairman of the Company and the board as whole was evaluated,
taking into account the views of executive directors and non-executive directors.
The Board reviewed the performance of individual directors on the basis of criteria
laid by Nomination & Remuneration such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings
etc.

In the board meeting that followed the meeting of the independent directors, the
performance of the board, its committees, and individual directors was also
discussed. The performance evaluation of the Independent Directors was
completed. The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent Directors. The Board
of Directors expressed their satisfaction with the evaluation process.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors
hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended
March 31, 2025, the applicable Accounting Standards had been followed and
there are no departures;

ii. Accounting policies have been selected and applied consistently and judgments
and estimates made that are reasonable and prudent so as to give true and
fairview of the state of affairs of the Company at the end of the financial year March
31,2025 and of the profit of the Company for that year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this act for safeguarding
the assets of the Company and detecting fraud and other irregularities;

iv. Annual accounts for the year ended March 31, 2025 have been prepared on a
going concern basis.

v. Proper Internal financial controls are in placed in the Company and such internal
financial controls are adequate and operating effectively.

vi. Proper Systems have been devised to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively

STATUTORY AUDITORS

Members are hereby informed that M/s. Rahul S Gupta & Associates, Chartered
Accountants, Nagpur (Membership Number 133745), who were appointed as the
Statutory Auditors of the Company in the 31st Annual General Meeting of the Company,
have tendered their resignation on 14th August,2025, for the FY 2025-26 onwards. The
resignation has been submitted on ethical grounds, as the firm is presently undergoing
the process of obtaining a Peer Review Certificate from the Institute of Chartered
Accountants of India (ICAI). As per the regulatory framework under the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, such certification is mandatory for firms conducting statutory audits of listed
entities.

In accordance with Regulation 30 read with Schedule III of the SEBI (LODR)
Regulations, 2015, and Section 140(2) of the Companies Act, 2013, the Company has
made appropriate disclosures to the stock exchanges.

The resigning auditors have confirmed that there are no concerns, disputes, or
qualifications connected with their resignation and that the decision was purely due to
procedural delays in obtaining the required Peer Review Certificate from ICAI.

The Board of Directors, at its meeting held on 14th August, 2025 noted and accepted
the resignation, and placed on record its sincere appreciation for the professional
services rendered by M/s. Rahul S Gupta & Associates, Chartered Accountants,
Nagpur (Membership Number 133745) during their tenure.

In view of the above, the Company has initiated the process for appointment of new
Statutory Auditors in accordance with the provisions of Sections 139 and 140 of the
Companies Act, 2013 and other applicable laws.

It is now proposed to appoint M/s. Sanjay Chindaliya & Company., (Firm Registration
No.: 114779W), Chartered Accountants, Nagpur as the Statutory Auditors of the
Company, for a term of five consecutive years, from the conclusion of the ensuing
Annual General Meeting (AGM) in 2025 until the conclusion of the AGM to be held in the
year2030.

The Board of Directors, based on the recommendation of the Audit Committee, has
approved the appointment of M/s. Sanjay Chindaliya & Company., for the said term,
subject to approval of shareholder in general meeting at a remuneration to be mutually
agreed between the Board and the auditors.

The Board has recommended appointment of M/s. Sanjay Chindaliya & Company.,
(Firm Registration No.: 114779W), Chartered Accountants, Nagpur as the Statutory
Auditors of the Company.

INDEPENDENT AUDITORS' REPORT

There is no qualification remark in the Independent Auditors' Report.

SECRETARIAL AUDIT, AUDITORS AND SECRETARIAL AUDITORS' REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has appointed M/s. Rupa Gupta,
Practicing Company Secretary, as the Secretarial Auditor of the Company for the
financial year 2024-25.

The Secretarial Audit Report for the financial year 2024-25 in Form MR-3, as issued by
the Secretarial Auditor, is annexed herewith as Annexure - III and forms an integral part
of this Report. The Report confirms that the Company has complied with the applicable
provisions of the Companies Act, 2013, SEBI Regulations, and other applicable laws.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark, or disclaimer.

The Board of Directors has appointed M/s. Gupta Rupa & Associates, Practicing
Company Secretaries (Peer Review No. 12013WB1001500), Proprietorship firm of Ms.
Rupa Gupta (FCS 12465), as the Secretarial Auditor of the Company for a term of five
(5) consecutive financial years from 2025-26 to 2029-30, on such remuneration as may
be approved by the Board of Directors of the company, and same is recommended for
approval of members.

