Your Directors have pleasure in presenting their Sixty Second Annual Report on the business and operations
of the Company together with the Audited Financial Statements (Standalone as well as Consolidated) for the
year ended March 31, 2025.

1. KEY FINANCIAL HIGHLIGHTS

The Company has prepared the Financial Statements for the financial year ended March 31, 2025 in
conformity with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act,
2013 (the "Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended by
Companies (Indian Accounting Standards) Rules, 2016 from 1st April, 2019:

(Amt. in lakhs except EPS)

2. COMPANY OVERVIEW

RSD Finance Limited is a Company
registered under the Companies Act, 1956.
It is registered with the Reserve Bank of
India (RBI) in the category of "Non¬
Banking Financial Institution - Non
Systemically Important, Non Deposit
taking Company (NBFC-ND-NSI) under the
RBI Regulations and has a certificate under
section 45 IA of the RBI Act, 1934.

As part of our business activities, we are
predominantly focused in the business of
loans and advances, acquisition of shares/
stocks/ bonds/ debentures/ securities
issued by Government or local authority or
other marketable securities of a like
nature. We also provide Job Work services.

3. STATUTORY DISCLAIMER

The Company is having a valid Certificate
of Registration dated May 2, 1998 issued
by the RBI under Section 45-IA of the
Reserve Bank of India Act, 1934. However,
RBI does not accept any responsibility or
guarantee about the present position as to
the financial soundness of the Company or
for the correctness of any of the
statements or representations made or
opinions expressed by the Company and
for discharge of any liability by the
Company.

Neither there is any provision in law to
keep, nor does the Company keep any part
of the deposits with RBI and by issuing a
Certificate of Registration to the Company,
RBI neither accepts any responsibility nor
guarantees the payment of deposits to any
depositor or any person who has lent any
sum to the Company.

4. BUSINESS PERFORMANCE REVIEW

On a standalone basis, the Company
achieved a turnover of Rs. 879.62 lakhs for
the financial year ended March 31, 2025 as
compared to the turnover of Rs. 1237.41
lakhs recorded during the previous
financial year ended March 31, 2024. The
Net Profit before tax and exceptional items
of your Company for the financial year
ended March 31, 2025 stood at Rs. 664.68
Lakhs as against the Net Profit of Rs.
966.85 Lakhs for the financial year ended
March 31, 2024. Basic earnings per share
work out to Rs. 3.75 compared to Rs. 6.26
in the previous year.

On a consolidated basis, your Company
recorded a total income of Rs. 13500.32

Lakhs during the financial year ended
March 31, 2025 as compared to the
income of Rs. 11121.28 lakhs recorded
during the previous financial year ended
March 31, 2024 and gained a consolidated
Net profit before tax of Rs. 2526.36 Lakhs
for the financial year ended March 31,
2025 as against the Net Profit of Rs.
2185.82 Lakhs for the financial year ended
March 31, 2024.

In accordance with the provisions of
Section 136 of the Companies Act, 2013,
the Annual Report of the Company,
containing therein its Consolidated and
Standalone Financial Statements are
available on the website of the Company at
web link www.rsdfinancelimited.com.

Any member who is interested in
obtaining a copy of the Annual Report may
write to the Company at the Registered
Office of the Company. Further, a detailed
analysis of Company's performance is
included in the Management Discussion
and Analysis, which forms part of this
Annual report.

5. CHANGES IN THE NATURE OF THE
BUSINESS

There have been no changes in the nature
of the business of the Company or the
subsidiaries during the year under review.

6. FUTURE PROSPECTS

The state of Company's affair and future
outlook is discussed in the Management
Discussion & Analysis section of this
Annual Report.

7. DIVIDEND

Your Director's regret for not
recommending any Dividend on Equity
Shares of the Company for the financial
year ended 31 March, 2025.

8. UNCLAIMED/UNPAID DIVIDEND

In terms of the provisions of Section
124(5) of the Companies Act, 2013, the
Company did not have any
unclaimed/unpaid dividend which was/is
required to be transferred to the Investors
Education and Protection Fund.

9. RESERVES

The Company proposes to transfer Rs.
96.98 lakhs to the statutory reserves and
an amount of Rs. 5652.10 lakhs is

proposed to be retained in the P/L account
during the Financial Year 2024-25.

10. SHARE CAPITAL

The Equity shares of the Company are
listed on the Bombay Stock Exchange
(BSE) and the Calcutta Stock Exchange
(CSE). The paid-up Equity Share Capital as
on March 31, 2025 was Rs. 6.47 crores.

During the year under review, the
Company has not issued any shares with
differential voting rights nor has granted
any stock options or sweat equity.

As on March 31, 2025 none of the
Directors of the Company hold
instruments convertible into equity shares
of the Company.

11. MATERIAL CHANGES AND

COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

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

12. PUBLIC DEPOSIT

Being a Non Deposit taking Non-Banking
Financial Company, your Company has not
accepted any deposits from the public
under section 73 of the Companies Act,
2013 and the Companies (Acceptance of
Deposits) Rules, 2014 during the year
under review and no amount on account of
principal or interest on deposits from
public was outstanding as on date of the
Balance Sheet.

