The Board of Directors ('Board') are pleased to present the 14th (Fourteenth) Annual Report of Rajputana Industries Limited forthe financial year ended March 31, 2025—a historic year as the Company got successfully listed on the Emerge Platform ofNational Stock Exchange of India in August 2024. The report outlines the affairs, business performance, and operations of theCompany, along with the Audited Financial Statements for the financial year ended March 31, 2025.
The summarized Financial Performance of your Company for the financial year ended March 31, 2025 is as follows:
Particulars
FY 2024-25(? in Lakhs)
FY 2023-24(? in Lakhs)
Revenue from Operations
55,240.81
32,650.56
Other Income
72.00
50.73
Total Income
55,312.81
32,701.29
Profit Before Depreciation, Finance Costs, Exceptional items and TaxExpense
1,892.12
1,815.78
Less: Depreciation & Amortization Expenses
280.96
251.09
Less: Finance Cost
500.00
877.80
Profit Before Tax
1,111.16
686.89
Less: Tax Expenses (Current & Deferred)
284.25
174.25
Profit After Tax
826.91
512.64
Total Comprehensive Income
821.39
513.35
Earnings per share (Nominal value per share Rs. 10/-) Basic & Diluted
4.15
3.34
Note: Previous year's figures have been regrouped and rearranged wherever necessary.
The Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordancewith the Indian Accounting Standard ('Ind AS') as notified by the Ministry of Corporate Affairs and as amended from time totime. The Company recorded strong operational and financial performance during the year under review. The total revenuefrom operations stood at ' 55,240.81 Lakhs as compared to ' 32,650.56 Lakhs in the previous financial year, reflectingsignificant growth. The Profit Before Tax (PBT) increased to ' 1,111.16 Lakhs from ' 686.89 Lakhs in the previous year,showcasing improved operational efficiency and effective cost management. Consequently, the Profit After Tax (PAT) alsorose to ' 826.91 Lakhs, as against ' 512.64 Lakhs in the previous year, underscoring the Company's continued focus on valuecreation and sustained profitability.
The Board has decided not to recommend any dividend for the financial year 2024-25 in order to conserve resources forfuture business expansion.
During the year under review, the Company did not have any unpaid or unclaimed dividend or other amounts lying with itfor a period of seven years or more. Accordingly, no amount was required to be transferred to the Investor Education andProtection Fund ('IEPF') pursuant to the provisions of Section 125 of the Companies Act, 2013 ('Act').
Pursuant to provisions of section 134(3)(j) of the Act no amount has been proposed to be carried to any Reserves during theyear under review.
During the year under the review there was no change in the nature of business of the Company.
No material changes and commitments affecting the financial position of the Company have occurred between the end ofthe financial year and the date of this report.
Your Company's equity shares are listed on the SME Platform of the National Stock Exchange of India Limited (NSE -Emerge). The Company has duly paid the annual listing fees for the financial year 2025-26.
The equity shares of the Company are admitted for dematerialization and bear the International Securities IdentificationNumber (ISIN): INE0PCU01012, ensuring electronic connectivity through both NSDL and CDSL.
The Company has paid Annual Custody / Issuer fee to both Depositories based on invoices received from the Depositoriesand there is no outstanding payment as on date.
To provide efficient services to shareholders and investors, the Company has appointed M/s. Bigshare Services PrivateLimited, having its office at Pinnacle Business Park, Office No. S6-2, 6th Floor, Mahakali Caves Road, next to Ahura Centre,Andheri East, Mumbai - 400093, as its Registrar and Share Transfer Agent (RTA). They provide services related to sharetransfers, secretarial support, and dematerialization/rematerialization processes.
During the year under review, the Company successfully raised equity capital through its Initial Public Offering ('IPO').Following the IPO, there has been no further change in the capital structure of the Company during the financial year 2024¬25.
During the financial year 2024-25, the Company altered its authorised and paid-up share capital in accordance with theprovisions of the Companies Act, 2013, to accommodate the IPO and listing requirements.
As on March 31, 2025, the Authorised Share Capital of the Company stood at ?24,50,00,000 (Rupees Twenty-Four Croresand Fifty Lakhs), divided into 2,45,00,000 (Two Crores Forty-Five Lakhs) equity shares of ? 10/- each.
The Issued, Subscribed and Paid-up Share Capital of the Company stood at ? 22,21,50,000 (Rupees Twenty-Two CroresTwenty-One Lakhs Fifty Thousand), comprising 2,22,15,000 (Two Crores Twenty-Two Lakhs Fifteen Thousand) equityshares of ? 10/- each.
The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
The Company has neither issued any debentures nor undertaken any buy-back of its securities during the year under review.
During the year under review, your Company has not accepted any deposits or there is no amount which has been consideredas deemed deposit within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules,2014 (as amended) from the public and as such no amount of principal or interest remained unpaid or unclaimed at theend of the financial year March 31, 2025, although there were some transactions made by the company not considered asdeposit as per rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules, 2014.
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI (LODR)Regulations, 2015'), compliance with the provisions related to Corporate Governance is not mandatory for companies listedon the SME Platform.
As per the said regulation, the Corporate Governance provisions do not apply to:
a) Listed entities with a paid-up equity share capital not exceeding '10 crore and net worth not exceeding '25 crore, ason the last day of the previous financial year;
b) Listed entities which have listed their specified securities on the SME Exchange.
Since the equity shares of the Company are listed on the EMERGE Platform of the National Stock Exchange of IndiaLtd. (NSE), the Company falls under the exemption category specified in clause (b) above. Accordingly, the provisions ofRegulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Paras C, D, and E of Schedule V of the SEBI(LODR) Regulations, 2015 are not applicable to the Company. Therefore, a Corporate Governance Report does not form partof this Annual Report for the financial year 2024-25.
