R J Shah & Company Ltd Directors Report

To,

The Members,

The Board of Directors is pleased to present the Companys Sixty Seventh Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS: -

Particulars	Standalone Year Ended
	31/03/2025	31/03/2024
Revenue from Operations	1,046.02	-
Other Income	179.03	535.77
Total Revenue	1,225.05	535.77
Less: Other Expenses	433.57	71.61
Profit / (Loss) before Interest and Depreciation	791.48	464.16
Less: Finance Cost	13.81	13.82
Profit/(Loss) Before Depreciation	777.67	450.34
Less: Depreciation	6.81	6.19
Profit /(Loss) Before Tax	770.86	444.15
Less: Tax expenses	195.43	70.51
Profit / (loss) after tax	575.43	373.64
Other comprehensive Income for the year	-	-
Total comprehensive Income for the year	575.43	373.64

OPERATIONAL REVIEW:

Gross revenues for the year ended 31^st March, 2025 was Rs. 1,225.05/- Lakhs as against Rs. 535.77/- Lakhs in the previous year. Profit before taxation was Rs. 770.86 Lakhs as against Rs. 444.15/- Lakhs in the previous year. The net profit of the Company for the year under review was Rs. 373.63/- Lakhs as against Rs. 57.86/- Lakhs in the previous year.

DIVIDEND AND RESERVES:

Your Directors are pleased to recommended a dividend of 25% i.e. Rs. 2.50 per Equity Share of Face Value of Rs. 10/- each payable to those Shareholders whose name appear in the Register of Members as on the Record Date. The Equity Dividend outgo for the Financial Year 2024-25 would absorb a sum of approximately Rs. 7.00 Lakh (inclusive of TDS).

During the year under review, as permitted under the Act, the Board of Directors of your Company ("Board") does not propose to transfer any amount to General Reserves.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore only). The paid-up equity capital as on March 31, 2025 was Rs. 28,01,000/-. During the year under review, the Company has not issued any shares.

LISTING:

The Company is listed on the BSE Limited (BSE). The Companys Scrip Code is 509845 and ISIN No. is INE712Z01019.

CHANGES IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year.

SUBSIDIARY / ASSOCIATE COMPANY:

The Company does not have any subsidiary or associate company.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31^st March, 2025 is uploaded on the website of the Company and can be accessed at www.rjshahandco.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consist of the following Directors and Key Managerial Personals;

- Ms. Kalindi Shah (DIN: 00402482): Chairperson and Managing Director,

- Mr. Sunil Masand (00371211): Non-Executive Director,

- Mr. Neville Mody (DIN: 00187067): Non-Executive, Independent Director

- Dr. Pranav Agrawal (DIN: 10590800): Non-Executive, Independent Director

- Mrs. Jyoti Mehta (DIN: 10944301): Non-Executive, Independent Director

- Mrs. Ishani Vakharia - Chief Financial Officer

- Mr. Ram Narayan Gupta - Company Secretary and Compliance Officer

Dr. Pranav Agrawal (DIN: 10590800) and Mr. Jyoti Mehta (DIN: 10944301) were appointed as an Independent Directors of the Company vide the Extra-Ordinary General Meetings held on 7^th May, 2024 and 25^th March, 2025 respectively.

Mrs. Swati Agrawal (00402476) ceased to be Director of the Company w.e.f. 5^th July, 2024. Your Board places on record their gratitude towards her for her selfless service since the day of their appointment and valuable guidance given during their tenure with the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act), and the Companys Articles of Association, Mr. Sunil Masand retires by rotation and being eligible has offered himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration of Independence from all the Independent Directors as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (LODR). In the opinion of the Board, the Independent Directors fulfil the conditions of Independence and they are independent of the management. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has been constituted as per the section 178(1) of the Companies Act, 2013. One Meeting of the Nomination & Remuneration Committee held during the Year.

REMUNERATION POLICY:

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, as well as financial position of the Company.

