Radha Madhav Corporation Ltd Directors Report

To,

The Members,

Radha Madhav Corporation Limited,

Dear Sir/Madam,

Your Directors have pleasure in presenting to you the Twenty First (21^st) Annual Report of the Company and the Audited Financial Statement for the year ended March 31, 2025.

1. OVERVIEW OF THE COMPANY (CORPORATE INSOLVENCY RESOLUTION PROCESS)

Honble NCLT Ahmedabad Bench vide order dated August 1, 2022 approved the Resolution plan of Radha Madhav Corporation Ltd.

2. FINANCIAL RESULT

The Companys performance during the year ended March 31, 2025 as compare to the previous year, is summarized below:

(Rs. In million)

	2024-25	2023-24
Income from operations
(a) Revenue from operations	1.40	-
(b) Other Income	32.20	38.48
Total income	33.60	38.48
Less: Total expenses	(32.83)	(12.61)
Profit before exceptional items and tax	0.77	25.87
Less: Exceptional Items	-	-
Profit before tax	0.77	25.87
Less: Tax expenses	-	-
Profit /(Loss) after tax	0.77	25.87
Other Comprehensive income	-	-
Total Comprehensive income for the year	0.77	25.87
Earnings Per Share (EPS)
(a) Basic	0.10	3.31
(b) Diluted	0.10	3.31

3. FINANCIAL SUMMARY

As per financial statement the Company earned a Total Income of Rs. 33.60 million during the FY 2024-25, as compared to the Total Income of Rs. 38.48 million during the previous FY 2024-25. The Companys Net Profit for the Financial Year ended March 31, 2025 stood at Rs.0.77 million as against a Net Profit of Rs. 25.87 million in the previous year.

4. CHANGE IN NAME

During the year under review, there is no change in the name of the company.

5. CHANGE IN NATURE OF BUSINESS

During the financial year there is no change in the nature of business.

6. TRANSFER TO RESERVES:

No amount was transferred to the reserves during the financial year ended March 31, 2025.

7. CHANGE IN THE SHARE CAPITAL:

As per resolution plan approved by Honble NCLT vide its order dated August 1, 2022 there is change in the share capital of the company.

AS PER PARA NO 4.6.2 OF RESOLUTION PLAN AND PARA NO. 24 OF THE HONBLE NCLT ORDER DATED AUGUST 1, 2022 IS REPRODUCED HEREIN BELOW:

". THE ENTIRE PUBLIC PAID UP SHARE CAPITAL OF RADHA MADHAV CORPORATION LIMITED SHALL BE REDUCED IN THE RATIO OF 100:1 AND THE PROMOTERS/PROMOTERS GROUP SHAREHOLDING SHALL BE EXTINGUISHED. NO AMOUNT SHALL BE PAID TO ANY OF THE EXISTING SHAREHOLDERS.

The existing and revised paid up capital post reduction of the company is as follows:

Paid up share Capital	Existing no. of shares	Revised no. of shares	Face value per Share
Equity	9,12,95,775	6,82,185	10/-
Total	9,12,95,775	6,82,185	10/-

As per para 4.3.3 of the resolution plan and as per para 25 of the Honble NCLT order dated August 1, 2022 is reproduced herein below:

"The Resolution Applicant will induct an amount of Rs. 36,71,00,000/- to implement the Resolution Plan by way of equity, quasi equity/debt by the Resolution Applicant in tranches as may be warranted from time to time."

HENCE THE COMPANY HAS ALLOTTED THE FOLLOWING NEW EQUITY SHARES TO THE NEW PROMOTERS:

No of shares allotted	Face value per share
15,00,000	10/-
40,000	10/-

Shareholding pattern post allotment and cancellation of old shares are as follows (without partly paid shares):

PARTICULARS	NO. OF SHARE ALLOTTED	PERCENTAGE OF SHAREHOLDING
PROMOTERS	15,40,000	69.30%
PUBLIC	6,82,185	30.70%
TOTAL	22,22,185	100%

Company has further allotted 1,11,70,000 partly paid-up shares to one of the promoters. Shareholding pattern post allotment and cancellation of old shares are as follows (with partly paid shares):

PARTICULARS	NO. OF SHARE ALLOTTED	PERCENTAGE OF SHAREHOLDING
PROMOTERS	15,40,000	11.50%
PROMOTER (PARTLY PAID)	1,11,70,000	83.41%
PUBLIC	6,82,185	5.09%
TOTAL	1,33,92,185	100%

As per the Honble NCLT order and as per resolution Plan Company filed corporate action forms with NSDL and CDSL for reduction of share capital Company also filed listing application before NSE and BSE for reduction of share capital in terms of Honble NCLT order dated August 1, 2022 approving the Resolution plan under IBC 2016

The company received temporary ISIN: INE172H01022 from NSDL and CDSL. However, company is yet to receive listing approval from BSE and NSE. The matter is now pending before Honble NCLT Ahmedabad Bench.