13. FINANCIAL LIQUIDITY

The Company's cash and cash equivalents
as on March 31, 2025 is Rs. 173.70 lakhs as
compared to Rs. 205.93 lakhs as on March
31, 2024. The Company continues to
focus on judicious management of its
working capital.

Receivables and other working capital
parameters were kept under strict check
through continuous monitoring.

14. SUBSIDIARY COMPANIES, JOINT
VENTURE AND ASSOCIATES

The Company has two material
subsidiaries Precision Automotive Private
Limited and SRP Oil Private Limited and
one step down subsidiary Sigma HTS LLP.
There are no Associate or Joint venture

Companies within the meaning of section
2(6) of the Companies act, 2013. There has
been no material change in the nature of
business of the subsidiaries.

No entity became or ceased to be the
subsidiary, joint venture or associate of
RSD Finance Limited during Financial Year
2024-25.

The Annual Reports of these Subsidiaries
will be made available for inspection by
any Member of the Company at the
Registered Office of your Company at
Holding No. - 4, The Alcor Hotel, Ramdas
Bhatta, Bistupur, Jamshedpur - 831001
during business hours on all days except,
Sundays and Public Holidays between
12.30 pm and 03.00 pm up to the date of
ensuing AGM. The Annual Reports of the
aforesaid Subsidiaries for the financial
year ended March 31, 2025 shall be
provided to any Member of the Company
upon receipt of written request. In view of
the continuing statutory restrictions on
the movement of persons at several places
in the Country, Members may also send an
advance request at the e-mail id -
rsdfinance.ltd@gmail.com for an electronic
inspection of the aforesaid documents.

The Annual Reports along with the
Audited Financial Statements of each of
the Subsidiaries of your Company are also
available on the website of the Company at
www.rsdfinancelimited.com

As required under Regulations 16(1) (c) &
46 of Securities Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 "SEBI
Listing Regulations", the Board of
Directors had approved the Policy for
determining Material Subsidiaries
("Policy"). The details of the Policy are
available on the website of the Company
www.rsdfinancelimited.com/InvestorRela
tions/Codes/Polices

15. PERFORMANCE OF SUBSIDIARIES

i) S R P OIL PRIVATE LIMITED

The Company continues to holds 52.55%
shares in SRP Oil Private Limited. SRP is a
material unlisted subsidiary Company of
RSD Finance Limited as per SEBI (Listing
Obligation and Disclosure Requirements)
Regulations, 2015. It is engaged in the
business of the hospitality industry. It is

carrying business in the brand name of
"The Alcor Hotel" in Jamshedpur,
Jharkhand.

Net revenue of SRP Oil decreased to Rs.
2726.10 lakhs in the Financial Year 2024¬
2025 compared to Rs. 2764.38 lakhs in the
previous year. The net profit before tax
decreased to Rs. 842.47 lakhs during the
FY 2024-2025 compared to Rs. 947.93
lakhs earned in the previous year.

ii) PRECISION AUTOMOTIVE PRIVATE
LIMITED (PAPL)

Precision Automotive Private Limited
continues to be a wholly owned material
subsidiary Company of RSD Finance
Limited. During the financial year 2024¬
25, the Company earned income from
investment activities and generation and
transmission of solar energy.

The revenue from operations of PAPL was
Rs. 915.19 lakhs in the Financial Year
2024-25 compared to Rs. 505.41 lakhs
earned in the previous year. The net profit
before tax during the period was Rs.
352.08 lakhs as compared to a profit of Rs.
346.99 lakhs earned in the previous year.

iii) SIGMA HTS LLP

SIGMA HTS is a Limited Liability
Partnership whose majority stake is held
by Precision Automotive Private Limited,
the wholly owned subsidiary of your
Company. Sigma HTS LLP deals in
providing heat treatment solutions.

During the financial year, the LLP earned
total revenue of Rs. 9015.49 lakhs as
compared to Rs. 6654.00 lakhs earned in
the previous year. However, during the
financial year it has earned profit of Rs.
442.45 lakhs as compared to Rs. 70.65
lakhs loss suffered in the previous year.

The Company does not have any associate
or a joint venture.

Pursuant to the provisions of Section
129(3) of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the
salient features of the financial Statements
of the aforesaid subsidiaries has been
provided in Form AOC-1, attached as
"Annexure - A" and forms a part of this
Report.

16. CONSOLIDATED FINANCIAL
STATEMENTS

In accordance with the requirements in
terms of Section 129 of the Companies Act,
2013 read with relevant Accounting
Standards issued by the Institute of
Chartered Accountants of India and
Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations
2015 (hereinafter referred to as 'Listing
Regulations') the Company has prepared
Consolidated Financial Statements in
accordance with Ind AS 110 -

"Consolidated Financial Statements" and
Ind AS 27 - "Separate Financial

Statements." The Consolidated Financial
Statements forms part of this Report.

17. LISTING

The Equity Shares of the Company
continue to be listed on the Bombay Stock
Exchange (BSE) and the Calcutta Stock
Exchange Limited (CSE). The scrip code
number of the Equity Shares of the
Company on BSE is 539875 and on CSE is
28123 respectively.