Your Company's Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (LODR)Regulations, 2015 and provisions of the Articles of Association of the Company.
Composition of board of directors:
i) As at March 31, 2025, the Board of Directors comprised six (6) members, including two (2) Executive Directors andfour (4) Non-Executive Directors, three (3) of whom are Independent Directors. This composition ensures a robustmix of executive insight and independent judgment, in line with regulatory requirements and benchmark governancestandards. The composition of the Board during the financial year ended March 31, 2025, was fully compliant with theprovisions of Regulation 17 of the SEBI (LODR) Regulations, 2015, Section 149 of the Act, and the Company's Articlesof Association.
ii) None of the Directors on the Board hold the office of Director in more than 20 companies, including 10 publiccompanies, as disclosed under Section 184 of the Act read with Rules framed thereunder.
iii) None of the Independent Directors serve as Independent Director in more than 7 listed entities and none of theIndependent Directors who are Whole-time Directors/ Managing Directors in a Listed Entity serves as IndependentDirector in more than 3 listed entities. Furthermore, none of the Whole-time Directors/ Managing Director of theCompany serves as Independent Directors in any listed entities.
iv) In accordance with Regulation 26 of the SEBI (LODR) Regulations, 2015, none of the Directors is a member of morethan 10 committees or acts as chairperson of more than 5 committees [the committees being the Audit Committeeand Stakeholders' Relationship Committee] across all public limited companies in which he/ she is a director.
v) All Non-Independent Directors are liable to retire by rotation. None of the aforesaid directors of the Company arerelated to each other.
vi) The Company has not issued any convertible instrument till date, therefore, none of the Non-Executive Director holdany such instrument.
vii) Brief profiles of the Directors are available on the Company's official website at: www.rajputanaindustries.comThe details of the directorships held by each Director, as on March 31, 2025, are as under:
Sl. No.
Name of Director
Designation
DIN No.
1.
Ms. Shivani Sheikh
Managing Director (Executive)
02467557
2.
Mr. Sheikh Naseem
Whole-Time Director (Executive)
02467366
3.
Mr. Sudhir Garg
Director (Non - Executive)
06886080
4.
Mr. Shubham Jain
Independent Director (Non - Executive)
10240789
5.
Mr. Arpit Kumar Dotasra
09580712
6.
Mr. Vekas Kumar Garg
06404342
Disclosure of Relationships between Directors Interest:
Name of Directors
Relationship with other Directors
Husband of Ms. Shivani Sheikh
Wife of Mr. Sheikh Naseem
In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Sheikh Naseem (DIN:02467366) is liable to retire by rotation at the 14th Annual General Meeting and being eligible offers himself for re-appointment.Based on the recommendations of the Nomination and Remuneration Committee ('NRC'), the Board recommends the re¬appointment of Mr. Sheikh Naseem as director liable to retire by rotation.
The brief resume and other details as required under the Regulation 36(3) of the SEBI (LODR) Regulations, 2015 of the Directorsseeking re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms a part of theAnnual Report.
Ms. Sonal Jain who was appointed as Company Secretary & Compliance Officer of the Company w.e.f. May 20, 2023, hasresigned from the services of the Company effective from May 6, 2025. The Board placed on record the valuable guidanceand support received from her during the tenure.
The Board of Directors of the Company at its meeting held on May 15, 2025, based on the recommendation of NRC, hasappointed Ms. Preeti Khatore as the Company Secretary & Compliance Officer of your Company.
The following persons have been designated as Key Managerial Personnel (hereinafter referred to as "KMP”) of the Companyin accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Rules framed there under:-
Name of KMP
Managing Director
Whole-Time Director
Mr. Kamlesh Kumawat
Chief Financial Officer
Ms. Preeti Khatore
Company Secretary & Compliance Officer
During the year, there has been no other change in the Key Managerial Personnel of the Company. Details pertaining to theirremuneration have been provided in the copy of Annual Return available on the website of the Company under the web linkwww.rajputanaindustries.com. None of the KMP of the Company is holding office in any other Company as KMP and noneof the Directors/ KMP of Company is disqualified.
Statement of Declaration given by Independent Directors
The Company has received necessary declaration of independence from all Independent Directors of the Company, underSection 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act andrules made thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and is not disqualified from continuingas Independent Directors.
The Independent Directors have also confirmed that they have registered themselves with the Independent Director'sDatabase maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from allthe Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in ScheduleIV of the Act and also statement on compliance of code of conduct for Directors and Senior Management Personnelformulated by Company.
Performance evaluation criteria for Independent Directors
Pursuant to applicable provisions of the Act and SEBI (LODR) Regulations, 2015, the Board, in consultation with its NRC,has formulated a framework containing, inter-alia, the criteria for performance evaluation of the Independent Directors,Board of Directors, Committees of Board, Individual Directors including Managing Director and Non- Executive Directorsand Chairman of the Board.
An indicative list of factors that may be evaluated including but not limited to certain parameters like attendance andcontribution of the Director at Board/ Committee Meetings, adherence to ethical standards and code of conduct of theCompany, inter-personal relations with other Directors, meaningful and constructive contribution and inputs in the Board/Committee meetings which is in compliance with applicable laws, regulations and guidelines.
Separate meeting of Independent Directors
In accordance with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 a separate meeting ofthe Independent Directors is convened annually. This exclusive meeting provides a platform for objective discussions onkey governance matters, including the following:
S Evaluation of the performance of Non-Independent Directors and the Board as a collective body;
S Assessment of the performance of the Chairperson, considering inputs from both Executive and Non-ExecutiveDirectors;
S Review of the adequacy, timeliness, and quality of information flow between the management and the Board, enablingthe Board to discharge its duties effectively and in an informed manner.
