R R Financial Consultants Ltd Directors Report

RR Financial Consultants Limited (RRFCL) is a Non-Systemically Important Non-Deposit taking Non-Banking Financial Company (“NBFC-ND-NSI”), holding a Certificate of Registration dated March 11^th1998, from the Reserve Bank of India (“RBI”).

The results of yours Companys consolidated financial prudence and business excellence for the period ended on 31^st March, 2024 are as follows:

(As per IND AS) (All Amount in is in Hundred otherwise stated)

The Standalone financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary

The Gross Income of the company during the period under review is 1,05,013.34 as compared to 77,502.09 in the previous period. The Company registered a Profit after Tax and Depreciation amounting1,543.31 as against Profit of 126.53 in the previous year. The performance of the Company during the period under review has been satisfactory.

Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No dividend has therefore been recommended for the year ended March 31, 2023.

The Register of Members and the Share Transfer Books of the company will be closed from Saturday, 21^st September 2024 to Friday, 27^th September 2024 (both days inclusive) for the purpose of the 37^th Annual General Meeting of the Shareholders of the company to be held on 27^th September, 2024.

The Company proposes to retain the entire amount in the profit and loss account.

The Financial Statement of the Company for the Financial year 2023-24 are prepared in compliance with the accounting principles generally accepted in India, including the Indian Accounting Standards

(Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rule 2015, as amended, and other accounting principal accepted in India and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.rrfcl.com

There is no material changes affecting the financial position of the Company occurred during the Financial Year ended as on 31st March, 2024 to which this financial statement relates on the date of this report.

During the year there is no change in registered office of the company.

The issued, subscribed and paid up Equity Share Capital as on 31st March, 2024 was 110607000 .During the year under review the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3) (c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the of provisions of the said Section are not applicable.

The Company has Six subsidiaries as on March 31, 2024. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries inForm AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

As per sec 2 (87) of the Companies Act, 2013 the subsidiaries of subsidiaries of RRFCL are deemed to be subsidiaries of RRFCL.

Further, for details of subsidiaries of subsidiaries, please refer to the Corporate Governance Report, which is a part of this report.

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of companies in the meeting of Board of Directors of R R Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies. AOC-1 pursuant to section 129(3) of the act; statement containing the salient features of the financial statement of subsidiary/associate/joint venture is annexed herewith as (Annexure 1).

10. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries and associates companies and their contribution to the overall performance of the Company can be referred in form AOC-1 and the Consolidated Financial Statements of the Company.

11. PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under during the period under review.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors

During the year, there are some changes took place in the composition of the Board of Directors of the Company: Please refer to the Corporate Governance Report, which is part of this report.

b) Director coming up for retire by rotation

In accordance with the provisions of the Act, and the Articles of Association of the Company, Ms. Priyanka Singh retires by rotation and she has shown her willingness to continue her position and being eligible for re-appointment.

c) Independent Directors

The Independent Director holds office for a fixed term of five years and is not liable to retire by rotation. In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and SEBI Regulations.

d) Board Effectiveness

Familiarization Programme for the Independent Director in compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in Corporate Governance Report. The same is also available on the website of the Company.

e) Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under:

During the year under review following changes took place in the Board of Directors and Key Managerial Persons: i. Mr. Vijay Mohan Malik resigned from the post of Chief Financial Officer w.e.f closure of business hours of November 30, 2023. ii. Ms. Suman Negi resigned from the post of Company Secretary of the Company w.e.f closure of business hours of July 15, 2023. iii. Ms. Kalpana was appointed as Company Secretary of the Company w.e.f August 23, 2023. iv. Mr. Shiv Kumar Yadav was appointed as Chief Financial Officer of the Company w.e.f February 22, 2024.

13. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

15. BOARD MEETINGS

Sixteen (16) Meetings of the Board were held during the year. For details of meetings of the board, please refer to the Corporate Governance Report, which is a part of this report.

16. COMMITTEE OF BOARD

a) AUDIT COMMITTEE

During the year Eight (8) Audit Committee meeting were held, the details of which are given in Corporate Governance Report and maximum gap between the meetings is well within the limits prescribed under Companies act, 2013 and as per SEBI listing regulations.

b) NOMINATION AND REMUNERATION COMMITTEE

During the year, Five (5)Nominations and Remuneration Committee meeting was held, the details of which are given in Corporate Governance Report as prescribed under Companies Act, 2013 and clause 49 of the listing agreement.

c) STAKEHOLDER RELATIONSHIP COMMITTEE

During the year, Ten (10) complaints were registered by stakeholders. However, Four (4) Stakeholders Relationship Committee meeting was held, and the detail of committee is given in Corporate Governance Report.

17. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

18. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

19. PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledged with any banks or financial institutions.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board regarding the fulfillment of all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

22. LISTING OF SHARES

Your Companys shares are listed and are being traded on the Bombay Stock Exchange Limited (BSE). The Listing Fees for the financial year 2023-24 has been paid.

23. GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ‘Green Initiative, the Company has effected electronic delivery of Notice of AGM and Annual Report to those shareholders whose email ids were registered with the respective depository participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The Companies Act, 2013 and the underlying rules as well as Clause 32 of the listing agreement permit the dissemination of financial statements in electronic mode to the shareholders. Your directors are thankful to the shareholders for actively participating in the green initiative and seek your continued support for implementation of the green initiative.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, the board of directors, to the best of their knowledge and ability, confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b) that they 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 at the end of the financial year and of the profit of the Company for that period; c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2023-24.

25. HUMAN RESOURCES

The well disciplined workforce which has served the company for three decades lies at the very foundation of the companys major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

26. BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

27. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and by the resolve to be a customer-centric organization which motivates the Companys Management to be aligned to deliver leading-edge building products backed with dependable after sales services.

Your Company is committed to creating and maximizing long term value for shareholder and essentially follows a four pronged approach to achieve this end.

a) By increasing all round operational efficiency, b) By identifying strategies that enhance its competitive advantage, c) By managing risks and pursuing opportunities for profitable growth, d) By cementing relationships with other important stakeholder groups through meaningful engagement processes and mutually rewarding associations that enable it to create positive impacts on the economic, societal and environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the shareholder and investor of receiving transparent and unfettered information on the Companys performance.

28. INTERNAL CONTROL SYSTEMS

a) Internal Control System and their adequacy

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year. The Company has an Internal Audit (IA) function. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectives and independence, the IA function reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor evaluates the efficiency and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. b) Internal Controls Over Financial Reporting

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee. The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

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

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the notes to the financial statements provided in this Annual Report.

30. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys operations in future.

31. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134 of the Companies Act, 2013 read with the allied Rules, the Annual Return of the Company for Financial Year ended March 31, 2024 will be available on the website of the Company i.e. www.rrfcl.com.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED

TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arms length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company in compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-3)

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

Particular in respect of Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo under Section 134(3) (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given as per Annexure-4 of this report.

34. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE

COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors Report and forms part of this report. The ratio of the remuneration of each director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as (Annexure-5).

35. FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2023-24 within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

36. AUDITORS a) STATUTORY AUDITORS

M/s G.C. Agarwal & Associates, Chartered Accountants, Delhi (FRN: 017851N) was re-appointed as Chartered Accountants with approval of shareholders in 36^th Annual General Meeting held on September 28, 2023 till the conclusion of AGM going to be held in the year 2028.

There is no qualification, reservations or adverse remark in Statutory Auditors report. The observations of Statutory Auditor in their Report read with relevant notes to Accounts are self-explanatory and therefore, do not require any further explanation.

b) SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Mr. Sudhir Arya, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2023-2024. The Report of Secretarial Auditor (Form MR-3) for the FY 2023-2024 is annexed to the report as (Annexure-6).

Secretarial Audit Report of Material Subsidiary (ies) of the Company is enclosed herewith in

(Annexure-6).

37. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditors report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

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

There have been no instances of any fraud reported by the Statutory Auditors of the Company in pursuance of Section 143(12) of the Companies Act, 2013.

39. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

40. PREVENTION OF SEXUAL HARASSMENT PREVENTION OF SEXUAL HARASSMENT

Your Company has framed ‘Anti Sexual Harassment Policy at workplace and has constituted an Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. No complaints with allegations of any sexual harassment were reported during the year under review.

41. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a companys structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not just those required by government, but also those we impose on ourselves to meet the highest possible standards.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) and 53(f) read with schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from G.C. Agarwal & Associates, Chartered Accountants regarding compliance with the conditions of Corporate Governance as stipulated under schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.