The Annual Listing Fee for the Financial
Year 2024-25 has been duly paid to both
the Stock Exchanges.

18. DIRECTORS

As on March 31, 2025 the Board of
Directors of your company consists of 6
Directors. Their details are as follows:

The profile of all the Directors can be
accessed on the Company's website at

www.rsdfinancelimited.com/companyprof

ile.

None of the Directors of the Company have
incurred any disqualification under
Section 164(2) of the Act read with Rule
14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014. All
the Directors have confirmed that they are
not debarred from accessing the capital
market as well as from holding the office of
Director pursuant to any order of
Securities and Exchange Board of India or
Ministry of Corporate Affairs or any other
such authority.

The Board was duly constituted in
compliance with the requirements of the
Companies Act, 2013, the Listing
Regulations and provisions of the Articles
of Association of the Company. In the view
of the Board, all the directors possess the
requisite skills, expertise, integrity,
competence, as well as experience
considered to be vital for business growth.
The detailed analysis of various skills,
qualifications and attributes as required
and available with the Board has been
presented in the Corporate Governance
Report.

There were changes in the Board of
Directors of the Company during the year
which is enumerated below.

Retirement by rotation

Mrs. Kawaljeet KaurDugal

In accordance with the provisions of
Section 152 of the Companies Act, 2013,
Regulation 36 of the Listing Regulations
and the Company's Articles of Association,
Mrs. Kawaljeet Kaur Dugal (Din -
00052100), retires by rotation at the
ensuing Annual General Meeting and being
eligible, offers herself for reappointment.

The brief resume/details relating to
Director who is to be reappointed is
furnished in the Notice of the ensuing
AGM.

The Board of Directors on the
recommendation of the Nomination and
Remuneration Committee and based on
report of performance evaluation
recommends her re-appointment for the
consideration of the Members of the
Company at the ensuing Annual General
Meeting.

Code of Conduct for Directors and

Employees

The Company has adopted a Code of
Conduct for its Directors and employees
including a code of conduct for
Independent Directors which suitably
incorporates the duties of Independent
Directors as laid down in the Companies
Act, 2013. The said Codes can be accessed
on the Company's website at

www.rsdfinancelimited.com.

In terms of the Listing Regulations, all
Directors and Senior Management
Personnel have affirmed compliance with

their respective codes. The Managing

Director has also confirmed and certified
the same, which is provided at the end of
the Report on Corporate Governance.

19. MEETINGS OF THE BOARD

During the year Ten meetings of the Board
were held during the year under review.
For details of meetings of the Board, please
refer to the Corporate Governance Report,
which is a part of this report. The
intervening gap between the meetings was
within the period prescribed under the
Companies Act, 2013.

20. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies
Act, 2013, the following are the Key
Managerial Personnel (KMP) of the
Company as on 31 March 2024:

1. Mr. Rajeev Singh Dugal - Managing
Director

2. Mr. Ravi Joshi - Chief Financial Officer

3. Ms. Subhajita Biswal - Company Secretary
and Compliance Officer

21. INDEPENDENT DIRECTORS

The Company has received declarations
from all the Independent Directors
pursuant to the provisions of sub-section
(7) of Section 149 of the Companies Act,
2013, confirming that they fulfill the
criteria of Independence as specified in
Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) and 25(8) of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

None of the independent directors are
aware of any circumstance or situation,
which exist or may be reasonably
anticipated, that could impair or impact
their ability to discharge their duties with
an objective independent judgment and
without any external influence. In terms of
Section 150 read with Rule 6 of the
Companies (Appointment and

Qualification of Directors) Rules, 2014,
Independent Directors of the Company
have undertaken requisite steps towards
the inclusion of their names in the data
bank of Independent Directors maintained
with the Indian Institute of Corporate
Affairs.

The board of directors have taken on
record the declaration and confirmation
submitted by the Independent Directors
after undertaking due assessment of the
same and in their opinion the Independent
Directors fulfill the conditions specified in
the Act and Listing Regulations and are
independent of the management.

The Independent Directors have complied
with the Code for Independent Directors
prescribed in Schedule IV to the Act along
with the Code of Conduct for Directors and
Senior Management Personnel formulated
by the Company as per Listing Regulations.
The Board confirms that the said
Independent Directors meet the criteria as
laid down under the Companies Act, 2013
as well as the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 and have the requisite integrity,
experience and relevant experience in
their respective fields including the
proficiency required to effectively
discharge their roles and responsibilities
in directing and guiding the affairs of the
Company.

22. FAMILARISATION PROGRAMME

In order to encourage active participation
from the Independent Directors and also

to enable them to understand the business
environment of the Company in depth and
to assist them in performing their role as
Independent Directors of the Company,
Familiarization Programme for the
Independent Directors have been adopted.

Once appointed, the Independent
Directors undergo the Familiarization
Programme of the Company wherein the
necessary information and relevant
documents in respect to the industry, the
regulatory environment in which the
Company operates and the Annual Reports
of past financial years are provided to
them. The Managing Director of the
Company also has a one to one discussion
with the newly appointed Director to
familiarize him with the Company's
culture.

