Raideep Industries Ltd Directors Report

To

The Shareholders of the Company,

Your Directors are pleased to present this 30^th Annual Report together with the Audited Annual Financial Statements for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS - AT A GLANCE

Overall Performance of your Company

During the financial year under review, the Companys standalone net profit decreased from Rs.21,67,301 in the previous year to Rs.21,52,697. However, on a consolidated basis, the net profit increased from Rs.1,04,08,026 in the previous year to Rs.1,13,11,074, reflecting an overall improvement in the performance of the Company.

The financial summary, performance highlights operations/state of affair of your Company for the years are summarized below:

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Income from Business Operations	22,90,04,876.00	25,55,35,072.00	22,90,04,876.00	25,55,35,072.00
Other Income	53,70,615.00	74,47,394.00	1,45,28,992.00	1,56,88,119.00
Total Income	23,43,75,491.00	26,29,82,466.00	24,35,33,868.00	27,12,23,191.00
Less: Expenditure except Depreciation	23,11,48,228.00	25,92,67,980.00	23,11,48,229.00	25,92,67,980.00
Profit/Loss before	32,27,263.00	37,14,486.00	1,23,85,639.00	1,19,55,211.00
Depreciation and Tax
Less: Depreciation	5,93,199.00	5,93,030.00	5,93,199.00	5,93,030.00
Profit/Loss before	26,34,064.00	31,21,456.00	1,17,92,441.00	1,13,62,181.00
Exceptional Item and Tax
Less: Exceptional Item	0.00	2,25,233.00	0.00	2,25,233.00
Profit/Loss before Tax	26,34,064.00	28,96,223.00	1,17,92,441.00	1,11,36,948.00
Less: Tax Expense	7,30,750.00	8,32,122.00	7,30,750.00	8,32,122.00
Add: Deferred Tax Asset	-74,862.00	-1,03,200	-74,862.00	-1,03,200
Add: MAT Credit Entitlement	-	-	-	-
Less: Prior Period Taxes	-1,74,521.00	-	-1,74,521.00	-
Net Profit/Loss after tax	21,52,697.00	21,67,301.00	1,13,11,074.00	1,04,08,026.00
Add: Other Comprehensive Income	-	-	-	-
Net Profit/Loss for the period	21,52,697.00	21,67,301.00	1,13,11,074.00	1,04,08,026.00
Earnings per share:
Basic	0.39	0.39	2.05	1.89
Diluted	0.39	0.39	2.05	1.89

2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRSUNDER SECTION 134(3)(i) OF THE COMPANIES ACT, 2013

During the year under review, the revenue from operations was Rs.22,90,04,876/- on standalone basis as compared to the last years revenue Rs. 25,55,35,072/- on standalone basis. Profit before Tax (PBT) for the period is Rs.26,34,064/- as compared to Rs.28,96,223/- of last fiscal. Profit after Tax (PAT), on standalone basis, stood at Rs.21,52,697/- as compared to Rs.21,67,301/- of last fiscal and EPS stood at Rs.0.39 similar to Rs.0.39 of last financial year.

The Profit after Tax (PAT) of your Company, on consolidated basis, has gone a little upwards from Rs.1,04,08,026/- in the Financial Year 2023-24 to Rs.1,13,11,074/- in the Financial Year 2024-25 and EPS on consolidated basis stood at Rs. 2.05 as compared to Rs.1.89 of last financial year.

3. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013

With a view of augmenting financial resources for generating stable growth in future, the Board of Directors of the company have not declared any dividend for the current financial year.

4. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company for the Financial Year 2024-25 have been prepared as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

5. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

6. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31st March, 2025, the Authorized Share Capital of the Company was Rs.6,00,00,000/- consisting of 60,00,000 Equity Share of Rs.10/- each. The Paid-up Share Capital of the Company as on 31st March, 2025 was Rs.5,50,80,000/- consisting of 55,08,000 Equity Share of Rs.10/- each and during the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend as company has not declared any dividend in the past, so the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.

