R M Drip & Sprinklers Systems Ltd Directors Report

To, The Members of,

R M Drip and Sprinklers Systems Limited

Your directors have pleasure in presenting 21^st (Twenty-First) Annual Report together with Audited Financial Statements and the Auditors Report on inancial st atements of the Company for the inancial year ende d 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The following are the inancial results of the Comp any for the year ended 31^st March, 2025.

Particulars	Year Ended on 31st March, 2025	Year Ended on 31st March, 2024
	(Rs. In Lakhs)	(Rs. in Lakhs)
Revenue from Operations	13034.21	5026.92
Other Income	66.15	314.69
Total Revenue	13100.36	5341.61
Less: Expenses	9886.72	4628.08
Proit Before Tax	3213.64	713.54
Less: Current Tax	(810)	(175.49)
Less: Deferred Tax Expenses/(Surplus)	0.43	2.99
Proit for the year	2392.63	541.03

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The Key highlights pertaining to the business of the Company for the year 2024-2025 and period subsequent there to have been given hereunder:

The total revenue of the Company during the inanci al year 2024-2025 was Rs. 13034.21 Lakhs against the total revenue of Rs. 5026.92 Lakhs of previous inancial year 2023-2024.

The total expenses of the Company during the inanc ial year 2024-2025 was Rs. 9886.72 Lakhs against the expenses of Rs. 4628.08 Lakhs of the previous inancial year 2023-2024.

During the F.Y. 2024-2025, your Company has incurred a proit of Rs. 2392.63 Lakhs as compared to the proit of Rs. 541.03 Lakhs of the previous inancial year 2023-20 24.

3. DIVIDEND:

Your directors recommend dividend of Rs. 0.50/- per fully paid-up equity share of Rs. 10/- each per fully paid-up equity share aggregating to Rs. 1,24,90,000/-.

4. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013, the Company has not proposed to transfer any amount to general reserve account of the Company during the year under review.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company. The Company had been working eficiently during the year. The Board of Directors report a satisfactory performance of the Company in terms of both inanci al and operational performance.

6. FINANCE:

The Company continued to focus on operational improvement also keeping continuing focus on operational levels of inventory, sound business performance, operating eficiencies in main segment of business and cost sav ing drive across the organization, which has helped it to manage the cash low from business operations.

Your Company has utilized the inancial resources f or the purpose for which same were availed and there is no deviation in the same.

7. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The particulars of investments made and loans given to subsidiaries has been disclosed in the inancia l statements in notes of the standalone inancial statements.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN AOC- 2: All contracts/arrangements/transactions that were entered by the Company during the inancial year und er review, are done on Arms length basis and in the ordinary course of business. The disclosure of particulars of contracts/arrangements entered into by the Company with the Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is not applicable to the Company.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The provisions of section 125(2) of the companies act, 2013 are not applicable to the Company as the Company has not declared any dividend and paid the same last year. The Company does not have any dividend unpaid or unclaimed for the period of seven years, thus there are no funds which are needed to be transferred to IEPF during the year under review.

11. COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

BY THE AUDITORS IN THEIR REPORT:

Title	Statutory Auditor remarks in the Standalone audit report	Directors comment on company secretary qualification or observation or other remarks in secretarial audit report
1	Point (ii) of Annexure A of Standalone audit report	The Board has noted the observation of the Secretarial Auditor regarding submission of provisional data to the bank, except for the month of March where unbilled revenue was reported.
		The Company clarifies that such provisional reporting was necessitated due to timing differences in receipt and compilation of final financial information. The same has no material impact on the accuracy of financial statements of the Company. The management has already initiated steps to ensure timely availability of finalised data for bank reporting in future.
2	Point (vii) (a) & (b) of Annexure A of Standalone audit report	The Board has noted the Auditors remarks regarding certain arrears relating to short deduction and payment of Income Tax along with applicable interest/late fee for prior years and specific financial years, as well as interest pertaining to the Employee State Insurance Corporation. The management is in the process of reconciling these amounts. In case of any confirmed liability, the Company will duly discharge the same, and where discrepancies are identified, necessary corrected statements/returns will be filed with the authorities. The Board assures that timely compliance measures are being strengthened to prevent recurrence in future.
3	Point (vii) (a) & (b) of Annexure A of Standalone audit report	The Board has taken note of the Auditors observation regarding disputed statutory dues under the Central Goods and Services Tax Act, 2017 amounting to 15.33 Lakhs for FY 2023-24, which is currently pending before the Commissioner of Central (Appeals). The Company has filed an appeal against the said demand, as it believes the levy is not tenable. The managemen will take necessary steps in accordance with the final decision of the appellate authority