Pursuant to Regulation 46 of the Listing
Regulations, the details of the
Familiarization program of the
Independent Directors are available on the
website of the Company at
www.rsdfinancelimited.com/investorr
elations/codes & policies (Path)

23. SEPARATE MEETING OF INDEPENDENT
DIRECTORS

Separate meeting of Independent
Directors of the Company without the
presence of the Executive Directors and
the Management representatives was held
on March 04, 2025, as required under
Schedule IV to the Act (Code for
Independent Directors) and Regulation 25
(3) of the SEBI LODR. At the said meeting,
the Independent Directors inter alia,
reviewed and discussed:

- performance of Non-Independent
Directors and the Board of Directors as a
whole.

- performance of the Chairman of the
Company.

- assessed the quality, quantity and
timeliness of flow of information between
the Company management and the Board
that is necessary for the Board to
effectively and reasonably perform their
duties.

All the Independent Directors of the
Company attended the Meetings of
Independent Directors. The Independent
Directors expressed their satisfaction to
the desired level on the governance of the
Board.

24. BOARD AND ITS COMMITTEES

The Board met Ten times during the
financial year. The intervening gap
between the meetings was within the
period prescribed under the Companies
Act, 2013 and the SEBI Regulation, 2015.
The details of the meetings of the Board,
attendance of Directors, etc. is given
separately in the Report of Corporate
Governance which forms part of the
report.

Board Committees

The following are the Board Committees
during the Financial Year 2024-25:

1. Audit Committee;

2. Nominations & Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility
Committee;

5. Risk Management Committee and

All recommendations made by the
committees were approved by the Board.
The composition of each of the above
Committees, their respective roles,
attendance and responsibilities are
provided in detail in the Corporate
Governance Report

25. DIRECTORS RESPONSIBILITY
STATEMENT

In terms of Section 134(5) of the
Companies Act, 2013, in relation to the
audited financial statements of the
Company for the year ended March 31,
2025, the Board of Directors hereby
confirms that:

(a) in the preparation of Annual Accounts for
the financial year ended March 31, 2025,
the applicable Ind AS have been followed
and there are no material departures from
the same;

(b) the directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at 31st March, 2025 and of the
profit and loss of the Company for the year
ended on that day;

(c) the directors had taken proper and
sufficient care for the maintenance of

adequate accounting records in
accordance with the provisions of the
Companies Act, 2013 for safeguarding the
assets of the Company and for preventing
and detecting fraud and other
irregularities;

(d) the Annual Accounts for the year ended
31st March, 2025 have been prepared on a
"going concern" basis;

(e) the directors had laid down internal
financial controls to be followed by the
Company and that such internal financial
controls are adequate and were operating
effectively; and

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

Further, there are no qualifications,
reservations or adverse remarks made by
the Statutory Auditors/ Secretarial
Auditors in their respective reports.

26. BOARD EVALUATION

Pursuant to the provisions of Section 178
of the Companies Act, 2013 and Regulation
17(10) read with Part D of Schedule II of
the SEBI (Listing Obligations and
Disclosures Requirement) Regulations,
2015, the Nomination and Remuneration
Committee and the Board of Directors
have formulated a policy for performance
evaluation of its own performance, of
various mandatory Committees of the
Board and of the individual Directors.

In terms of the provisions of Regulation
19(4) read with Part D of Schedule II of the
SEBI Listing Regulations, 2015 and Section
178 of the Companies Act, 2013, the
performance evaluation process of all the
Independent and Non-Independent
Directors of the Company was carried out
by the Nomination and Remuneration
Committee.

Further, in terms of Regulations 17(10) of
the SEBI Listing Regulations, 2015 and
Schedule IV of the Companies Act, 2013,
the Board of Directors carried out the
performance evaluation of the
Independent Directors (excluding the
Director being evaluated), its own
performance and that of its Committees.

The Board evaluated the effectiveness of
its functioning and that of the Committees
and of individual directors by seeking their
inputs on various aspects of
Board/Committee Governance through
structured questionnaire.

The entire performance evaluation
process was completed to the satisfaction
of Board.

Further, SEBI vide its circular (Ref. no.
SEBI/HO/CFD/CMD/CIR/P/2017/004)
dated January 5, 2017 issued a guidance
note on Board Evaluation for listed
companies. In view of the same, the
Independent Directors in their separate
meeting held on March 04, 2025 under
Regulation 25(4) of the SEBI Listing
Regulations, 2015 and Schedule IV of the
Companies Act, 2013 had:

(i) reviewed the performance of Non¬
Independent Directors and the Board as a
whole;

(ii) reviewed the performance of the
Chairperson of the Company, taking into
account the views of executive and non¬
executive Directors; and

(iii) assessed the quality, quantity and
timelines of flow of information between
the Company management and the Board
that was necessary for the Board to
effectively and reasonably perform their
duties.

