Neelkanth Ltd Directors Report

To,

The Members

Neelkanth Limited (Formerly Known as R T Exports Limited)

Your directors are pleased to present the 45^th Annual Report of Neelkanth Limited ("the Company") together with the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1. Financial Highlights:

The financial highlights for the financial year ended March 31, 2025 is summarized below:

		(Rs. In Lakh)
Sr. No. Particulars	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024
Income
1 (a) Revenue from operations	494.08	571.85
(b) Other income	1.14	4.47
Total Income	495.22	576.32
2 Earnings before interest, taxes, depreciation and amortization	16.48	45.65
Less: Finance costs	4.35	5.12
Less: Depreciation	11.36	10.39
3 Profit before tax	0.77	30.14
Less: Tax Expense:
4Current Tax	-	-
Deferred Tax	-	-
Income tax of earlier years		-
5 Profit / (Loss) for the year	0.77	30.14
6 Add: Other Comprehensive Income	-0.09	-0.75
Total Comprehensive Income	0.68	29.39

The financial statements for the financial year ended March 31, 2025 have been prepared as per the Indian Accounting Standards (Ind-AS).

2. Operational Performance:

During the financial year under review, the Company achieved total revenue of Rs.495.22 Lakh as against Rs.576.32 Lakh in the previous financial year and net Profit after tax was Rs.0.68 Lakh as against profit of Rs.29.39 Lakh in the previous financial year.

3. Change in the nature of business of the Company:

The Company is primarily engaged in the activities of trading of commodities which primarily includes trading of rice. The Company is exploring new business opportunities in the field real estate and construction business and has invested significant amount in real estate business.

4. Subsidiaries, Associates and Joint Venture companies:

The Company does not have any subsidiary, joint venture or associate company.

5. Transfer to Reserve:

During the financial year under review, the Company did not transfer any amount to general reserve.

6. Dividend:

To conserve the resources for future requirements, your directors do not recommend any dividend for the financial year 2024-25

7. Changes in Share Capital:

During the financial year under review, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company. As on March 31, 2025, the paid-up share capital of the Company was Rs.4,35,90,000/- i.e. 43,59,000 Equity shares of Rs. 10/- each. During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights, Sweat Equity Shares and has not granted any stock options. The Company has not bought back any of its securities during the financial year under review. Further, companys shares are listed on BSE Ltd.

8. Material Changes and Commitments, if any, affecting the financial position of the Company:

There was no material changes and commitments which could affect the Companys financial position between the end of the financial year of the Company and date of this report.

9. Particulars on conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

Considering the nature of business activities of the Company, your directors have nothing to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the financial year under review.

Foreign exchange earnings and outgo:

Foreign exchange earnings and outgo	2024-25	2023-24
(i) Foreign exchange earnings (actual inflows)	Nil	Nil
(ii) Foreign exchange outgo (actual outflows)	Nil	Nil

10. Directors Responsibility Statement:

Your directors to the best of our knowledge and belief and according to the information and explanations obtained by them, make the following statement in terms of section 134(3)(c) read with Section 134(5) of the Companies Act. 2013 ("Act") that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 March 31, 2025 and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Particulars of employees:

The disclosures in terms of the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure I to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. In terms of the provisions of the first proviso to Section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to Shareholders, excluding the aforementioned information. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary of the Company.

12. Annual Return:

As required under Section 92(3) read with Section 134(3)(a) of the Act, the copy of Annual Return as on March 31, 2025 will be placed on the website of the Company and can be accessed at www.rtexports.com.

13. Public Deposits:

The Company has not accepted any deposits from the public, falling within the ambit of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding as on March 31, 2025.

14. Particulars of loans, guarantees or investments under Section 186 of the Act:

The details of loans advanced, guarantees given and investments made which are covered under Section 186 of the Act, have been disclosed in the Financial Statements at appropriate places.

15. Whistle-Blower Policy (Vigil Mechanism):

In compliance with the provisions of Section 177 of the Act, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee and the Company Secretary, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companys operations, business performance or reputation. The Policy and the Code has been posted on the website of the Company viz.www.rtexports.com.