COST AUDIT REPORT

The provisions of Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014 are not applicable to the Company. Accordingly,
maintenance of cost records and audit thereof is not required for the financial year
2024-25.

AUDIT COMMITTEE

Details of Composition of Audit Committee are covered under Corporate Governance
Report annexed with this report and forms part of this report. Further, during this year all
the recommendations of the Audit Committee have been accepted by the Board.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and Rules framed there under either to the Company or to the Central
Government.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary and Joint Venture company as on
31.03.2025.

Rariety Agencies Limited Cease to be associate company of the company with effect
from 28th February, 2025.

Since Company does not have any subsidiary, Associate and Joint Venture company as
on 31.03.2025, Preparation of consolidation of account is not applicable to the
company.

RELATED PARTY TRANSACTIONS

There was only one related party transaction entered by the Company and disclosure in
Form AOC-2 is provided as Annexure -II.

All the contracts/arrangements/transactions entered into by the Company with the
related parties during the financial year 2024-25 were in the ordinary course of business
and on an arm's length basis as disclosed in the financial statements and were reviewed
and approved by the Audit Committee. The details of related party disclosure form a part
of the notes to the financial statements provided in the annual report.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits
details of related party transactions as per the format specified in the relevant

accounting standards to the stock exchanges on a half-yearly basis.

DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no Corporate Insolvency Resolution Process/
proceedings were initiated by / against the company under Insolvency and Bankruptcy
Code, 2016.

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 ALONG WITH THE REASONS
THEREOF:

The disclosure is not applicable as the Company has not undertaken any one-time
settlement with the banks or financial institutions during the year.

INSURANCE:

All the Properties of the Company are adequately insured, if any.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-under with
subsequent amendments thereto, in respect of employees of as shown below:

a. Employed throughout the year and in receipt of remuneration aggregating to
Rs.1,02,00,000/- or more - Nil

b. Employed for part of the year and in receipt of remuneration of Rs.8,50,000/- or
more per month - Nil

Note: Remuneration includes salary and value of perquisites and nature of
employment is Contractual.

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (with subsequent amendments
thereto) is annexed with this report and forms part of this report as “Annexure-IV”

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013

The Company has disclosed the full particulars of the loans given, Investments made,
Guarantees given or Securities provided as covered under the provisions of Section
186 of the Companies Act, 2013, in the notes to the Financial Statements forming a part
of this Annual Report.

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's 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. Board of Directors and the designated
employees have confirmed compliance with the Code.

The Company has adopted and amended its Code of Conduct for Prevention of Insider
Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India
(Prohibition of Insider Trading) (Amendment) Regulations, 2018. All Board Directors
and the designated employees have confirmed compliance with the Code.

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate
Governance by allowing paperless compliances by Companies through electronic
mode. Your Company supports the Green Initiative and has accordingly decided to
send necessary communications to its Shareholders to their respective registered E¬
mail addresses. Your Company appeals its Shareholders, who are yet to register the E-

mail addresses that they take necessary steps for registering the same so that you can
also become a part of the initiative and contribute towards a Greener environment.

CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The
company complies with corporate governance requirements specified in regulation 17
to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Report on Corporate Governance which forms a part of this
Report has been annexed herewith as “Annexure-V”

The Managing Director cum Chief Executive Director and Chief Financial Officer have
certified to the Board with regard to the financial statements and other matters as
required under Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming
part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable to the Company as none of the thresholds specified
therein were met during the preceding financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The core business of the company is Trading and developers sector. The management
discussion and analysis given below discusses the key issues of the Trading and
developers sector. The Report on Management Discussion and Analysis which forms a
part of this Report has been annexed herewith as “Annexure-VI”.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 526873 & security id: RAJGASES. The Company confirms that the annual listing
fee to the stock exchange for the financial year 2025-26 has been paid.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your 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).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and
company's operations in future.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section
92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management
and Administration)Rules, 2014 are placed on the website of the Company and is
accessible at www.rajasthangasesltd.com.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company has a constant focus on attracting, developing and retaining talent. We
believe that our employees are our key strength, and their development and well-being
is crucial to sustaining organizational success.