In respect of the financial year 2024-25, the Independent Directors met once on November 9, 2024 without the presenceof any Non-Independent Director or representatives of management.
The Board met 14 (fourteen) times during the financial year under review. The meetings were conducted with propernotice and quorum, and proceedings were duly recorded. The Board meets at least once in every quarter to review thequarterly results and other items on the agenda and additional meetings are held to address specific needs and businessrequirements of your Company. In case of business exigencies, the Board approvals are taken either by passing resolutionsthrough circulation or convening meetings at shorter notice, as permitted by the law. The Meetings of the Board of Directorswere held at the registered office of the Company situated at F-269(B), Road No. 13 VKIA, Jaipur 302013, Rajasthan. Thenotices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board andCommittee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to takeinformed decisions. All observations, recommendations and decisions of the Committees were placed before the Boardfor consideration and approval.
During the financial year 2024-25, 14 (fourteen) meetings were convened and held on April 30, 2024; May 6, 2024; May 29,2024; July 10, 2024; July 15, 2024; July 19, 2024; July 23, 2024; July 29, 2024; August 2, 2024; August 29, 2024; November9, 2024; January 4, 2025; March 11, 2025; March 27, 2025. The gap between two consecutive Board meetings did not exceedone hundred twenty (120) days as prescribed under the Act and the SEBI (LODR) Regulations, 2015. The necessary quorumwas present at all the meetings.
Serial No.
Date of the meeting
Board Strength
No. of Directors Present
April 30, 2024
6
May 6, 2024
5
May 29, 2024
July 10, 2024
July 15, 2024
July 19, 2024
7.
July 23, 2024
8.
July 29, 2024
4
9.
August 2, 2024
10.
August 29, 2024
11.
November 9, 2024
12.
January 4, 2025
13.
March 11, 2025
14.
March 27, 2025
Number of meetings attended by each director are as follows:
Serial
No.
Meetings of Board
No of Meetings which wereentitled to attend
Number of meetingsattended
% of attendanceof Directors
1
Mrs. Shivani Sheikh
14
100
2
3
12
86
11
79
As on March 31, 2025, the Board has 4(Four) committees as per the provisions of the Companies Act, 2013 and SEBI (LODR)Regulations, 2015 read with rules, made thereunder, with proper composition of its members which are focused onfinancial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and SeniorManagement Employees and the risk management framework. The Board periodically evaluates the performance of all theCommittees as a whole. All observations, recommendations and decisions of the Committees are placed before the Boardfor consideration and approval.
The Company has constituted the following Committees in compliance with the Act and SEBI (LODR) Regulations, 2015:
A. Audit Committee
B. Nomination & Remuneration Committee
C. Stakeholders Relationship Committee
D. Internal Complaints Committee
The composition of the above Committees is disclosed as follows:
The Board of Directors of your company has duly constituted Audit Committee in terms of the provisions of Section177 of the Act read with the Rules framed thereunder and Regulation 18 of the SEBI (LODR) Regulations, 2015. The AuditCommittee comprises of
Chairman - Independent Director(Non- Executive)
Member - Independent Director(Non- Executive)
as Members of the Committee as on March 31, 2025. The powers, role and terms of reference of the Audit Committeecovers the areas as contemplated under Regulation 18 of SEBI (LODR) Regulations, 2015 and Section 177 of the Act and suchother functions as may be specifically delegated to the Committee by the Board from time to time. The primary objectiveof the Committee is to monitor and provide an effective supervision of the management's financial reporting process, toensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.The Board has accepted all recommendations made by the Audit Committee during the year.
i) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure thatthe financial statement is correct, sufficient and credible.
ii) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of thestatutory auditor and the fixation of audit fees.
iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
iv) Reviewing, with the management, the annual financial statements before submission to the board for approval, withparticular reference to:
a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report interms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b) Changes, if any, in accounting policies and practices and reasons for the same;
c) Major accounting entries involving estimates based on the exercise of judgment by management;
d) Significant adjustments made in the financial statements arising out of audit findings;
e) Compliance with listing and other legal requirements relating to financial statements;
f) Disclosure, review and approval of any related party transactions;
g) Qualifications in the draft audit report.
v) Reviewing, with the management, the quarterly/half yearly/annual financial statements before submission to theBoard for approval.
vi) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offerdocument/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take upsteps in this matter.
vii) reviewing and monitoring the auditor's independence, performance and effectiveness of audit process.
viii) approval or any subsequent modification of transactions of the company with related parties;
ix) scrutiny of inter-corporate loans and investments;
x) valuation of undertakings or assets of the company, wherever it is necessary;
xi) evaluation of internal financial controls and risk management systems;
xii) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal controlsystems;
xiii) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency of internalaudit.
xiv) discussion with internal auditors any significant findings and follow up there on.
xv) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
xvi) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post¬audit discussion to ascertain any area of concern.
xvii) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (incase of non-payment of declared dividends) and creditors.
xviii) to oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards againstvictimization of employees and directors who avail of the vigil mechanism and also provide for direct access to theChairperson of the Audit Committee in appropriate and exceptional cases.
xix) call for comments of the auditors about internal control systems, scope of audit including the observations of theauditor and review of the financial statements before submission to the Board;
xx) approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance functionor discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
xxi) to investigate any other matters referred to by the Board of Directors;
xxii) carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee also reviews the following information:
i) Management discussion and analysis of financial information and results of operations;
ii) Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;
iv) Internal audit reports relating to internal control weaknesses; and
v) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit
Committee.
vi) Statement of deviations:
a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s)in terms of Regulation 32(1).
b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice interms of Regulation 32(7).