16. Risk Management Policy:

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade-off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

17. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy (the Policy). The Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a framework in relation to remuneration of the aforesaid persons. The Nomination and Remuneration Policy has been posted on the website of the Company www.rtexports.com.

18. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013:

At Neelkanth Limited, all employees are of equal value. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

The Company has in place a formal policy for prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable on your Company under review.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) is mentioned below:

a. Number of complaints of sexual harassment received in the year: Nil b. Number of complaints disposed off during the year: Nil c. Number of cases pending for more than 90 days: Nil

Further the gender-wise breakdown of employees as on March 31, 2025, is mentioned below: Male 01 Female -01 Transgender -0

Also, the Company is in compliance with the Maternity Benefit Act, 1961 as amended from time to time.

19. Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Companys business policies and strategy apart from other business of the Board. The notice of Board meetings is given well in advance to all the directors of the Company. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meetings. In case of any business exigencies, meetings are called and convened at shorter notice. The agenda for the Board / Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors / members to take informed decision.

During the financial year 2024-2025, the Board held ten (10) meetings on May 8, 2024, May 17, 2024, July 29, 2024, August 12, 2024, August 13, 2024, November 13, 2024, December 2, 2024, December 23, 2024, February 13, 2025 and March 6, 2025. The intervening gap between these meetings was within the period prescribed under the Act and Listing Regulation.

20. Committees of the Board:

Presently, the Board has three Committees viz. the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The Composition of the committees and compliances as per the applicable provisions of the Act are as follows:

i) Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act. The members of the Committee possess sound knowledge of accounts, audit, finance, taxation, internal controls etc. As on March 31, 2025, the Audit Committee comprised of 3 members viz. Mrs. Sangeeta Kumar, Independent Director (Chairperson), Mrs. Asha Dawda, Independent Director, (Member) and Mr. Yogesh Thakkar, Independent Director (Member). The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee. During the financial year 2024-2025, the Audit Committee held six (6) meetings on May 17, 2024, July 29, 2024, August 13, 2024, November 13, 2024 , February 13, 2025 and March 6, 2025.

The Board has accepted all recommendations made by the Audit Committee during the financial year under review.

ii) Nomination and Remuneration Committee:

Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the Act.

As on March 31, 2025, the Nomination and Remuneration Committee comprised of 3 members viz. Mrs. Sangeeta Kumar, Independent Director (Chairperson), Mrs. Asha Dawda, Independent Director, (Member) and Mr. Yogesh Thakkar Independent Director, (Member). During the financial year 2024-2025, the Nomination and Remuneration Committee held three (3) meetings on July 29, 2024, November 13, 2024 and December 23, 2024.

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.

iii) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is duly constituted in accordance with the provisions of Section 178 of the Act. Stakeholders relations have been cordial during the financial year. The Committee deals with the issues relating to investors. There were no investor grievances pending as on March 31, 2025, and a confirmation to this effect has been received from the Companys Registrar and Share Transfer Agent.

As on March 31, 2025, the Stakeholders Relationship Committee comprised of 3 members viz. Mrs. Sangeeta Kumar, Independent Director (Chairperson), Mrs. Asha Dawda, Independent Director, (Member) and Mr. Yogesh Thakkar Independent Director, (Member). During the financial year 2024-2025, the Stakeholders Relationship Committee held one (1) meeting on March 6, 2025.

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Stakeholders Relationship Committee.

21. Separate meeting of Independent Directors:

As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on March 6, 2025 without the presence of Non- Independent Directors and members of the management to consider the following: (i) performance of Non-Independent Directors and the Board as a whole; and (ii) assessing the quality, quantity, and timeliness of flow of information between the Company management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of flow of information between the Company management and the Board.