 

Title	Company secretary remarks in secretarial audit report	Directors comment on company secretary qualification or observation or other remarks in secretarial audit report
1	Regulation 34(1)(a) - The listed entity shall submit to the stock exchange and publish on its website- a copy of the annual report sent to the shareholders along with the notice of the annual general meeting on or before the commencement of dispatch to its shareholders;	The notice along with annual report for the financial year was approved by the Board on 06th September 2024 and the same was dispatched to the shareholders on 07th September 2024.
	The notice along with annual report for the financial year was approved by the Board on 06th September 2024 and the same was dispatched to the shareholders on 07th September 2024. The copy of the same was also intimated to the stock exchange under the head "Notice Of Shareholders Meetings" on 07th September 2024.Whereas the copy of the annual report was submitted on the neaps.nseindia.com portal under the head Periodic Compliance >Annual Report on 01-OCT- 2024.	The copy of the same was also intimated to the stock exchange under the head "Notice Of Shareholders Meetings" on 07th September 2024.Whereas the copy of the annual report was submitted on the neaps.nseindia.com portal under the head Periodic Compliance >Annual Report on 01- OCT-2024.
2	Pursuant to Regulation 30 read with Para A of Part A (19) of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Action(s) initiated or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following: (a) search or seizure; or	SEBI had passed Settlement Order dated 05th November 2024 under Section 15JB read with Section 19 of the SEBI Act, 1992 and in terms of Regulation 23 of the Settlement Regulations to Nivrutti Pandurang Kedar (Promoter and Managing Director).
	(b) re-opening of accounts under section 130 of the Companies Act, 2013; or	The above intimation under Regulation 30 read with Para A of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 could not be filed inadvertently and it was unintentional oversight. Further the same was filed on exchange on 24th March 2025.
	(c) investigation under the provisions of Chapter XIV of the Companies Act, 2013;
	SEBI had passed Settlement Order dated 05th November 2024 under Section 15JB read with Section 19 of the SEBI Act, 1992 and in terms of Regulation 23 of the Settlement Regulations to Nivrutti Pandurang Kedar (Promoter and Managing Director).
	The above intimation under Regulation 30 read with Para A of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 could not be filed inadvertently and it was unintentional oversight. Further the same was filed on exchange on 24th March 2025.

Apart from the above there are no qualiication, re servation or adverse remark of the Statutory Auditors, Internal Auditor & Secretarial Auditor, in their report for the Financial Year ended on 31^st March, 2025.

The Observations made by the Statutory Auditors & Internal Auditor are self-explanatory and have been dealt with an Independent Auditors Report and its Annexure forming part of this Annual Report and hence do not require any further clariication.

There has been no instance of fraud reported by the statutory auditors under Section 143(12) of the Companies Act, 2013.

12. REPORTING OF FRAUDS BY AUDITORS:

There has been no instance of fraud reported by the statutory auditors under Section 143(12) of the Companies Act, 2013.

13. MAINTENANCE OF COST RECORDS AS PER SUB SECTION (1) OF SECTION 148 OF THE ACT:

The provisions of section 148(1) of the Companies Act, 2013, for the maintenance of the cost records are not applicable to the Company.

14. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO,

IN SUCH MANNER AS MAY BE PRESCRIBED: i) Conservation of energy:

Your Company is using various low power devices, which help in conservation of energy.

ii) Technology absorption:

The Company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

iii) Foreign exchange earnings and Outgo: Foreign Exchange Outgo: Nil Foreign Exchange Earnings: Nil.