4 (four) Audit Committee Meetings were held during the financial year 2024-25. The dates on which the meetings were held are
April 30, 2024; May 4, 2024; August 29, 2024; December 20, 2024.
Name of the Member
Position
Status
Attendance at the Committee Meeting held during the F.Y. 2024-25
May 4, 2024
December 20, 2024
Mr. Arpit KumarDotasra
Chairman
Independent
Director
Yes
Mr. Vekas KumarGarg
Member
Mr. Kamlesh Kumawat, Chief Financial Officer (CFO) of the Company, was present in all the meetings of the Audit Committeeheld during the financial year, and actively participated in the deliberations by providing necessary financial insights andclarifications as required.
Ms. Sonal Jain, who served as the Secretary to the Audit Committee, also attended all the meetings and assisted the Committeein conducting its proceedings effectively by ensuring proper recording of minutes and supporting the Committee with secretarialand compliance-related matters.
The Board of Directors of your company has duly constituted NRC in terms of the provisions of Section 178 of the Act readwith the Rules framed thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The Committee comprises of :
Name of Member
as members of the Committee as on March 31, 2025. The powers, role and terms of reference of the Nomination and
Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (LODR) Regulations, 2015 and
Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all
recommendations made by the Nomination and Remuneration Committee during the year.
i) formulate the criteria for determining the qualifications, positive attributes and independence of a director andrecommend to the Board a policy relating to, the remuneration for directors, KMPs and other employees.
ii) identifying persons who are qualified to become directors and may be appointed in senior management in accordancewith the criteria laid down, and recommend to the Board of Directors their appointment and removal.
iii) formulation of criteria for evaluation of performance of independent directors and Board of Directors.
iv) devising a policy on diversity of board of directors.
v) deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of thereport of performance evaluation of independent directors.
vi) decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of ExecutiveDirectors.
vii) define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate theperformance and determine the amount of incentive of the Executive Directors for that purpose.
viii) decide the amount of Commission payable to the Whole time Director / Managing Directors.
ix) review and suggest revision of the total remuneration package of the Executive Directors keeping in view theperformance of the Company, standards prevailing in the industry, statutory guidelines etc.
x) to formulate and administer the Employee Stock Option Scheme.
1 (one) meeting of NRC was held during the year 2024-25. The date on which the meetings was held is 4th May, 2024. Theattendance of each Member at the NRC Meetings held during the financial year 2024-25 are as follows:
Meetings of Committee
No. of Meetings which wereentitled to attend
Number ofmeetings attended
% of attendance ofMember
Mr. Kamlesh Kumawat, Chief Financial Officer (CFO) of the Company, was also present at all the meetings of the Nominationand Remuneration Committee during the year. Ms. Sonal Jain, Secretary of the NRC, attended all the meetings held during thefinancial year.
Detail of remuneration to the executive directors for financial year 2024-25 is as under:
The remuneration of Directors is based on various factors like Company's size, economic and financial position and Directors'participation in Board and Committee meetings. Based on these factors and the performance evaluation of the concerneddirector, NRC recommends to the Board the remuneration payable to Directors. The Company pays remuneration to itsExecutive Director, Managing Director and Whole-time Director and others by way of salary, perquisites and allowances, withinthe range as approved by the shareholders, wherever applicable and as per the Act. The Board approves all the revisions insalary, perquisites and allowances to directors subject to the overall ceiling prescribed by Sections 197 and 198 of the Act.
Non-Executive Independent Directors are entitled to sitting fees as determined by the Board from time to time and subject tostatutory provisions.
The Non-Executive Independent Directors are entitled to sitting fees as determined by the Board from time to time and subjectto statutory provisions. The remuneration structure comprises a combination of fixed and variable components. The Companyalso reimburses expenses to the directors for attending the meeting of the Board and its Committees. Apart from reimbursementof expenses and remuneration as aforesaid, none of the non-executive directors has any other pecuniary relationships ortransactions with the Company, their Promoters or Directors. There was no commission paid by the Company to its managingdirector or whole-time directors, so no disclosure required in pursuance of section 197(14) of the Companies Act, 2013.
Executive Directors (Managing Director/ Whole-time Director)
Salary
Sitting Fee
Bonus
Stock
Option
Others (Benefits,Pension etc.)
Total Remuneration
24.00
—
36.00
During the year under review, no performance-linked incentives have been provided to any director of the Company.
Details of service contracts, notice period and severance fee
The tenure of office of the Managing Director and Whole-time Directors is for 5 (five) years from their respective date ofappointment and can be terminated by either party by giving six months'/three months' notice in writing as per their respectiveterms of appointment. The independent directors are appointed for a term of five/three years. The service contracts andnotice period are not applicable to Non-Executive and/or Independent Directors. There is no separate provision for payment ofseverance fees.
C. Stakeholders' Relationship Committee
The Board of Directors of your company has duly constituted Stakeholders' Relationship Committee ("SRC”) in terms of theprovisions of Section 178 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 20 of the SEBI(LODR), Regulations, 2015. The SRC comprises of :
as members of the Committee. The composition and terms of reference of the Committee are in full compliance with theaforementioned regulatory requirements.
The Committee plays a vital role in fostering stakeholder engagement and ensuring transparency, reflecting the Company'songoing commitment to high standards of corporate governance. By effectively addressing stakeholder concerns andexpectations, the Committee significantly contributes to strengthening the Company's credibility, trustworthiness, andsustainable growth.