22. Performance Evaluation of the Board, its Committees and Individual Directors:

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

The Board has devised questionnaire to evaluate the performance of the Board, Board Committees and individual Directors. The Chairman of respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The evaluation framework for assessing the performance of directors comprises of the following key areas: (i) Attendance at Board and Committee Meetings; (ii) Quality of contribution to the deliberations; (iii) Strategic perspectives or inputs regarding future growth of the Company and its performance; and (iv) Providing perspectives and feedback going beyond information provided by the management.

In a separate meeting of Independent Directors, considering the views of executive directors and non- executive Director, performance of non-independent directors and the Board as a whole was evaluated.

23. Contracts or arrangements with related parties under Section 188 (1) of the Act:

All related party transactions entered into during the period under review were placed before the Audit Committee and the Board for their approval, and the same are disclosed in the financial statements of your Company. Further, in terms of the provisions of section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all contracts/ arrangements/transactions entered into by the Company with its related parties during the year under review were in ordinary course of business of the Company, on an arms length basis and in accordance with the policy on related party transactions formulated by the Company and reviewed on a periodic basis.

In line with the requirements of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your Company has formulated a policy on related party transactions which is available on Companys website at https://rtexports.com/Corporate_Governance_policies.html.

During the year under review, the requirement of making disclosure of material related party transactions pursuant to Section 134(3) of Companies Act, 2013 in Form AOC-2 is not applicable to the Company. The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.

24. Directors and Key Managerial Personnel:

i. Composition of the Board:

The Board of the Company comprises an optimal mix of Executive, Non-Executive, and Independent Directors (including women directors), collectively bringing a balanced array of knowledge, skills, and expertise. The Board plays a pivotal role in providing strategic guidance and direction to the Company while ensuring the highest standards of corporate governance and safeguarding the interests of all stakeholders.

The composition of the Board as on March 31, 2025, is as under:

Mr. Yogesh Dawda	- Chairman, Wholetime Director & Chief Executive Officer
Mrs. Asha Dawda	- Non-Executive Woman Director
Mr. Yogesh Thakkar	- Non-Executive Independent Director
Mrs. Sangeeta Kumar	- Non-Executive Independent Director

ii. Retire by Rotation

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Asha Y. Dawda (DIN: 06897196), Director of the Company retires by rotation at the ensuing 45th Annual General Meeting ("AGM") and being eligible, has offered herself for re-appointment and your Board recommends her re-appointment

iii. Appointment

Mr. Yogesh Dawda (DIN: 01767642), was appointed as Chairman & Wholetime Director of the Company for a term of five (5) years with effect from August 29, 2024.

Mrs. Sangeeta Kumar (DIN: 10704866) was appointed as Independent Director of the Company for a term of five (5) years with effect from January 8, 2025, through postal ballot.

iv. Cessation

Mr. Bhavik Bhimjyani (DIN: 00160121), Managing Director the Company resigned with effect from close of business hours on July 29, 2024.

Mr. Manohar Kumar (DIN: 08355066), non-executive Independent Director of the Company resigned with effect from close of business hours on November 13, 2024.

v. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 were as follows:

Mr. Yogesh Dawda - Chairman, Wholetime Director & Chief Executive Officer Ms. Mahima Shah - Company Secretary and Compliance officer

During the year, Mr. Bhavik Bhimjyani (DIN: 00160121), Chairman & Managing Director the Company resigned with effect from close of business hours on July 29, 2024. Mr. Yogesh Dawda was appointed as Chief Executive Officer of the Company with effect from July 29, 2024 & Subsequently appointed as Chairman & Wholetime Director of the Company with effect from August 29, 2024.

Mr. Bhavesh Ramesh Pandya, Company Secretary, KMP and Compliance Officer of the Company resigned from the services of the Company with effect from September 24, 2024. Consequent to Mr. Bhavesh Ramesh Pandyas resignation, the Board appointed Ms. Mahima Shah as the Company Secretary, KMP and Compliance Officer of the Company. The appointment was effective December 23,2024.

Mr. Kirtikumar Pandya, was reappointed as Chief Financial Officer of the Company with effect from July 29, 2024. The directors express their profound grief over the sad demise of Mr. Kirtikumar Pandya, who passed away on March 29, 2025. Mr. Ajinkya Gade was appointed as the Chief Financial Officer of the Company with effect from June 27, 2025.