The Board of Directors has expressed its
satisfaction on the functioning and
performance of Board and Committees
and the performance of individual
directors. It emerged that the Board had a
good mix of competency, experience,
qualifications and diversity. Each Board
member contributed to the collective
wisdom of the Board, keeping in mind
his/her own background and experience.
There was active participation and
adequate time was given for discussing
strategy. Overall, the Board was
functioning very well in a cohesive and
interactive manner. The Directors even
expressed their satisfaction with the
evaluation process.

27. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with
reference to financial statements of the
Company, as designed and implemented
by the Company, are adequate. During the

year under review, no material or serious
observation has been received from the
Statutory Auditors and the Internal
Auditors of the Company on the
inefficiency or inadequacy of such
controls.

The internal audit is entrusted to M/s. S.K.
Naredi & Co. LLP, a firm of Chartered
Accountants. The Internal Auditor monitor
and evaluate the efficacy and adequacy of
internal control systems in the Company,
its compliance with the operating systems,
accounting procedures and policies at the
Company and its subsidiaries. It also
imparts guidance and constructive
suggestions for improvement of the audit
function in the Company.

The Audit Committee of the Board of
Directors, comprising of independent
directors regularly reviews the audit plans,
significant audit findings, adequacy of
internal controls, compliance with
accounting standards as well as reasons
for changes in accounting policies and
practices, if any.

Necessary certification by the Statutory
Auditors in relation to Internal Financial
Control u/s 143(3)(i) of the Act forms part
of the Audit Report.

28. INTERNAL CONTROL SYSTEMS
Adequate internal control systems
commensurate with the nature of the
Company's business and size and
complexity of its operations are in place
and have been operating satisfactorily.
Internal control systems comprising of
policies and procedures are designed to
ensure reliability of financial reporting,
timely feedback on achievement of goals,
compliance with policies, procedure,
applicable laws and regulations and that
all assets and resources are acquired
economically, used efficiently and
adequately protected.

Your Directors confirm that during the
year under review, there were no
reportable material weaknesses in the
present systems or operations of internal
controls.

29. CONSERVATION OF ENERGY,
TECHNOLOGICAL ABSORPTION AND
FOREIGN EXCHANGE EARNING &
OUTGO

The Company is a non-banking financial
Company and is also involved in job work
activities. The Company's activity involves
very low energy consumption and has no
particulars to report regarding
conservation of energy and technology
absorption.

However, efforts are made to further
reduce energy consumption. The Company
did not have any foreign exchange
earnings and expenditures during the
year.

30. RELATED PARTY TRANSACTION

All Related Party Transactions entered
into by your Company during the financial
year were on arm's length basis and were
in the ordinary course of business and in
compliance with the provisions of the
Companies Act, 2013, the SEBI (Listing
Obligation and Disclosure Requirements)
Regulations, 2015 and Indian Accounting
Standards on "Related Party Disclosure
(Ind AS-24).”

All Related Party Transactions are placed
before the Audit Committee. None of such
related party transactions required the
approval of the Shareholders as per the
Act or Listing Regulations. Further, there
were no materially significant related
party transactions that may have potential
conflict of interests with the Company at
large.

All contracts / arrangements /
transactions entered into by the Company
during the year under review with Related
Parties were in the ordinary course of
business and on arm's length. During the
year under review, the Company had not
entered into any contract/ arrangement/
transaction with related parties which
could be considered material in
accordance with the policy of the Company
on materiality of related party
transactions or which is required to be
reported in Form No. AOC-2 in terms of
Section 134(3) (h) read with Section 188
of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014. Accordingly, there
are no transactions that are required to be
reported in Form AOC-2.

The details of the related party
transactions as per Indian Accounting
Standards (IND AS) - 24 are set out in Note
31 to the Standalone Financial Statement
of the Company. The Company in terms of

Regulation 23 of the Listing Regulations
submits within 15 days from the date of
publication of its standalone and
consolidated financial results for the half
year, disclosures of related party
transactions on a consolidated basis, in the
specified format to the stock exchanges.
The said disclosures can be accessed on
the website of the Company at
https://www.rsdfinancelimited.com/inves
torrelations/stock-exchange-disclosures.

The Board has approved and adopted the
Policy on Related Party Transactions and
the same is uploaded on the Company's
website -

www.rsdfinancelimited.com/InvestorRela

tions/Codes/Policies

None of the Directors has any pecuniary
relationships or transactions vis-a-vis the
Company save and except the payment of
sitting fees to Independent Directors and
the remuneration given to executive
directors.

31. RISK MANAGEMENT

Pursuant to Section 134 of the Companies
Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Company has adopted a risk management
policy. The policy provides for
identification, assessment and control of
risks that in the opinion of the Board may
threaten the existence of the Company.
The above policy is being reviewed/re-
visited at such other intervals as deemed
necessary for modifications and revisions,
if any.

32. DISCLOSURES OF TRANSACTIONS OF

THE LISTED ENTITY WITH ANY PERSON
OR ENTITY BELONGING TO THE
PROMOTER/PROMOTER GROUP

WHICH HOLD(S) 10% OR MORE
SHAREHOLDING IN THE LISTED
ENTITY, IN THE FORMAT PRESCRIBED
IN THE RELEVANT ACCOUNTING
STANDARDS FOR ANNUAL RESULTS.