15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises an optimum combination of executive, non-executive and independent directors.

A. Present composition of Board of Directors: As on the date of this report, Board of Directors of the Company comprises of total ive directors. The Composition of the Board of Directors as on date of this report is as under:

Name of Directors	DIN	Designation
1 Mr. Nivrutti Pandurang Kedar	06980548	Managing Director & Chairman
2 Mr. Somnath Khanderao Date	09843323	Non-Executive Director
3 Mr. Hiren Makwana	10048026	Independent Director
4 Mrs. Kavita Pandare	09109027	Independent Director
5 Mr. Mayur Bhatt	08715614	Independent Director
6 Mr. Atharva Nivrutti Kedar	09713023	Non-Executive Non-Independent Director

B. Changes in Board of Directors & Key Managerial Personnel during the year under review:

During the year under review, there was a change in the Key Managerial Personnel of the Company. Mrs. Anita Vasant Pagare, who served as the Company Secretary and Compliance Oficer, resigned with effect from 20 ^th September, 2024. The Board placed on record its appreciation for their valuable contribution during their tenure. Subsequently, Ms. Gracy Vijay Kale was appointed as the Company Secretary and Compliance Oficer with effect from 21 ^st September, 2024. Further, during the year, the Board appointed Mr. Atharva Nivrutti Kedar as a Non-Executive Non-Independent Director of the Company with effect from 12^th April, 2024.

C. Appointment of Directors retiring by Rotation: -

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, 2/3rd of the directors are liable to retire by rotation, and if eligible offer themselves for reappointment. Accordingly: - In the ensuing Annual General Meeting Mr. Nivrutti Pandurang Kedar (DIN: 06980548), director of the Company liable to retire by rotation and being eligible offers himself for reappointment.

D. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE

OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective ield / profession and who can effective ly contribute to the Companys business and policy decisions are considered by the Board of Directors, for appointment, as an Independent Director on the Board. The Board of Directors inter alia considers qualiication, posit ive attributes, area of expertise and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Companys Policy for Selection of Directors and determining Directors independence.

E. NUMBER OF BOARD MEETINGS:

During the year under review there were 13 (Thirteen) Board Meetings held. The Board of director meets at regular intervals to discuss and decide on Company/business policy and strategy. The details of Board meeting held during the year are as under:

Sr. No.	Date of meeting	Total number of directors on the date of meeting	No. of Directors attended	% of Attendance
01	12/04/2024	5	5	100%
02	30/05/2024	6	6	100%
03	29/06/2024	6	6	100%
04	27/07/2024	6	6	100%
05	11/08/2024	6	6	100%
06	06/09/2024	6	6	100%
07	21/09/2024	6	6	100%
08	14/11/2024	6	6	100%
09	14/12/2024	6	6	100%
10	10/02/2025	6	6	100%
12	06/03/2025	6	6	100%
13	18/03/2025	6	6	100%

During the year under review, Independent Directors Meeting was held on 19^th February, 2025 to review the performance of Non-Independent Directors and the overall performance of the Board of the Company.

16. CHANGES IN THE SHARE CAPITAL:

During the year under review, there was no change in the Authorized Share Capital of the Company. The Paid-up Share Capital of the Company was increased from Rs. 15.07 crore to Rs. 24.98 crore.

17. SHARES: Rights Issue:

The Company has not proposed any fresh Right Issue during the year under review.

Buyback of Shares:

The Company has not bought back any of its securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

Shares with Differential Rights:

The Company has not issued equity shares with differential voting rights during the period under review.

Preferential Issue:

There were no Preferential issues during the period under review.