REMUNERATION TO NON- EXECUTIVE DIRECTORS:

Remuneration by way of sitting fees for attending Board meetings, are paid to Non-executive Director per meeting Rs. 5,000/- per person.

AUDIT COMMITTEE:

The Companys Audit Committee has been constituted as per section 177 of the Companies Act, 2013. Four meetings of the Audit Committee were held during the financial year 2024-25.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Companys Stakeholders Relationship Committee has been constituted as per section 177 of the Companies Act, 2013, One meeting of the Stakeholder Relationship Committee held During the year

MEETINGS OF THE BOARD:

The Board met Five (5) times during the Financial Year 2024-25 i.e. on 6^th April, 2024, 28^th May, 2024, 22^nd July, 2024, 11^th November, 2024 and 12^th February, 2025. The particulars of meetings held and attended by each Directors are mentioned in the Corporate Governance Report, which forms part of this Report.

COMMITTEES OF THE BOARD:

The Board has the following Committees:

1. Audit Committee (AC)

2. Nomination and Remuneration Committee (NRC)

3. Stakeholders Relationship Committee (SRC)

The details of the Committees along with their composition, number of meetings, attendance and related matters are provided in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY COMPANY:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.

DEPOSITS:

During the financial year 2024-25, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 and rules made there under. However, the Company has outstanding loan amount of Rs. 122.69 Lakhs received from the Directors of the Company which are exempt under the deposit rules.

RELATED PARTY TRANSACTIONS (RPTs):

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company website and can be accessed at the Web link: www.rjshahandco.com.

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

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

STATUTORY AUDIT:

Pursuant to Section 139 of the Companies Act, 2013, and rules made there under, the Board of Directors on the recommendation of the Audit Committee appoint M/s. N N K & Co., Chartered Accountants (Firms Registration No.: 143291W), as the Statutory Auditors of the from the conclusion of this 66^th Annual General Meeting to hold such office for a period of five years till the conclusion of 71^st Annual General Meeting of the Company.

There is no audit qualification, reservation or adverse remark by the Statutory Auditors on the Financial Statements for the year under review.

COST AUDIT:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the Company was not liable to appoint Cost auditors for the financial year 2024-25.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Alpesh Vekariya and Associates, a Practicing Company Secretaries in practice to undertake the Secretarial Audit and Secretarial Compliance report of the Company. The Secretarial Audit report is annexed herewith.

The observations or qualifications in the secretarial audit report are mentioned in the Corporate Governance report appended herewith.

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board proposed to appoint M/s. Alpesh Vekariya & Associates, Practicing Company Secretaries for the first term of five consecutive years i.e. from the financial year 2025-26 till the financial year 2029-30.

INTERNAL AUDITOR:

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Brijesh Dutt & Associates, Chartered Accountants as an Internal Auditor for Financial Year 2024-25 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size and scale of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee of the Board & to the Chairperson & Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

Based on the report of internal audit function, corrective action is taken and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable, if any;

b) the Directors have 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 as at 31^st March, 2025 and of the profit of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

CONSERVATION OFENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same. The Company at Wadala Office has installed Solar Panels and electricity is generated for companys use through BEST metering. Also, no foreign exchange was earned or spent.

PARTICULARS OF EMPLOYEES:

Details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No. Name of Director/KMP and Designation	Remuneration of Director/ KMP for financial year 2024-25 (Rs. in Lacs)	% increase in Remuneration in the financial year 2024-25	Ratio of remuneration of each Director/to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1 Ms. Kalindi R. Shah	Rs. 18.00/- Lacs	N.A.		Profit of Rs.
Managing Director				575.43 lacs as
2 Mr. Ram Narayan Gupta	Rs. 2.40/- Lacs	N.A.		against
Company Secretary &				Profit of Rs.
Compliance Officer				373.63 lacs
				(PY.)
3 Mrs. Ishani Vakhariya, CFO	Rs. 3.00/- Lacs	N.A.
4 Mr. Raghavendra A.	Nil	N.A.	N.A.	N.A.
Raichur
Independent Director
5 Mr. Sunil P. Masand	Nil	N.A.	N.A.	N.A.
Independent Director
6 Mrs. Swati Agrawal	Nil	N.A.	N.A.	N.A.
Independent Director
7 Mr. Neville Mody	Nil	N.A.	N.A.	N.A.
Independent Director

*The Company has paid sitting fees of Rs. 5,000 per board meeting to the Independent Directors & Non-Executive Directors during the year.