The company is constantly engaging in several initiatives to develop employees
holistically to ensure that we have competent employees is all areas of the business.
We are implementing several robust HR practices and processes to enhance employee
experience, engagement and enablement to deliver exemplary results. Some of these

initiatives include structured talent management processes, leadership development,
competency development, identifying and ring-fencing key employees occupying key
roles, employee engagement and well-being, rewards and recognition, performance
management and soon. Having implemented the Behavioral Competency Framework
with a focus on leadership development, Functional Competency Frame work is being
institutionalized to enhance technical and functional expertise. The right environment
and resources are provided to ensure research capabilities of employees are
developed and honed to develop in-house products with sound safety, quality and
reliability standards. Leadership development initiatives include providing the
necessary experience, exposure andeducation to ensure employee readiness to
execute critical roles and responsibilities. We have a robust induction and training
process for new talent, to ensure safety and quality standards are adhered to. All new
employees are required to go through detailed technical and behavioral trainings in the
irrespective domain areas to ensure productivity is achieved.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has inter alia, received the following declarations from all the
Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the
Act, read with the Schedule and Rules issued thereunder, and the Listing
Regulations. In the opinion of Board there has been no change in the
circumstances affecting their status as Independent Directors of the Company;

2. They have complied with the Code for Independent Directors prescribed under
Schedule IV to the Act; and

3. They have registered themselves with the Independent Director's Database
maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified forbeing appointed as Directors
as specified in Section 164(2)of the Act and Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

Cyber Security

The Company has a comprehensive policy on data privacy. The Company is committed
to providing the highest level of protection regarding the processing of its employees,
vendors' and customers' personal data based on applicable data protection laws and
regulations. During the year under review, there were no reported instances of issues
regarding cyber security, data privacy of customers or product recalls.

We have adhered to best practices in security. Efforts are in place to continually
strengthen the quality assurance systemand to improve delivery timelines.In view of
increased cyber attack scenarios, the cyber security maturity is reviewed periodically
and the processes, technology controls are being enhanced in-line with the threat
scenarios. Your Company's technology environment is enabled with realtime security
monitoring with requisite controls at various layers starting from end user machines to
network, application and the data.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report.
However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the report and the financial statements are being sent to the members of the Company
excluding statement of particulars of employees under rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member
is interested in obtaining the copy of the said statement may write to the Company
Secretary in advance.

• Familiarization Program of the Independent Directors

Periodic presentations are made by Senior Management, Statutory and Internal
Auditors at the Board/Committee meetings on business and performance updates
of the Company, global business environment, business risks and its mitigation
strategy, impact of regulatory changes on strategy etc. Updates on relevant
statutory changes encompassing important laws are regularly intimated to the
Independent directors.

• 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.

• Development in Human Resources / Industrial Relations

The Company recognizes that the Employees are the most valuable resource and
endeavors to empower its employees to meet business excellence while meeting
their career aspirations. It continues to focus on progressive employee relation,
policies and building high performance culture with the growth mindset where
employees are engaged, productive and efficient. Industrial relations were cordial
throughout the year.

• Cautionary Statement

Management Discussion and Analysis forming part of this Report is in compliance
with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and such statements may be “forward-looking” within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference to the
Company's operations include economic conditions affecting demand / supply
and price conditions in the domestic and overseas markets in which the Company
operates, changes in the Government regulations, tax laws and other statutes and
other incidental factors.

• Annexure to this Report

The following are the annexure to this report:

i. Conservation of energy, technology absorption, Research and development
and foreign exchange earnings and outgo in Annexure -I.

ii. Form AOC - 2 in Annexure - II.

iii. Secretarial Audit Report (Form MR-3) in Annexure -III.

iv. Annual Secretarial Compliance Report as per SEBI LODR Regulation - IIIB

v. Particulars of Remuneration in Annexure -IV

vi. Corporate Governance Report in Annexure-V

vii. Management Discussion And Analysis Annexure -VI

AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY

No agreements have been entered / executed by the parties as mentioned under clause
5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the
Management or Control of the Company or impose any restriction or create any liability
upon the Company.

ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers,
Shareholders, Government Departments, Bankers and Suppliers of the Company. The
Board also wishes to pay tribute to all the employees of the Company for their splendid
commitment and dedication.

On behalf of the Board of Directors
Rajasthan Gases Limited
Sd/- Sd/-

Nikhilesh Khandelwal Deepa Kishor Piplikar

Managing Director Director

DIN :06945684 DIN :07941295

Place: Nagpur
Dated: 14/08/2025