8. DIVIDEND:

With a view to strengthening the financial position of the Company, your Board have not recommended any dividend for the Financial Year 2024-25.

9. PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014.

10. BUY-BACK / BONUS SHARES

The Company has neither bought back its shares nor has issued any Bonus shares during the year under review.

11. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

The Company has not issued any debenture, bonds or non-convertible securities.

12. STATUTORY AUDITOR

M/s. Ajay Shobha & Co. (Firm Registration No. 317031E) were appointed as Statutory Auditor of the Company to hold office for a period of five years commencing from FY 20232024 till FY 2027-2028.

The Board of Directors of the Company ("the Board"), at its meeting held on December 08, 2023 has, considering the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members the reappointment of M/s. Ajay Shobha & Co., Chartered Accountants, as Statutory Auditors of the Company. The said auditors were appointed for 5 years, now eligible for further reappointed as the Statutory Auditors of the Company for the second consecutive term of five years, from the conclusion of the 19^th Annual General Meeting till the conclusion of the 24^th Annual General Meeting to be held in the year 2028.

The Statutory Auditor have given a confirmation to the effect that they are eligible to continue with their reappointment and have not been disqualified in any manner from continuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

13. COST AUDITOR

As the Central Government has not prescribed the maintenance of Cost Records Under Section 148 (1) of the Companies Act 2003, in respect of the Companys products, so Cost Audit does not apply to the Company.

14. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors at their meeting held May 29, 2024 approved the appointment of Nithish Bangera, COP-16069, ACS-12268, Proprietor of M/s NVB & Associates, Company Secretaries as the Secretarial Auditor of the Company for a period of 3 years from Financial Year 2024-25 to F.Y. 2025-2026.

M/s NVB & Associates, Practising Company Secretaries has resigned as the Secretarial Auditor of the Company due to pre-occupation. Hence, the Board of Directors in their meeting held on August 29, 2025 have recommended the appointment of M/s. DSM and Associates, Company Secretaries as the Secretarial Auditors of the Company.

Further, appointment of M/s. DSM and Associates, Company Secretaries (UCN: P2015MH038100) as Secretarial Auditors of the Company. The SEBI has amended the Listing Regulations with effect from December 12, 2024 by way of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations 2024 (SEBI Notification) on the Secretarial Audit and provides that every Listed Entity and its Material Unlisted Subsidiary incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer-reviewed Company Secretary and shall be recommended by the Board for the approval of the Shareholders. The appointment of an individual as Secretarial Auditor shall not be more than one term of five consecutive years or a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years each with the approval of the Shareholders in the Annual General Meeting.

In line with the above SEBI amendment, the Board, subject to the approval of the members, proposes to appoint M/s. DSM and Associates, Company Secretaries as Secretarial Auditors of the Company for a period of five consecutive financial years i.e., from FY 2025-26 to FY 2029-30 on such terms of remuneration, including reimbursement of out-of-pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditor.

In connection with the proposed appointment, M/s. DSM and Associates, Company Secretaries have confirmed their eligibility and independence to conduct the Secretarial Audit of Radha Madhav Corporation Limited.

Necessary resolution seeking the approval of the Members for the said appointment forms part of the Notice of the 21^st Annual General Meeting.

The Secretarial Audit Report for the Financial Year 2024-25 forms part of the Annual Report and attached herewith as Annexure- VI.

15. INTERNAL AUDITOR

The Board of Directors of the Company at their meeting held on May 29, 2024 considered and approved the appointment of M/s. Urvish Dadhaniya & Co., Chartered Accountant (Registration No. 148901W), as an Internal Auditor of the Company, for a period of 3 years from Financial Year 2024-2025 upto F.Y. 2026-27.