The primary responsibility of the Committee is to oversee the redressal of shareholder and investor grievances. This includesmatters related to the transfer and transmission of shares, non-receipt of annual reports, non-receipt of declared dividends,and other related issues.
i) allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and viceversa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recordingtransfers have been fully utilized.
ii) issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.
iii) review the process and mechanism of redressal of Shareholders' /Investor's grievance and suggest measures of improvingthe system of redressal of Shareholders' /Investors' grievances.
iv) non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non¬receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out indischarge of his duties.
v) oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directlyreceived and resolved them.
vi) oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of InsiderTrading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading)Regulations, 2015 as amended from time to time.
vii) any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolutionpassed by it in a duly conducted Meeting, and
viii) carrying out any other function contained in the equity listing agreements as and when amended from time to time.
1 (One) SRC Meeting was held during the financial year 2024-25. The date on which the meeting was held are January 4, 2025.
The attendance of each Member at the SRC Meeting held during the financial year 2024-25 is as follows:
Mr. Kamlesh Kumawat, Chief Financial Officer (CFO) of the Company, was also present at all the meetings of the SRC during theyear. Ms. Sonal Jain, Secretary of the SRC, attended all the meetings held during the financial year.
Stakeholders' grievance redressal
The Company's Secretarial Department, in coordination with its Registrar and Share Transfer Agent, diligently addresses allshareholder grievances received directly or through various regulatory platforms such as the SEBI Complaints Redress System(SCORES), Stock Exchanges, and the Registrar of Companies. Every effort is made to ensure prompt, efficient, and satisfactoryresolution of all investor-related concerns.
D. Corporate Social Responsibility Committee:
In compliance with the provision of Section 135 of the Act, the Company has constituted Corporate Social ResponsibilityCommittee ('CSR'). The roles and responsibilities of the CSR Committee include formulation and recommendation ofCorporate Social Responsibility policy to the Board, recommending the amount to be incurred for CSR activities, institutinga transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by theCompany, and monitor the CSR policy from time to time. The Company Secretary acts as the Committee's Secretary toensure regulatory compliance. The implementation and monitoring of CSR activities, is in compliance with CSR objectivesand Policy of the Company.
The CSR Committee comprises of:
Name of Members
The terms of reference of the CSR inter-alia include;
i) formulate and recommend to the Board for its approval, a CSR Policy which shall indicate the activities to beundertaken by the Company in area or subject, specified in Schedule VII of the Act;
ii) recommend the amount of expenditure to be incurred on the CSR Programmes;
iii) monitor and review the CSR Policy of the Company from time to time;
iv) formulation of a transparent monitoring mechanism for ensuring implementation of the CSR programmes proposedto be undertaken by the Company or the end use of the amount spent by it towards CSR programmes;
v) ensure overall governance and compliance of the CSR Policy;
vi) annually report to the Board of Directors, the status of the CSR Programmes undertaken and contributions made bythe Company;
vii) formulate and recommend to the Board for its approval, an annual CSR action plan in pursuance of the CSR Policy; and
viii) any other requirements mandated under the Act and Rules issued thereto.
During FY 2024-25, the CSR Committee met once, and initiatives were undertaken as per the Annual Action Plan approvedby the Board. The date on which the meeting was held are January 4, 2025. The attendance of each Member at theCorporate Social Responsibility Committee Meeting held during the financial year 2024-25 is as follows:
The Internal Complaints Committee ('ICC') comprises as per Section 4 of The Sexual Harassment of Women at Workplace(Prevention, Prohibition And Redressal) Act, 2013, includes
Managing Director - Presiding officer
Mrs. Alisha Shiekh
Vice President - Member
Mr. Anand Agarwal
General Manager (Plant) - Member
Mr. Gazla Khan
External Member - Member
as members of the Committee. The ICC, interalia, provide a Redressal mechanism for complaints relating to sexual harassmentat the workplace.
1 (One) ICC Meeting was held during the financial year 2024-25. The date on which the meeting was held are January 4, 2025. Theattendance of each Member at the ICC Meeting held during the financial year 2024-25 is as follows:
The venue, date and time (IST) of the Annual General Meeting ("AGM") / Extra-Ordinary General Meeting ("EGM") are as under:
Type ofMeeting
Date & Day
Time (IST)
Place
No. of DirectorsPresent
EGM
Thursday May 30, 2024
2:30 p.m.
F - 269(B), Road No. 13 VKIAJaipur-302013, Rajasthan
Thursday July 11, 2024
10:30 a.m.
AGM
Tuesday July 16, 2024
11:00 a.m.
The Board carried out an annual performance evaluation of its own performance, its committees and individual Directors, basedon the evaluation criteria laid down by the Nomination and Remuneration Committee.
The evaluation process focused on various aspects of Board and its Committees such as composition and structure, functioning,effectiveness of Board processes, information and functioning, etc. The evaluation of all the Directors and the Board as a wholewas conducted by the Board and found to be satisfactory. The flow of information between the Company management and theBoard is adequate, qualitative and timely. As required under the provisions of the Act, a meeting of all Independent Directorswas convened and held during the year. In a separate meeting of Independent Directors, performance of Non- IndependentDirectors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of ExecutiveDirectors and Non-Executive Directors. The same was discussed in the Board Meeting including the performance of the Board,its committees and individual directors.
Pursuant to Regulation 25 of the SEBI (LODR) Regulations, 2015, the Company has put in place a structured FamiliarizationProgramme for its Independent Directors. This programme is designed to provide them with insights into their roles, rights,responsibilities, the Company's business model, industry landscape, and evolving regulatory environment.
At the time of appointment and on a continuous basis, Independent Directors are briefed on key aspects including:
• Business strategy and operations;
• Industry updates, including developments in the drone and non-ferrous metals sector;
• Changes in domestic and global regulatory and economic scenarios;
• Governance policies, financial performance, human resource initiatives, and CSR activities.