Rajeev Singh Dugal and Rajeev Singh Dugal
Trust (KU Benefit Trust) hold 10% or
more shares in the Company. The details
of transactions with promoter/ promoter
group holding 10% or more shares have
been disclosed in the financial statement
which is part of the Annual Report.

33. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

As per the provisions of Section 135 of the

Companies Act, 2013, a Corporate Social
Responsibility (CSR) Committee has been
constituted by the Board of Directors.

The Corporate Social Responsibility
Committee (CSR Committee) has
formulated and recommended to the
Board, a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities
to be undertaken by the Company, which
has been approved by the Board.

The CSR Policy may be accessed on the
Company's website at the www.rsdfinance
limited.com

The report on the CSR activities as
required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is
attached as "Annexure - C" and forms an
integral part of the report.

34. VIGIL MECHANISM/WHISTLE BLOWER
POLICY

The Company has in place a Vigil
Mechanism/Whistle Blower Policy which
is approved and adopted by the Board of
Directors of the Company.

The Policy provides a framework to
promote responsible and secured
reporting of unethical behavior, actual or
suspected fraud, violation of applicable
laws and regulations, financial
irregularities, abuse of authority, etc. by
Directors, employees and the
management. The Vigil Mechanism/
Whistle Blower Policy is available on the
website of the Company at
www.rsdfinancelimited.com.

The Company endeavors to provide
complete protection to the Whistle
Blowers against any unfair practices. It is
affirmed that no personnel of the Company
has been denied access to the Audit
Committee and no case was reported
under this policy during the year.

35. COMPANY'S POLICY ON APPOINTMENT
AND REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT PERSONNEL

The Board has, on recommendation of the
Nomination and Remuneration
Committee, formulated a policy for
selection and appointment of Directors,
senior management and their
remuneration in accordance with the Act
and the Listing Regulations.

The Nomination & Remuneration Policy of
the Company aims to attract, retain and
motivate qualified personnel of the
Company and seeks to employ people who
not only fulfill the eligibility criteria but
also have the attributes needed to fit into
the corporate culture of the Company.

The Company pays remuneration to
Independent Directors by way of sitting
fees and Executive Non-Independent
Directors of your Company do not accept
any sitting fees. Remuneration to Directors
is paid within the limits as prescribed
under the Companies Act, 2013 and the
limits as approved by the Members of the
Company, from time to time. There have
been no changes in the said policy during
the financial year. The policy is available
on the Company's website at
www.rsdfinancelimited.com/investorrelat
ions/codes/policies (path) and is also
annexed and forms part of the report as
"Annexure - D"

Further, information about elements of
remuneration package of individual
directors is provided in the extract of
Annual Return as provided under Section
92(3) of the Companies Act, 2013 and
forms part of this Report.

36. AUDITORS AND THEIR REPORTS

The matters related to Auditors and their
Reports are as under:

Statutory Auditors & their Reports

M/s. S D Y & Co., Chartered Accountants,
Jamshedpur, bearing Registration No.
016850C, were appointed as the Statutory
Auditors in casual vacancy of the Company
to hold office until the conclusion ensuing
Annual General Meeting for the FY 2024¬
25, at a remuneration as may be mutually
decided between the Board of Directors
and S D Y & Co.,

The report of the Statutory Auditor forms
part of the Annual Report 2024-25. The
said report does not contain any
qualification, reservation, adverse remark
or disclaimer. During the year under
review, the Auditors did not report any
matter under Section 143(12) of the Act,
therefore no detail is required to be
disclosed under Section 134(3)(ca) of the
Act.

pursuant to the provisions of Section 139,
142 and other applicable provisions, if any,
of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules,
2014, M/s. S D Y & Co., Chartered
Accountants (Firm's Registration No.) be
and are hereby appointed as the Statutory
Auditors of the Company for a term of 5
(Five) consecutive years to hold office
from the conclusion of this 62nd Annual
General Meeting until the conclusion of the
67th Annual General Meeting of the
Company, at such remuneration (exclusive
of applicable taxes and reimbursement of
out of pocket expenses) as shall be fixed by
the Board of Directors of the Company
from time to time in consultation with
them."

The Company has received a written
consent from him that the appointment is
in accordance with the applicable
provisions of the Act and rules framed
thereunder.

The brief resume/details relating to
Statutory Auditor who is to be appointed
is furnished in the Notice of the ensuing
AGM.

Secretarial Auditor & their Reports

Pursuant to the provisions of Section 204
of the Companies Act, 2013 and the
Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors of the
Company has appointed Mr. Sital Prasad
Swain, Company Secretary in practice
(Membership No. F6338 & CP No. 6814) to
conduct the Secretarial Audit for the FY
2024-25.

The Secretarial Audit Report confirms that
the Company has complied with the
provisions of the Companies Act, 2013,
Rules, Listing Regulations and Guidelines
and that there were no deviations or non¬
compliances. The Secretarial Audit Report
certified by the Secretarial Auditors, in the
specified form MR-3 is annexed herewith
and forms part of this report.