Apart from the above, no other Director or KMP were appointed or retired or resigned during the financial year ended March 31, 2025.

vi. Declaration from Independent Directors

The Company has received necessary declaration from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, both the Independent Directors are persons of integrity and possesses relevant expertise and experience and are independent of the management.

25. Auditors and Reports:

i. Statutory Auditors:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 42nd Annual General Meeting held on 10^th September, 2022, re- appointed M/s. Pathak H.D & Associates LLP, Chartered Accountants, (Firm Registration No.107783W), as Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold office till the conclusion of the 47th Annual General Meeting to be held for the financial year ending March 31, 2027.

M/s. Pathak H.D & Associates LLP, Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

The Auditors Report for the financial year ended March 31, 2025 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditors:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HRU & Associates, Practicing Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the financial year 2024-25.

Further in view of the amendment to Regulation 24A(1)(b) of the SEBI Listing Regulations, which mandates the rotation of Secretarial Auditors and their appointment for a fixed term of five (5) consecutive years, your directors recommends the appointment of M/s. HRU & Associates, Practicing Company Secretaries, Mumbai as the Secretarial Auditors of the Company.

The proposed appointment is for a term of five (5) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time. M/s. HRU & Associates, Practicing Company Secretaries, have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. A resolution seeking Members approval is included in Item No. 3 of the Notice convening the AGM.

The secretarial auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Secretarial audit report is attached to this report as Annexure II

iii. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed Mr. Umang Bhanushali, Company Secretary as Internal Auditor of the Company for the financial year 2024-25.

Mr. Umang Bhanushali, who is Internal Auditor have carried out internal audit for the FY 2024-25. Reports were reviewed by the Audit Committee.

iv. Maintenance of cost records:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read with Section 134(3) of the Act, were not applicable to the Company during the financial year under review.

v. Corporate Governance Report:

As per the provisions of Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply to a listed entity having paid up equity share capital not exceeding Rupees Ten Crore and Net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year.

As on the last day of the previous financial year, the paid-up equity share capital and Net worth of the Company were below the threshold limits as stated above, therefore, the Corporate Governance provisions are not applicable to the Company presently. Accordingly, the Report on Corporate Governance and certificate regarding compliance of conditions of Corporate Governance are not provided in the Annual Report. However, the Company continues adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.

vi. Management Discussion and Analysis:

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations 2015 is provided in Annexure III of this Report.

26. Internal financial control and its adequacy:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

27. Unclaimed dividends:

There were no unpaid or unclaimed dividends, which was required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government during the financial year under review.

28. Details in respect of frauds reported by Auditors other than those which are reportable to the Central

Government:During the year, the Statutory Auditors, Secretarial Auditors or Cost Auditors did not report to the Audit Committee or the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Report.

29. Secretarial Standards:

During the financial year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

30. Corporate Social Responsibility (CSR):

During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social Responsibility were not applicable to the Company.

31. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the financial year under review.

32. Significant and material orders passed by the regulators or courts or tribunals

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals that could impact the going concern status of the Company and its future operations.

33. Valuation of Assets

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

34. Acknowledgement:

The Directors would like to express their grateful appreciation for the co-operation and assistance extended by all the valued stakeholders of the Company, viz. customers, government authorities, banks, shareholders, and other business associates. The Company also acknowledges the consistent support and guidance of its Promoters. The Board of Directors also wishes to thank all the employees of the Company for their valued contribution,

Place: Mumbai	For and on behalf of the Board of Directors of
Date: September 1, 2025	Neelkanth Limited
Registered Office:	(Formerly known as R T Exports Limited)
508, Dalamal House, J. B. Road,
Nariman Point, Mumbai 400 021,
	SD/-
Maharashtra, India.
CIN: L68100MH1980PLC022582	Yogesh Dawda
Email: headoffice@rtexports.com	Chairman & Wholetime Director
Website: www.rtexports.com
	DIN: 01767642