These sessions are conducted through Board and Committee meetings as well as specific orientation programs, enablingDirectors to make informed and effective decisions.
The details of familiarization programmes imparted to Independent Directors during the FY 2024-25 is as follows:
Sl. No
Date of Programme
Duration of Programme
Purpose of the Programme
November 11, 2024
01:30 hours
1.Business and Operational Performance of theCompany
2.Industry changes and outlook
3.Internal Audit Plans and findings
4.Recent changes in the regulatory framework &Compliances with various applicable laws
Details of the Familiarization Programmes are available on the Company's website: www.rajputanaindustries.com
Pursuant to Section 134(5) of the Act to the best of our knowledge and belief and according to the information and
explanations obtained by us, your Directors hereby confirm that:
a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with properexplanations relating to material departures, if any;
b) They have selected such Accounting Policies and applied them consistently and made judgment and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025and of the profit and loss of the company for that period;
c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
d) They have prepared the Annual Accounts on a Going Concern basis;
e) They had laid down internal financial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.
f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.
During the year under review, the Company does not have any Subsidiary, Joint Venture, or Associate Company as defined
under the Act. Accordingly, the requirement of providing a statement containing the salient features of the financial
statements of such entities in Form AOC-1 is not applicable.
The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies.During the year under review, the credit ratings assigned to the Company are as follows-
Acuite Ratings & Research ratings on the bank facilities of the Rajputana Industries Limited
Facilities
Rating
Long-Term Instruments
ACUITE BBB
Short-Term Instruments
ACUITE A2
The credit rating was assigned by CareEdge Ratings (formerly known as CARE Ratings Ltd.) on 23rd January, 2025, on thebank facilities of the Rajputana Industries Limited
CAREBBB
CAREA3
These ratings indicate a moderate degree of safety regarding timely servicing of financial obligations and reflect the Company'sstable financial position and credit profile.
The Board of Directors confirms that the Company has duly complied with the applicable Secretarial Standards issued bythe Institute of Company Secretaries of India (ICSI), namely:
SS-1 - Secretarial Standard on Meetings of the Board of Directors
SS-2 - Secretarial Standard on General Meetings
All meetings during the year were conducted in accordance with these standards, reflecting the Company's commitmentto good governance and regulatory compliance.
The Annual Return of the Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3) ofthe Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, is available on theCompany's website at www.rajputanaindustries.com
The Company made a successful public issue in August 2024. Pursuant to the IPO, the Company raised '2,130.51 Lakhs (netof issue expenses). As on March 31, 2025, the funds have been fully utilized as follows:
• Working Capital:'1,400 Lakhs
• Purchase of Grid Solar Power System: '450 Lakhs
• General Corporate Purposes: '280.51 Lakhs
The entire funds have been fully utilized for the purposes stated in the offer documents and in compliance with all applicablelaws and regulations.
The disclosures relating to remuneration and other details, 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, are annexed to this Report asAnnexure - A.
The Company has not provided any stock option scheme its employees.
The Company has not given any loans or guarantees or made any investments covered under Section 186 of the Act duringthe year. During the Financial Year 2024-25, the particulars of Loan given, Guarantees given and Investments made andsecurities provided along with the purpose for which the loan or guarantee, security provided to be utilized by the receiptare provided in the audited financial statements of the Company read with notes on accounts forming part of the financialstatements.
The Company has not defaulted in payment of interest and repayment of loan to any of the financial institutions and / orbanks during the period under review.
M/s. Keyur Shah & Co., Chartered Accountants Firm Registration No. 141173W were appointed as Statutory Auditors of theCompany by the members at the 11th Annual General Meeting for a period of five years to hold office from the conclusion ofAnnual General Meeting held in year 2022 till the conclusion of the 16th Annual General Meeting of the Company to be heldin the year 2027. Further, M/s. Keyur Shah & Co., Chartered Accountants Firm Registration No. 141173W expressed theirinability to continue as the Statutory Auditor of the Company and resigned from the same on May 29, 2025.
The casual vacancy occurred due to the resignation of M/s. Keyur Shah & Co., Chartered Accountants Firm RegistrationNo. 141173W was filled by the Board in its meeting held on June 4, 2025 by appointing M/s Mohata Baheti & Associates,Chartered Accountants having Firm Registration No. 020006C as Statutory Auditor till the conclusion of the ensuingAnnual General Meeting, which is to be confirmed by the members in the ensuing Annual General meeting of the Companyresulting in a casual vacancy in the office of Statutory Auditors of the Company.
M/s Mohata Baheti & Associates, Chartered Accountants have confirmed that they satisfy the Independence criteriarequired under the Act and Code of Ethics issued by the Institute of Chartered Accountants of India and also confirm thatthey are eligible for appointment and that they have not been disqualified in any manner from continuing as StatutoryAuditor.
M/s. Keyur Shah & Co., Chartered Accountants, Statutory Auditors of the Company as on March 31, 2025 have submittedAuditors' Report on the financial statements of the Company for the financial year ended March 31, 2025. The reportsdo not contain any reservation, qualification or adverse remark. Information referred to in the Auditors' Report are self¬explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, your Board has appointed M/s. S.K. Joshi & Associates, Company Secretaries (FirmRegistration No.: P2008RJ064900) as the Secretarial Auditor to conduct the Secretarial Audit of the Company for thefinancial year 2024-25.
The Secretarial Audit Report for FY 2024-25 was conducted by M/s. S. K. Joshi & Associates, Company Secretaries (FirmRegistration No.: P2008RJ064900). The Secretarial Audit Report is issued in Form MR-3 by M/s. S. K. Joshi & Associates,Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2025.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year underreview, no instance of fraud was reported by the Secretarial Auditor of the Company in their Audit Report under Section143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.