16. COMMENTS ON AUDITORS REPORT:

Explanation on Secretarial Auditors Report:

The Secretarial Audit Report issued by M/s. NVB & Associates, Practicing Company Secretary, for the financial year 2024-25 contains qualifications which are self-explanatory.

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

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

18. MATERIAL CHANGES AFTER THE CLOSE OF THE FINANCIAL YEAR

Changes subsequent to the financial years has been disclosed in the director report.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANES ACT, 2013.

There are no frauds reported by the Statutory Auditors of the Company under Section 143 (12) of the Companies Act, 2013.

20. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review there were following changes in the KMP of the Company: -

1. Ms. Chandni Peswani was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 25, 2024.

2. Ms. Chandni Peswani has resigned as the Company Secretary and Compliance Officer of the Company w.e.f. March 07, 2025

3. Ms. Anshu Gupta was appointed as Company Secretary and Compliance Officer of the Company w.e.f. March 18, 2025.

21. ANNUAL RETURN:

The Annual Return for the financial year ended March 31, 2025 is being uploaded on the website of the Company. The web link for the same is as under: https://www.rmclindia.co.in/annual report.html

22. DETAILS OF SUBSIDIARIES:

During the financial year, the Board of Directors of the company in its Board Meeting held on November 4, 2023 approved acquisition of majority stake in Phytoatomy Private Ltd. The Company acquired 90% stake in Phytoatomy Private Ltd. Since there are no operations in the subsidiary consolidated results is not applicable.

23. DETAILS OF ASSOCIATES:

The Company does not have any Associates Company.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure II.

25. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of Companies Act 2013 and Regulation 22 of SEBI (LODR) 2015.

The Resolution Professional oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Companys Code of Conduct and/or Ethics Policy.

The details of the policy have been disclosed on the Companys website at https://www.rmclindia.co.in/investors.html

26. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility provisions are not applicable to the Company as per the provisions contained in sub-section (2) to (6) of the section 135 of the Companies Act, 2013.

27. RELATED PARTY TRANSACTION:

Related Party Transactions were entered during the year under review.

Pursuant to Section 188 (1) of the Act, particulars of contracts/arrangements entered into by the company with related parties is attached to the director report in Form AOC-2 is attached as Annexure I.

The policy on Related Party Transactions is part of the website of the Company. The web link for the policy on related party transaction is as under: https://www.rmclindia.co.in/investors.html

28. RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

29. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under: https://www.rmclindia.co.in/investors.html

30. INDEPENDENT DIRECTOR MEETING:

The Independent Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The Meeting was held on March 18, 2025. The role of the Independent Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

31. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to the Insolvency Commencement Order dated October 22, 2020 and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested in and exercised by Resolution Professional till July 2022.

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

32. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the Independent Directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in schedule IV of the Companies Act, 2013.

33. BOARD MEETINGS:

During the year under review, seven meetings of the Board of Directors were held details of which are given in the Corporate Governance Report which is annexed as Annexure-IV to this Report.

34. ANNUAL EVALUATION BY THE BOARD:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

35. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is not mandatory.

The company has voluntary complied with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible. A separate section on Corporate Governance forms part of the Directors Report as stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the Annual Report as Annexure IV.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is annexed as Annexure- V of this Report.

37. SECRETARIAL STANDARDS:

The Board hereby states that the Company has complied with all the applicable secretarial standards to the extent possible.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, no applications were made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES:

The company received temporary ISIN INE172H01022 from NSDL and CDSL. However, company is yet to receive listing approval from BSE and NSE. The matter is now pending before Honble NCLT Ahmedabad Bench.

The Company has entered into agreements with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited. Shareholders can open their accounts with any of the Depository Participant registered with the above- mentioned depositories.

The detailed information is covered in the Corporate Governance Report forming part of this Annual Report.

41. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

On October 22, 2020, the Corporate Debtor was admitted for Corporate Insolvency Resolution Process (CIRP).

Honble NCLT Ahmedabad Bench vide order dated August 1, 2022 approved the Resolution plan submitted by the VAMA Construction Co.

However, company is yet to receive listing approval from BSE and NSE. The matter is now pending before Honble NCLT Ahmedabad Bench.

42. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF:

The trading of the company has been suspended due to procedural reason.