18. COMMITTEES OF THE BOARD:

The Company being listed entity has formed Committees as required under the Companies Act, 2013. Accordingly, as on 31^st March, 2025 and presently the board has three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below:

A. AUDIT COMMITTEE: -

Name	Designation	Attendance and position held at the Committee Meetings held on
		25/05/2024	21/08/2024	07/10/2024	10/01/2025
Mr. Mayur Bhatt	Independent Director	Yes	Yes	Yes	Yes
		Member & Chairman	Member & Chairman	Member & Chairman	Member & Chairman
Mr. Hiren Makwana	Independent Director	Yes	Yes	Yes	Yes
		Member	Member	Member	Member
Mrs. Kavita Ashish Pandare	Independent Director	Yes	Yes	Yes	Yes
		Member	Member	Member	Member

The term of reference of Audit Committee is as below:

1. Oversight of the Companys inancial reporting proc ess and the disclosure of its inancial information to ensure that the inancial statement is correct, suf icient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the ixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual inancia l statements before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Signiicant adjustments made in the inancial state ments arising out of audit indings;

v. Compliance with listing and other legal requirements relating to inancial statements;

vi. Disclosure of any related party transactions;

vii. Qualiications in the draft audit report.

5. Reviewing, with the management, the half yearly in ancial statements before submission to the board for approval.

6. 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 offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditors independence, performance and effectiveness of audit process.

8. Approval or any subsequent modiication of transact ions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal inancial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, stafing and seniority of the oficial heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any signiicant indings and follow up there on.

15. Reviewing the indings of any internal investigatio ns by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. 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.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the inancial statemen ts before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the inance function or discharging that function) afte r assessing the qualiications, experience & backgr ound, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors;

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEES: -

Name	Designation	04/04/2024	24/09/2024
Mr. Mayur Bhatt	Independent Director	Yes	Yes
		Member & Chairman	Member & Chairman
Mr. Hiren Makwana	Independent Director	Yes	Yes
		Member	Member
Mrs. Kavita Ashish Pandare	Independent Director	Yes	Yes
		Member	Member

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualii cations, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualiied to become dir ectors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Remuneration Policy of the Company is available on the website of the Company at the link https://www.rmdrip.com/investors.html.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE: -

		Attendance at the Committee Meetings held on
Name	Designation	27/05/2024	10/11/2024
Mr. Mayur Bhatt	Independent Director	Yes	Yes
		Chairman & Member	Chairman & Member
Mr. Hiren Makwana	Independent Director	Yes	Yes
		Member	Member
Mrs. Kavita Ashish Pandare	Independent Director	Yes	Yes
		Member	Member
Mr. Somnath Khanderao Date	Non-Executive Non- Independent Director	Yes	Yes
		Member	Member
Mr. Nivrutti Pandurang Kedar	Chairman and Managing Director	Yes	Yes
		Member	Member

The term of reference of Stakeholders Relationship Committee is as below:

1. Eficient transfer of shares; including review of c ases for refusal of transfer/ transmission of shares and debentures;

2. Redressal of security holders / investors complaints Eficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

3. Reviewing on a periodic basis the approval / refusal of transfer or transmission of shares, debentures or any other securities;

4. Issue of duplicate certiicates and new certiicate s on split/consolidation/renewal;

5. Allotment and listing of shares;

6. Reference to statutory and regulatory authorities regarding investor grievances; and

7. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

8. Any other power speciically assigned by the Board of Directors of the Company.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors conirms that:

a. 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;

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 March 31, 2025; c. The Directors have taken proper and suficient c are for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

e. The Directors had laid down internal inancial c ontrols to be followed by the Company and that such internal inancial controls are adequate and were operating effectively.

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.

20. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the inancial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The signii cant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

21. DECLARATIONS BY THE INDEPENDENT DIRECTORS:

The Independent Directors have given their declarations under Section 149(6) and Section 149(7) of the Companies Act, 2013 and the Rules made there under. The Independent Directors meet the criteria of the independence as speciied in Section 149 of the Act and Regulation 16(b) of the SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015.

22. STATUTORY AUDITORS:

M/s Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W), were appointed as the Statutory Auditors of the Company for a period of ive (5) co nsecutive years at the Annual General Meeting held on 30^th September, 2024. Accordingly, they hold ofice unti l the conclusion of the Annual General Meeting to be held in the year 2029, subject to the provisions of the Companies Act, 2013.

The Statutory Auditors have conirmed their eligibi lity and that they continue to meet the criteria prescribed under the Companies Act, 2013 and the rules made thereunder.