Further, in compliance of Regulation 24A
of the Listing Regulations, Company's
unlisted material subsidiaries also
undergo Secretarial Audit and the
Secretarial Audit Reports of the Company
and its unlisted material subsidiaries
thereto in the prescribed Form No. MR-3 is

attached as Annexure - E, E(I) and E(II)
forming part of this Report. The same are
also available on the website of the
Company.

The Secretarial Audit Report of your
Company and its unlisted material
subsidiaries does not contain any
qualification, reservation, adverse remark
or disclaimer.

Furthermore, the Secretarial Auditor, Mr.
Sital Prasad Swain, Practicing Company
Secretaries, has also certified the
compliance as per Regulation 24A of the
SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations,
2018 and same has been intimated to the
stock exchanges within the stipulated time
and there stood no qualification reported
by the Secretarial Auditor.

Mr. Sital Prasad Swain has certified that
none of the directors on the Board of the
Company have been debarred or
disqualified from being appointed or
continuing as director of Companies by the
Board/Ministry of Corporate Affairs or any
such statutory authority. The said
certificate is appended to the Board's
Report and should also form a part of the
Corporate Governance Report of the Board
as required under the SEBI Listing
Regulations.

Further, in accordance with the third
amendment of SEBI (LODR), and as per
recommendation of Audit Committee, the
Board of Directors of the Company has
appointed Mr. Sital Prasad Swain as the
Secretarial Auditor of the Company from
the conclusion of 62nd AGM till the
conclusion of 67th AGM, to carry out the
Secretarial Audit for a period of five
consecutive financial years i.e., from FY
2025-26 to FY 2029-30 on such terms of
remuneration, including reimbursement of
out-of-pocket expenses, as may be
mutually agreed to between the Board of
Directors of the Company and the
Secretarial Auditor. The Company has
received a written consent from him that
the appointment is in accordance with the
applicable provisions of the Act and rules
framed thereunder.

The brief resume/details relating to
Secretarial Auditor who is to be appointed

is furnished in the Notice of the ensuing
AGM.

Cost Auditors Maintenance of cost records
and requirement of cost audit as
prescribed under the provisions of Section
148(1) of the Companies Act, 2013 are not
applicable in respect of the business
activities carried out by the Company.

37. PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosures pertaining to remuneration
and other details as required under
Section 197(12) of the Act read with Rule
5(1) of Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 is annexed to this Board's
Report and are marked as '"Annexure - F'.
In terms of the provisions of section 136 of
the Act, the report is being sent to the
members and others entitled thereto. This
statement prescribed under rule 5(2) and
5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rule, 2014 will be made available by email
to members of the Company seeking such
information. The members can send an
email to rsdfinance.ltd@gmail.com. It shall
also be kept open for inspection by any
member at the registered office of the
Company during business hours.

38. PARTICULARS OF LOANS,

INVESTMENTS AND GUARANTEES
Details of loans, guarantees and
investments covered under Section 186 of
the Act are provided in Note 6 and 11
forming part of Financial Statements.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of
Conduct for Prevention of Insider Trading
for its Designated Persons in compliance
with the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Code lays
down Guidelines which advise the insiders
on procedures to be followed and
disclosures to be made, while dealing with
the shares of the Company, and cautioning
them of the consequences of violations.
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 Company has also adopted 'Code of
Practice and Procedures for Fair
Disclosure of Unpublished Price Sensitive
Information' in accordance with the SEBI
(Prohibition of Insider Trading)
Regulations, 2015. This Code aims to set
forth a framework and policy for fair
disclosure of events and occurrences that
could resolutely impact price of the
Company's securities. The Company
endeavors to preserve the confidentiality
of un-published price sensitive
information and to prevent misuse of such
information.

The code of conduct for Prevention of

Insider Trading is posted on the website of

the Company and can be accessed at:

www.rsdfinancelimited.com

All the Board of Directors and designated

employees have confirmed compliance

with the Code.

40. NUMBER OF BOARD MEETINGS

During the year under review, Ten Board
Meetings were convened and held on April
22, 2024, May 27, 2024, August 14, 2024,
August 26, 2024, October 04, 2024,
November 14, 2024, December 03, 2024,
December 27, 2024, January 18, 2025, and
February 14, 2025. The details of which
are given in the Corporate Governance
Report which is forming part of this
Annual Report.

41. ANNUAL RETURN

The annual return of the company is also
available on the company's website at
www.rsdfinancelimited.com and is
available at the

linkwww.rsdfinancelimited.com/investorr
elations/annualreturn

42. MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis
Report on the operations of the Company,
as stipulated under Chapter IV of SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 is
provided in a separate section and forms
an integral part of this Report.