42. OTHER STATUTORY DISCLOSURES

During the year under review, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) Details relating to deposits covered under Chapter V of the Act. The Company had no outstanding, unpaid or unclaimed public deposits during the FY 2024; b) Maintenance of cost records under sub-section (1) of Section 148 of the Act is not applicable to the Company; c) Issue of equity shares with differential rights as to dividend, voting or otherwise; d) Issue of Sweat Equity shares; e) Any remuneration or commission to the Wholetime Director of the Company from the subsidiaries of the Company; f) No significant and material orders passed by the Regulators/Courts/Tribunals which impact the going concern status and Companys operations in future; g) No change in the nature of the business of the Company; h) No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016; and i) No instance of any one-time settlement with any Banks or Financial Institutions.

There have been no material changes and commitment, affecting the financial position of the Company which occurred between the end of the financial year 2023-24 till the date of this Report, other than those already mentioned in this Report.

43. Details relating to deposits covered under Chapter V of the Act. The Company had no outstanding, unpaid or unclaimed public deposits during the FY 2023-24;

44. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

45. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report. 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 that such systems are adequate and operating effectively.

CAUTIONARY NOTE

Certain statements in the Management Discussion and Analysis section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Companys growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Companys financial statements and notes on accounts.

APPRECIATION

The Directors thank the Companys employees, customers, vendors, investors, and academic partners for their continuous support. The Directors also thank the Government of India, governments of various states in India, and concerned government departments and agencies for their co-operation.

Directors appreciate and value the contribution made by every member of the RR family.

ANNEXURE A

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Annexure 5 to Directors Report

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Notes

*Mr. Rajat Prasad, Chairman and Executive Director, is the Managing Director & CEO of RRFCL and Mrs. Priyanka Singh, Women Non-executive Director did not drawn any remuneration from the Company. In view of the same, the percentage increase/decrease in his/her remuneration has not been computed.

46. Information as per Rule 5(2) of Chapter XIII of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) During the financial year 2023-24, no employee received the remuneration aggregating to 1 crore and two lakh rupees p.a.

(ii) During the Financial Year 2023-24, no employee employed for part of the year with an average salary above 8 lakhs and 50 thousand per month

Annexure 6 to Directors Report FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rules No 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members,

R R Financial Consultants Limited

412-422, 4^TH Floor, Indraprakash Building, 21 Barakhamba Road, New Delhi 110001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. R R FINANCIAL CONSULTANTS LIMITED (hereinafter called ‘Company or ‘RRIB) for the financial year ended March 31, 2024 (‘Audit Period). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. R R FINANCIAL CONSULTANTS LIMITED (“the Company”) for the Audit Period, according to the provisions of applicable law provided hereunder: (1) The Companies Act, 2013 (the Act) and the rules made thereunder and circular and notification issued by MCA from time to time; (2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (4) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and (Prohibition of Insider Trading) Amendment Regulation 2018 notified on dated 21/01/2019; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable during the financial year under review as the company has not issued further capital:

(d) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not applicable as the Company has not issued any debt securities during the financial year under review;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

Not applicable as the Company has not delist its equity shares during the financial year under review: and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; not applicable as the Company has not bought back any of its shares during the financial year under review;

(i) The securities and exchange board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (6) Reserve Bank of India Act, 1934. (7) Master circular and directions issued by Reserve Bank of India (RBI) for the NBFC (Non Deposit Accepting or Holding) companies from time to time.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards for Board Meetings (SS-1) and for General Meetings (SS-2) issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with Bombay stock exchange. (iii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines

We further report that except the following, there was no other specific events/actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines etc referred to above, during the financial year ended 31^st March 2024.

‘ANNEXURE A

To The Members,

M/s. R R FINANCIAL CONSULTANTSLIMITED

Our Secretarial Audit Report for the Financial Year ended 31st March, 2024, of even date is to be read along with this letter.

Managements Responsibility:

Auditors Responsibility:

Disclaimer

10. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Annexure 6 to Directors Report FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FORTHE FINANCIAL YEAR ENDED 31^st March, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rules No 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014and Regulation 24A of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members,

R R Investor Capital Services Private Limited

412-422, 4^TH Floor, Indraprakash Building, 21 Barakhamba Road, New Delhi - 110001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED (hereinafter called ‘Company or ‘RRICS) for the financial year ended March 31, 2024 (‘Audit Period). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED (“the Company”) for the Audit Period, according to the provisions of applicable law provided hereunder: (1) The Companies Act, 2013 (the Act) and the rules made thereunder and circular and notification issued by MCA from time to time; (2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder Not Applicable to the Company during the Audit Period;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011- Not applicable to the Company during the Audit Period;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not applicable to the Company during the Audit Period;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable to the Company during the Audit Period;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not applicable to the Company during the Audit Period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable to the Company during the Audit Period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not applicable to the Company during the Audit Period;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 -