43. NOMINATION AND REMUNERATION POLICY (NRP):

The Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel is hosted on the website of the company at the following web link: http://rmclindia.co.in/investors.html.

An extract of the Companys policy relating to directors appointment, payment of remuneration and discharge of their duties is annexed herewith.

44. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURE AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Company does not have any employee/Director who is in receipt of remuneration exceeding the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is available for inspection.

Having regard to the second proviso to rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, such particulars shall be made available to any shareholder on a specific request made by him in writing before the date of such Annual General Meeting. Any member interested in obtaining such information may write to the company. The same is annexed herewith as Annexure- III.

45. DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment against women. The Board thereafter re-constituted a sexual harassment committee where the chairperson of the Committee is Ms. Niharika Kanojiya, Mr. Imaran Khan and Mr. Vijay Haribhai Patel are the Members. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

46. MATERNITY BENEFIT

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. During the year under review, the Company has continued to provide maternity benefits to its eligible women employees, including paid maternity leave, medical bonus, and other statutory entitlements.

Additionally, the Company has adopted progressive HR policies that support the well-being of women employees through flexible work arrangements, extended maternity support in special cases, and awareness initiatives regarding maternal health and work-life balance.

These initiatives underscore the Companys commitment to fostering a supportive, inclusive, and equitable workplace.

47. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

48. INTERNAL FINANCIAL CONTROLS:

Pursuant to the Insolvency Commencement Order and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested in and exercised by Resolution Professional till July 2022.

The Company has adequate internal financial controls besides timely statutory audit and limited reviews of performance taking place periodically.

49. DIRECTORS RESPONSIBILITY STATEMENT:

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

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That we 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 and loss of the Company for that period;

iii. 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;

iv. That the annual accounts have been prepared on a going concern basis;

v. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively;

vi. Those proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

50. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK:

The Independent directors of the company are yet to be registered with Independent director databank.

51. AUDIT COMMITTEE:

Composition of committee is as follows:

Sr. Name No.	Category	Designation
1. Niharika Kanojiya	Women Non-executive Independent Director	Chairperson
2. Imaran Khan	Non-executive Independent Director	Member
3. Vijay Patel	Non-executive Director	Member

52. NOMINATION AND REMUNERATION COMMITTEE:

Composition of committee is as follows:

Sr. Name No.	Category	Designation
1. Niharika Kanojiya	Women Non-executive Independent Director	Chairperson
2. Imaran Khan	Non-executive Independent Director	Member
3. Vijay Patel	Non-executive Director	Member

53. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition of committee is as follows:

Sr. Name No.	Category	Designation
1. Niharika Kanojiya	Women Non-executive Independent Director	Chairperson
2. Imaran Khan	Non-executive Independent Director	Member
3. Vijay Patel	Non-executive Director	Member

54. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

The Company has issued partly paid shares not carrying voting rights as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and shares with differential rights Debenture) Rules, 2014.

55. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provision of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

56. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employee Stock Option Scheme during the year under review and hence no information is provided as per provision of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

57. DISCLOSURE UNDER SECTION 62(1)(C) OF THE COMPANIES ACT, 2013:

The Company has not issued any security under the provision of Section 62(1)(c) of the Companies Act, 2013.

58. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under the review, there were no instances of non-exercising of voting right in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 is furnished.

59. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

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. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in Company securities.

60. INSURANCE:

Insurable assets of the Company are inventories, buildings, plant and machinery, Vehicles etc., Company has insured its all vehicles.

61. ECOLOGY AND SAFETY:

Company ensures safe, healthy and eco-friendly environment at its plant and surrounding area. Company continually works towards identification and reduction of risks and prevention of pollution at its plant and its surroundings. Members of the Safety Committees of the Companies have been regularly reviewing the safety measures and their implementation to ensure adequate safety in material handling and processing, control of pollution caused by liquid effluents, dust and emissions from chimney etc. Samples are periodically drawn and the reports submitted to the Pollution Control Board indicating compliance with the standards.

62. APPRECIATION:

The Directors take this opportunity to express their appreciation for continued co-operation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their continued support. Last but not the least; your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company.

For and on behalf of the Board of Directors of Radha Madhav Corporation Limited

	Sd/-	Sd/-
	Nitin Jain	Vijay Patel
Date: August 29, 2025	Whole Time Director & CFO	Whole Time Director
Place: Daman	DIN:09833381	DIN:07505750