The Auditors Report on the inancial statements of the Company for the inancial year ended 31st Marc h, 2025, does not contain any qualiication, reservation, adverse remark, or disclaimer. The observations of the Auditors, read together with the Notes to Accounts, are self-explanatory and, therefore, do not call for any further comments.

During the year under review, the Statutory Auditors have not reported any instance of fraud to the Audit Committee of the Company in terms of Section 143(12) of the Companies Act, 2013.

23. INTERNAL AUDITOR:

Pursuant to provisions of Section 138 of the Companies Act, 2013, M/s SHARPS & CO. Chartered Accountants, Nashik, internal auditor has conducted the Internal Audit of the Company for F.Y. 2024-2025.

24. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

M/s. Nuren Lodaya & Associates, Company Secretary in Practice, Mumbai, was appointed to conduct the secretarial audit of the Company for the inancial year 2024-20 25, pursuant to provisions of Section 204 of the Companies Act, 2013 along with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and other applicable provisions of the Act.

The Secretarial Audit Report for the Financial Year ended 31^st March 2025, is annexed herewith marked as ANNEXURE II to this Report.

25. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act 2013 the copy of annual return is available on web link viz. https://www.rmdrip.com/investors.html on the website of the Company.

26. CORPORATE GOVERNANCE:

Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company as the Company is listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has migrated from SME to Main board with effect from 30^th July, 2025 on NSE and has listed its shares on BSE Main board with effect from 30^th

July, 2025 hence Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance) will be applicable to the Company from the Current Financial year.

27. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as ANNEXURE III hereto and forms part of this Report.

28. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197(12) of the companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement containing such details enclosed as per ANNEXURE IV of the Boards Report.

29. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a Compliance Certiicate i n accordance with Regulation 17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. Nivrutti Pandurang Kedar, Managing Director of the Company. The same is enclosed as ANNEXURE V of the Boards Report.

30. DETAILS OF SUBSIDIARY/ JOINT VENTURE:

The Company was having a Subsidiary Company named Tuljai Agro Chemicals Private Limited as on 31^st March. 2025. The Consolidated Financial Statements of your Company form part of this Annual Report. Annual Report of your Company does not contain the Financial Statements of its Subsidiary. The Audited Annual Accounts and related information of the Companys Subsidiary will be made available upon request. As on the date of the Report the Company does not have any subsidiary having sold its stake from its subsidiary entity. The Company has attached AOC-1 as an ANNEXURE I to the Board Report.

31. FORMAL ANNUAL EVALUATION:

The evaluation/assessment of the Directors/KMPs and the senior oficials of the Company is to be condu cted on an annual basis to satisfy the requirements of the Companies Act, 2013. The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Board as a whole.

The Companys Nomination and Remuneration committee has set up formal mechanism to evaluate the performance of board of directors as well as that of its committees and individual directors, including chairman of the board, key managerial personnel / senior management etc.

The evaluation exercise is being carried out through an evaluation process covering aspects such as composition of the board, experience, competencies and governing issues etc.

32. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND

DISCHARGE OF THEIR DUTIES:

Remuneration Policy which includes the Directors Appointment and Remuneration and criteria for determining qualiications, positive attributes, independence o f the Directors and other matters are made available on the website of the Company at the link https://www.rmdrip.com/investors.html

33. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL

STATEMENTS:

The Company is well equipped with adequate internal inancial controls. The Company has a continuous m onitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms and review process of the management and independently by the Internal Auditors. In our view, the Internal Financial Controls, affecting the Financial Statements are adequate and are operating effectively.

34. INSURANCE:

All the properties and insurable interest of the Company to the extant required are adequately insured.

35. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the provisions of Section 135 of the Companies Act, 2013 became applicable to your Company. Accordingly, the Company was required to spend an amount of Rs. 4.45 lakhs towards Corporate Social Responsibility (CSR) activities for the inancial y ear ended 31st March, 2025. The Company is yet to spend the amount in speciied fund as per the Schedule VII of the Co mpanies Act.