Not applicable to the Company during the Audit Period; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable to the Company during the Audit Period;

The Company being a material subsidiary of M/s R R FINANCIAL CONSULTANTS LIMITED, directors and certain employees of the Company have been categorized as Designated Persons and are covered by the Code of Conduct under The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, of M/s R R Financials Consultants Ltd.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards for Board Meetings (SS-1) and for General Meetings (SS-2) issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with stock exchange (s).- Not applicable to the Company during the Audit Period;

(iii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.if applicable -Not applicable to the Company during the Audit Period;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

‘ANNEXURE A

To The Members,

R R INVESTOR CAPITAL SERVICES PRIVATE LIMITED

Our report of even date is to be read along with this letter.

Annexure 6 to Directors Report

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED 31st March, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rules No 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members,

R R Insurance Brokers Private Limited

412-422, 4^TH Floor, Indraprakash Building, 21 Barakhamba Road, New Delhi 110001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. RR INSURANCE BROKERS PRIVATE LIMITED (hereinafter called ‘Company or ‘RRIB) for the financial year ended March 31, 2024 (‘Audit Period). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by RR INSURANCE BROKERS PRIVATE LIMITED (“the Company”) for the Audit Period, according to the provisions of applicable law provided hereunder: (1) The Companies Act, 2013 (the Act) and the rules made thereunder and circular and notification issued by MCA from time to time; (2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder Not Applicable to the Company during the Audit Period;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011- Not applicable to the Company during the Audit Period;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not applicable to the Company during the Audit Period;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable to the Company during the Audit Period;

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not applicable to the Company during the Audit Period;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable to the Company during the Audit Period; f. The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not applicable to the Company during the Audit Period; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company during the Audit Period; and h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable to the Company during the Audit Period;

The Company being a material subsidiary of M/s R R FINANCIAL CONSULTANTS LIMITED, directors and certain employees of the Company have been categorized as Designated Persons and are covered by the Code of Conduct under The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, of M/s R R Financials Consultants Ltd.

We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards for Board Meetings (SS-1) and for General Meetings (SS-2) issued by The Institute of Company Secretaries of India. ii. The Listing Agreements entered into by the Company with Bombay stock exchange.- Not applicable to the Company during the Audit Period; iii. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.if applicable -Not applicable to the Company during the Audit Period; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members v iews are captured and recorded as part of the minutes.

We further report that there are adequate s y s tems and processes in the c ompany commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

‘ANNEXURE A

To The Members,

RR INSURANCE BROKERS PRIVATE LIMITED

Our report of even date is to be read along with this letter.

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rules No 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members,

R R Equity Brokers Private Limited

55, 1st Floor, Near Flyover Neelam Chowk, NIIT Faridabad, Haryana 121001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. RR EQUITY BROKERS PRIVATE LIMITED (hereinafter called ‘Company or ‘RRIB) for the financial year ended March 31, 2024 (‘Audit Period). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by RR EQUITY BROKERS PRIVATE LIMITED (“the Company”) for the Audit Period, according to the provisions of applicable law provided hereunder: (1) The Companies Act, 2013 (the Act) and the rules made thereunder and circular and notification issued by MCA from time to time; (2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder Not Applicable to the Company during the Audit Period;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011- Not applicable to the Company during the Audit Period;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not applicable to the Company during the Audit Period;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable to the Company during the Audit Period;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not applicable to the Company during the Audit Period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable to the Company during the Audit Period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not applicable to the Company during the Audit Period;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 -

Not applicable to the Company during the Audit Period; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable to the Company during the Audit Period;

The Company being a material subsidiary of M/s R R FINANCIAL CONSULTANTS LIMITED, directors and certain employees of the Company have been categorized as Designated Persons and are covered by the Code of Conduct under The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, of M/s R R Financials Consultants Ltd.

We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards for Board Meetings (SS-1) and for General Meetings (SS-2) issued by The Institute of Company Secretaries of India. ii. The Listing Agreements entered into by the Company with stock exchange.- Not applicable to the Company during the Audit Period; iii. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.if applicable -Not applicable to the Company during the Audit Period;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

‘ANNEXURE A

To The Members,

RR EQUITY BROKERS PRIVATE LIMITED

Our report of even date is to be read along with this letter.