43. CORPORATE GOVERNANCE

The Company believes that establishing
good corporate governance practices in
each and every function of the
organization leads to increased
operational efficiencies and sustained long

term value creation for all stakeholders. In
terms of Regulation 34(3) read with
Schedule V of the Listing Regulations, the
following forms part of this Report:

(i) Report on the Corporate Governance;

(ii) Declaration regarding compliance to Code
of Conduct by Board Members and Senior
Management Personnel;

(iii) A certificate from a Practicing Company
Secretary that none of the directors on the
Board of the Company have been debarred
or disqualified from being appointed or
continuing as directors of companies by
the Board/Ministry of Corporate Affairs or
any such statutory authority;

(iv) the Certificate duly signed by the
Managing Director and Chief Financial
Officer on the Financial Statements of the
Company for the year ended March 31,
2025 as submitted to the Board of
Directors at their meeting held on May 24,
2025; and

(v) Auditors' Certificate regarding compliance
of conditions of Corporate Governance

44. SECRETARIAL STANDARDS

During the Financial Year 2024-25, the
Company has complied with all the
relevant provisions of Secretarial
Standards issued by the Institute of
Company Secretaries of India on Board
Meetings and General Meetings (SS1 and
SS2).

45. RBI REGULATIONS

The Company has complied with the
applicable regulations of RBI as on March
31, 2025.

46. RBI GUIDELINES

The Company continues to comply with all
the applicable regulations prescribed by
the Reserve Bank of India ("RBI"), from
time to time.

47. SIGNIFICANT & MATERIAL ORDERS
PASSED BY THE REGULATORS

There were no significant and material
orders passed by the regulators or courts
or tribunals that would impact the going
concern status of the Company and its
future operations.

48. INSTANCES OF FRAUD, IF ANY
REPORTED BY THE AUDITORS

During the year under review, neither the
statutory auditors nor the secretarial
auditor has reported to the Audit
Committee under Section 143 (12) of
Companies Act, 2013, any instances of
fraud committed against the Company by
its officers or employees, the details of
which needs to be mentioned in the
Board's Report.

49. APPLICATION/PROCEEDING PENDING
UNDER IBC:

None of the application has been made or
any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year

50. HUMAN RESOURCES

Your Company continues to put due
emphasis on appropriate human resource
development for its business. The
employees of the Company and the group
fully identify with the Company's and the
groups vision and business goals.

51. POLICY ON PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT THE
WORKPLACE

The Company has zero tolerance for sexual
harassment at workplace. We have
adopted a Policy on Prevention,
Prohibition and Redressal of Sexual
Harassment at the Workplace and
constituted the Internal Complaints
Committee in line with the provisions of
the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there
under. The Policy aims to provide
protection to employees at the workplace
and prevent and redress complaints of
sexual harassment and for matters
connected or incidental thereto, with the
objective of providing a safe working
environment, where employees feel
secure.

The Company has not received any
complaint under the said policy. Web link
for the policy in the website is
www.rsdfinancelimited.com/codes-
policies.

52. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

The Company has complied with the
provisions of Maternity Benefit Act, 1961,
including all applicable amendments and
rules framed there under. The company is
committed to ensure a safe, inclusive and
supportive workplace for women
employees. All eligible women employees
are provided with maternity benefits as
prescribed under the Maternity Benefit
Act, 1961, including paid maternity leave,
nursing breaks and protection from
dismissal during maternity leave.

The company also ensures that no
discrimination is made in recruitment or
service conditions on the grounds of
maternity, necessary internal systems and
HR Policies are in place to uphold the
spirit and letter of the legislation.

53. GENDER-WISE COMPOSITION OF
EMPLOYEES

In alignment with the principles of
diversity, equity and inclusion (DEI), the
company discloses below the gender
composition of its workforce as on March
31, 2025.

Male Employee: - 6 (Six)

Female Employee:- 2 (Two
Transgender Employees:- Nil
The disclosure reinforces the Company's
efforts to promote an inclusive workplace
culture and equal

opportunity for all individuals, regardless
of gender.

54. GENERAL

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

a) Issue of equity shares with differential
rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity
shares and ESOP) to the employees of the
Company under any scheme.

c) The Company does not have any scheme of

Place: Jamshedpur
Date: August 13, 2025

provision of money for the purchase of its
own shares by employees or by trustees
for the benefit of employees.

d) Business Responsibility Report is not
applicable on the Company.

e) Formation of Dividend Distribution Policy
is not applicable on the Company.

f) Your Company has not raised funds
through preferential allotment or qualified
institutions placement as per Regulation
32(7A) of the Listing Regulations.

g) The requirement to disclose the details of
difference between amount of the
valuation done at the time of onetime
settlement and the valuation done while
taking loan from the Banks or Financial
Institutions along with the reasons
thereof, is not applicable.

55. APPRECIATION

Your Directors would like to acknowledge
the role of all its stakeholders' viz.,
shareholders, bankers, lenders, borrowers
and all others for their continued support
to your Company and the confidence and
faith that they have always reposed in
your Company.

Your Directors acknowledge and
appreciate the guidance and support
extended by all the Regulatory authorities
including Securities Exchange Board of
India (SEBI), Reserve Bank of India (RBI),
Ministry of Corporate Affairs (MCA),
Registrar of Companies, Kolkata (ROC), the
Stock Exchanges and the NSDL and CDSL.

We value the professionalism of all the
employees who have proved themselves in
a challenging environment and whose
efforts have stood the Company in good
stead and taken it to present level.

For and on behalf of the Board

Sd/- Sd/-

Rajeev Singh Dugal Upneet Dugal

Managing Director Director

DIN:00052037 DIN:07680726