The Company has framed a CSR Policy in compliance with the requirements of the Companies Act, 2013, outlining the guiding principles for selection, implementation, and monitoring of CSR activities as per ANNEXURE VI.

36. RISKS MANAGEMENT POLICY:

The Company has well laid out risk management policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly. The Risk Management Policy of the Company is available on the website of the Company at the link https://www.rmdrip.com/investors.html

37. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

38. VIGIL MACHANISM/ WHISTLE BLOWER:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a vigil mechanism policy wherein the Directors and employees are free to report violations of law, rules and regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notiied by the Board. The conidentiality of those reporting violations is ma intained and they are not subjected to any discriminatory practice.

The Vigil Mechanism Policy of the Company is available on the website of the Company at the www.rmdrip.com/investors.html

39. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the Securities

& Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys Shares.

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

There has been no signiicant and material order pa ssed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

41. DETAILS OF PAYMENT OF COMMISSION FROM SUBSIDIARIES IN TERMS OF SECTION 197(14) OF THE

COMPANIES ACT, 2013:

The Company has not paid any commission from its Subsidiary Company and hence this point is not applicable.

42. DETAILED REASONS FOR REVISION OF FINANCIAL STATEMENTS AND REPORT OF THE BOARD IN TERMS OF

SECTION 131(1) OF THE COMPANIES ACT, 2013:

The Company was not required to revise its inancia l statements or report of the Board during the ina ncial year under review and hence this point is not applicable.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: There was no instance of onetime settlement with any Bank or Financial Institution.

44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

45. HUMAN RESOURCES DEVELOPMENT:

Your Company recognizes its Human Resources as the most valuable and critical assets. This attitude is relected in the work environment and the culture promoted by your Company. Your Company believes in recruiting only highly competent, enterprising employees and providing them the liberty to pursue newer avenues that advance their professional growth in line with the advancement of your Company.

The team comprises of collectively exhaustive yet mutually exclusive, highly motivated individuals. Your Company, in addition to milestone-based appraisals, regularly hosts off-site outings and pushes various team members to attend training workshops and seminars for professional development. Owing to some focused and well executed HR management, your Company has been able to achieve some of the lowest churn levels in the industry and has also successfully streamlined internal HR policies and processes.

46. LISTING:

The Equity Shares of the Company were listed on the National Stock Exchange of India under the NSE SME Emerge Platform with effect from October 4, 2017. The Company has migrated from the NSE SME Emerge Platform to the Main Board of the National Stock Exchange of India with effect from July 30, 2025, and the Equity Shares of the Company are also listed on BSE with effect from July 30, 2025. The Annual Listing Fees for the Financial Year 2024-2025 have been duly paid to the concerned Stock Exchanges.

47. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Company Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

48. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION &

REDRESAL) ACT, 2013:

There was no case illed during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

The Company policy against Sexual Harassment of woman at workplace is available on the website of the Company at the Link https://www.rmdrip.com/investors.html.

The Annual Report on Sexual Harassment Policy for the period 1^st April, 2024 to 31^st March, 2025 is as under:

	Complaints Status for the period 01/04/2024 To 31/03/2025
Total Complaints Received	0
Total Resolved Complaints	0
Total Pending Complaints	0
Total Complaints Withdrawn	0

49. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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:

The Company has migrated from the NSE SME Emerge Platform to the Main Board of the National Stock Exchange of India with effect from July 30, 2025, and the Equity Shares of the Company are also listed on BSE with effect from July 30, 2025.

50. OTHER INFORMATION:

During the period under review, the Company has transitioned from Accounting Standards (AS) to Indian Accounting Standards (IND-AS) in compliance with the applicable regulatory framework.

51. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Companys affairs. The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Central & State Governments, Customers, Suppliers, Advisors, Consultants, Regulatory Authorities and Stock Exchange for their continued support.

For and behalf of R M Drip and Sprinklers Systems Limited
Sd/-	Sd/-
Nivrutti Pandurang Kedar	Somnath Khanderao Date
Chairman and Managing Director	Director
DIN 06980548	DIN 09843323
Place: Nashik
Date: 22nd August, 2025