The Board of Directors of your Company has as per the requirement under Section 204 of the Act and rules made thereunder, re-appointed M/s. S. K. Joshi & Associates, Company Secretaries (Firm Registration No.: P2008RJ064900), toconduct the Secretarial Audit of the Company for the financial year 2025-26.
The Secretarial Audit Report for the financial year 2024-25 forms integral part of this Report as 'Annexure - B'. There is nosecretarial audit qualification for the year under review.
In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules,2014, as amended from time to time, the maintenance of cost records is applicable to the Company for the financial year2024-25.
The Board of Directors has appointed M/s Rajesh & Company, Cost Accountants (Firm Registration No. 000031) as the CostAuditors of the Company to conduct the audit of cost records for the financial year 2024-25.
Further, the firm has also been re-appointed as the Cost Auditor for the financial year 2025-26, based on the recommendationof the Audit Committee and approval of the Board, subject to ratification of their remuneration by the shareholders, asrequired under applicable law.
In accordance with the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. Mohata Baheti& Associates, Chartered Accountants (Firm Registration No.: 020006C), were appointed as the Internal Auditors of theCompany for the financial year 2024-25.
The Internal Auditors conducted audits on a quarterly basis and submitted their Internal Audit Reports, which werereviewed and discussed by the Board of Directors during their respective meetings.
However, M/s. Mohata Baheti & Associates expressed their inability to continue as Internal Auditors and accordinglytendered their resignation with effect from May 29, 2025.
Pursuant to the recommendation of the Audit Committee, the Board of Directors, at its meeting held on June 4, 2025,approved the appointment of M/s. Karnani & Co., Chartered Accountants (Firm Registration No.: 005398C) as the InternalAuditors of the Company for the financial year 2025-26.
Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,as amended from time to time, the Company has adopted a comprehensive Code of Conduct to Regulate, Monitor, andReport Trading by Insiders. The Code is designed to prevent insider trading in the securities of the Company and ensurescompliance with regulatory obligations.
The Code, inter alia, prohibits the trading (purchase or sale) of the Company's securities by Designated Persons and otherconnected persons while in possession of Unpublished Price Sensitive Information (UPSI). It also restricts trading duringperiods when the trading window is closed, as notified by the Compliance Officer.
In addition, the Company has formulated a Code of Practices and Procedures for Fair Disclosure of UPSI, in line with therequirements of Regulation 8 of the SEBI (PIT) Regulations. This Code ensures timely, adequate, and fair disclosure of UPSIto maintain transparency and fairness in the capital markets.
The said Code is available on the Company's website and can be accessed at www.rajputanaindustries.com
The Company has adopted a Code of Conduct for Directors and Senior Management. All Directors and senior personnelhave affirmed compliance with the Code. The Board of Directors has approved a Code of Conduct which is applicableto the Members of the Board and all employees in the course of day-to-day business operations of the company. TheCompany believes in "Zero Tolerance” against bribery, corruption and unethical dealings / behaviours of any form and theBoard has laid down the directives to counter such acts. The Code has been uploaded on the Company's web link www.rajputanaindustries.com.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors andthe designated employees in their business dealings and in particular on matters relating to integrity in the work place, inbusiness practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviourfrom an employee in a given situation and the reporting structure. All the Board Members and the Senior Managementpersonnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
The Company did not receive any investor complaints during the year. The investor grievance mechanism is well-establishedand responsive.
There has been no change in the nature of business during the year.
The Company has in place an adequate system of Internal Financial Controls (IFC), commensurate with the size, nature,and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business,adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy andcompleteness of accounting records, and timely preparation of reliable financial information.
The Audit Committee members are experienced in financial and operational matters and actively monitor control systemsand financial disclosures. Based on assessments and audit observations during the year, the Board is of the opinion thatthe Company's internal financial control system was adequate and operating effectively, with no material weaknesses orinstances of fraud reported during the year under review.
The Business Responsibility and Sustainability Reporting as required under Regulation 34(2Xf) of the SEBI (LODR)Regulations, 2015 does not apply to your company for the financial year 2024-25.
In accordance with the provisions of the SEBI (LODR) Regulations, 2015, and the Act, the Company obtained prior omnibusapprovals from the Audit Committee on a quarterly basis for related party transactions that are of a repetitive nature,entered into in the ordinary course of business, and conducted on an arm's length basis. The first such omnibus approvalfor FY 2024-25 was obtained in the initial Audit Committee meeting of the year.
The details of related party transactions undertaken during the year are provided in Note No. 40 of the Financial Statements,in compliance with Ind AS 24 - Related Party Disclosure. Pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of theCompanies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties referred to in Section188(1) are provided in Form AOC-2, annexed to this Report as Annexure-C.
The Company's Related Party Transactions Policy, as approved by the Board, is available on the website www.rajputanaindustries.com
During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.
The information pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and outgoas required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in"Annexure - D”.
Vigil Mechanism and Whistle Blower Policy
In accordance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules, 2014, the Company has adopted a Whistle Blower Policy to provide a formal mechanism for Directors andemployees to report concerns regarding unethical behavior, actual or suspected fraud, or any violation of the Company'sCode of Conduct and Ethics.
The policy also covers instances of leakage of unpublished price-sensitive information and ensures adequate safeguardsagainst victimization of those who use the mechanism. It allows for direct access to the Chairperson of the Audit Committeein appropriate or exceptional cases.
The mechanism is overseen by the Board and is periodically reviewed for its effectiveness. During the financial year underreview, no whistle blower complaints were received, and the mechanism was found to be functioning effectively. TheCompany affirms that no individual has been denied access to the Chairperson of the Audit Committee.