Notes

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25: As per table given above.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25 and: As per table given above.

(iii) The percentage increase in the median remuneration of employees in the financial year 2024-25: 17.86%

(iv) There were 12 contractual employees on the rolls of the Company as on March 31, 2025.

(v) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: As per table given above.

(vi) Affirmation that the remuneration is as per remuneration policy of the Company- Yes

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place robust policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. ICC has its presence at corporate office as well as at site locations. The Policy is gender neutral.

During the year under review, no complaint with allegation of sexual harassment was filed with ICC, as per the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

ESTABLISHMENT OF VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives/Chairperson of Audit Committee of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairperson of the Audit Committee. The vigil mechanism and whistle blower policy is available on the Companys website. The web link for the same is https://www.rjshahandco.com/investor- relations/policies/2023/whistle%20Blower%20policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 is not applicable for the year under review.

Where the amount to be spent by a company under these provisions does not exceed fifty lakh rupees, the requirement for the constitution of the Corporate Social Responsibility Committee shall be not be applicable and functions of such committee, in such cases, be discharged by the Board of Directors of such company.

SIGNIFICANTAND MATERIAL CHANGES/ORDERS PASSED BY THE REGULATORS OR COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

TRANSFER TO IEPF:

In pursuance of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 notified 26^th September, 2017, in addition to the transfer of amounts of unclaimed/ unpaid dividend for

the year 2016-17, the underlying shares are also due for transfer to the IEPF Authority in case the dividend remaining unclaimed for a further 7 (Seven) continuous years.

This was in pursuance of the recent enforcement of section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which requires every Company to mandatorily transfer to IEPF, the underlying shares in respect of which unpaid/ unclaimed dividend has been transferred to IEPF and for which the dividend has still remained unpaid or unclaimed for a consecutive period of next 7 (seven) years.

CORPORATE GOVERNANCE:

As prescribed under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on Corporate Governance Practices followed by the Company together with a Certificate from a Practicing Company Secretary confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Since the Company is not carrying on any activity for the last few years and does not foresee to continue the same in future, there is no write up in this section.

GENERAL DISCLOSURE:

The Company has not made any provisions of money or has not provided any loan to the employees of the Company for the purchase of shares of the Company, pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement.

ARBITRATION:

The Company has various matter undergoing with the various Arbitration/Government authority. The status of the same are as below;

Ghatghar Hydro Electric Project:

With reference to arbitration proceeds of Ghatghar, some payment of interest is pending for final release from Division office as per the Award dated 20.09.2024 of sole Arbitrator Shri. R. V. Panse. The payments of the same is awaited.

WAN:

The arguments have commenced and Honble High Court has declared 31.01.2026. Hence, the Company expect the award prior to 31.01.2026 from Sole Arbitrator Retd. Justice Shri. Rajesh Ketkar after all arguments are completed.

MRVC:

The next date of hearing is scheduled in month of September 2025 and as per Section 11, Application Arbitrator will be decided for Kalwa - Mumbra Tunnel No. 1.

MOKHABARDI:

Awaiting amendment to contract clause and consent for appointment of arbitrator from ministerial level.

DETAILS OF FRAUDS REPORTED BY AUDITORS:

During the year under review, there were no frauds reported by Statutory Auditors under provision of section 143(12) of the Companies Act, 2013 and rules there under.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

APPRECIATION:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

	For and on behalf of the Board of Directors
Place : Mumbai	Sd/- Kalindi Rajedra Shah Chairperson & Managing Director (DIN: 00402482)
Date : July 24, 2025