The Whistle Blower Policy is available on the Company's website at: www.rajputanaindustries.com
Nomination and Remuneration Policy
The Company has a duly adopted Nomination and Remuneration Policy, approved by the Board in accordance with theprovisions of Section 178 of the Act and Schedule IV. This policy outlines the framework for the appointment, performanceevaluation, and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management.
It sets forth criteria for determining qualifications, positive attributes, and independence of Directors, and ensures thatremuneration practices align with the Company's values, objectives, and performance benchmarks. The policy also guidesthe selection and appointment process for KMPs and senior leadership roles. There have been no changes to the policyduring the financial year.
The said policy may be accessed on the website of the Company at the web link www.rajputanaindustries.comCorporate Social Responsibilities
The company falls under the purview of Section 135 of Act read with the Companies (Corporate Social Responsibility) Rules,2014 for the period under the review. The CSR committee of the Company has met once in the Financial Year 2024-25 tofinalize the best and suitable opportunities arise pursuant to the provisions of section 135 and schedule VII of the Act.
The CSR Policy, outlining the framework and strategic approach, is available on the Company's website at www.rajputanaindustries.com. A detailed report is attached as Annexure - E.
In accordance with Regulation 34(2)(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, the ManagementDiscussion and Analysis (MDA) Report for the financial year 2024-25 is provided as a separate section forming part of thisAnnual Report, titled Annexure - F. This Report offers a comprehensive overview of the Company's operations, financialperformance, strategic initiatives, and future outlook.
The Company is committed to providing a safe and conducive work environment to all of its employees and associates. TheCompany has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.
The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 ('POSH, 2013'). The policy formulated by the Company for prevention ofsexual harassment is available on the website of the Company at www.rajputanaindustries.com.
The Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013 toconsider and resolve the complaints related to sexual harassment. In the Board Meeting held on January 4, 2025, theCompany had reconstituted the Internal Committee. During the year under review, no complaint pertaining to sexualharassment at work place has been received by the Company.
The following is the summary of sexual harassment complaints received and disposed off during the year:
Status of the No. of complaints received anddisposed off
Number of complaints on sexual harassment received
Nil
Number of complaints disposed off during the year
Number of cases pending for more than ninety days
Not Applicable
Number of workshops or awareness programmeagainst sexual harassment carried out
The Company regularly conducts necessary awarenessprogramme for its employees
Nature of action taken by the employer or district officer
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments andrules framed thereunder. All eligible female employees have been extended the benefits as per the Act. The Company iscommitted to ensuring a safe, inclusive, and supportive workplace for women employees. Necessary internal systems andHR policies are in place to uphold the spirit and letter of the legislation.
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gendercomposition of its workforce as on the March 31, 2025.
S Male Employees: 116
S Female Employees: 7
S Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for allindividuals, regardless of gender.
During the financial year 2024-25, the Statutory Auditors have not reported any instances of fraud committed by theCompany's officers or employees under Section 143(12) of the Act.
During the year under review, the Company has not received any significant orders/ material orders passed by any ofRegulators/ Courts/ Tribunals impacting the going concern status of the Company and its operations in future.
During the year under review and till date of this Report, the Company has neither made any application against anyone norany proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
In accordance with the provisions of the Act and SEBI (LODR) Regulations, 2015, the Company has obtained a certificatefrom M/s. S. K. Joshi & Associates, Company Secretaries, confirming that none of the Directors on the Board have beendebarred or disqualified from being appointed or continuing as Directors by SEBI, the Ministry of Corporate Affairs (MCA),or any other statutory authority for the financial year ended March 31, 2025.
The said certificate forms part of this Annual Report and is appended as Annexure - G.
The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Companytake pro-active steps to minimize adverse impact on the business objectives and enhance the Company's competitiveadvantage. Presently no material risk has been identified by the directors except of general business risks, for which theCompany is leveraging on their expertise and experience.
Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives,expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factors that could influence the Company'soperation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, FinishedGoods, input availability and prices, changes in government regulations, tax laws, economic developments within andoutside the country and other various other factors.
The above-mentioned clause is not applicable to the Company, as there were no instances where your Company requiredthe valuation for one time settlement or while taking the loan from the Banks or Financial institutions.
Safety pertains to protecting the health and well-being of employees, visitors, and other stakeholders involved in anorganization's activities. Occupational health and safety measures are essential to prevent accidents, injuries, and illnessesin the workplace. We aim to comply with applicable health and safety regulations and other requirements in our operationsand have adopted a health and safety policy that is aimed at complying with legislative requirements, requirements of ourlicenses, approvals, various certifications and ensuring the safety of our employees and the people working at our facilityor under our management.
The Board of Directors expresses its heartfelt gratitude to the shareholders, employees, customers, suppliers, distributors,retailers, business partners, and regulatory authorities for their continued trust, support, and cooperation during thefinancial year 2024-25.
The Board places on record its deep appreciation for the dedication, hard work, and unwavering commitment of theCompany's employees. Their efforts have been instrumental in driving operational excellence and sustaining the Company'sleadership position in the industry. The Directors also acknowledge the valuable contributions made through technologicalinnovation, marketing insights, and product development support, which have played a vital role in enhancing consumersatisfaction and enabling product innovation across multiple categories.
The Company views its suppliers and trade partners as essential stakeholders in its growth journey and remains committedto building long-term, mutually rewarding relationships based on trust, respect, and collaboration. The Board furtherextends its sincere thanks to the Government authorities, regulatory bodies, and stock exchanges for their continuedsupport, guidance, and facilitation in enabling the Company's compliance and growth.
For and on behalf of Board of the DirectorsFor Rajputana Industries Limited
Place: Jaipur
Sd/-
Date: 23.08.2025
Managing DirectorDIN: 02467557