8. PUBLIC DEPOSITS

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as of the Balance Sheet date. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2025.

9. SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

During the financial year ended 2024-25 the Company has no subsidiary companies within the meaning of Section 2(87) of the Companies Act, 2013 ("Act").

The Company has three Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary & Associates is mentioned in Form AOC-1 marked as "Annexure-I" and forms part of this report.

10. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as attachment of this in a separate section of this Board Report.

12. CHANGE IN DIRECTOR(S) /KEY MANAGERIAL PERSONNEL(S) DURING THE YEAR

During the year under review, no change has taken place in the composition of Board of Directors. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

No Independent Directors have been appointed on the Board of Directors during the financial year 2024-25.

Note: Mr. Sumeet Singh Bagga resigned from the post of Independent Director and Ms. Parul Singh (DIN: 09811725) was appointed as an Additional Director (Independent) w.e.f. 27.05.2025.

Ms. Somali Trivedi (DIN: 10761851) was appointed as an Additional Director (Independent) w.e.f. 13.08.2025

13. RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company. To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013, Mr. Rai Sahib (DIN: 01582498) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Since, The Board recommends his reappointment at the ensuing Annual General Meeting (AGM).

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF

COMPANIES ACT, 2013

All Independent Directors have given declarations under Section 149(7) that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

15. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT, 2013

As required under Section 134(3)(a) of the Companies Act, 2013 the Annual Return for the financial year ended on 31st March 2025 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Companys website and can be accessed at https://www.raideepindustries.com/investor-desk/annual-return

16. NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

During the financial year ended on March 31, 2025, 7 (Seven) Board Meetings were held. The dates on which the Board meetings were held are 24.04.2024, 29.05.2024, 13.08.2024, 29.08.2024, 30.08.2024, 12.11.2024 & 14.02.2025. The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on Tuesday, March 26, 2025 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Mr. Inderbir Singh Chawla (Chairperson), Ms. Parul Singh, Ms. Somali Trivedi and Mrs. Paramjit Bhalla as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The details of Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

18. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of

Mr. Inderbir Singh Chawla (Chairperson), Ms. Parul Singh, Ms. Somali Trivedi and Mrs. Paramjit Bhalla as Members.

The details of Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders Relationship Committee of the Company comprises of

Mr. Inderbir Singh Chawla (Chairperson), Ms. Parul Singh, Ms. Somali Trivedi and Mrs. Paramjit Bhalla as Members.

The details of Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

20. VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of Section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation& Disclosure Requirement) Regulation, 2015.

21. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behaviour, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

22. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION

ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

M/s Montek S & Associates, Chartered Accountants, (Firm Registration No. 020247N) were appointed as Statutory Auditors of the company at the 28^th Annual General Meeting (AGM) held on September 29, 2023, for a period of five years till the conclusion of the 33^rd AGM to be held for the financial year ending March 31, 2028.

Qualification(s) and Directors comments on the report of Statutory Auditor:

The Notes on financial statement referred to in the Auditors Report are self-explanatory and in the opinion of the Directors do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Preeti Mittal (Membership No. FCS - 12900 & CP No. - 17079) Proprietor of M/s Jain P & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2024-25.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2024-25 as submitted by Secretarial Auditor in Form MR-3 is annexed as

"Annexure - I" and forms part of this Report".

Ms. Preeti Mittal (Membership No. FCS - 12900 & CP No. - 17079) Proprietor of M/s Jain P & Associates, Practicing Company Secretaries (Peer Reviewed Firm: 2985/2023) on the basis of recommendation of Audit Committee & the Board of Directors, is proposed to be appointed as the Secretarial Auditors of the Company by the members at the ensuing Annual General Meeting for a term of five consecutive years from FY 2025-26 to 2029-30, pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder. The Company has obtained written consent of the Secretarial Auditors and confirmation to the effect that they are eligible and not disqualified to be appointed as the Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.

Directors comments on the report of Secretarial Auditor under section 134(3)(f)(ii) of the Companies Act, 2013

The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer and is self-explanatory in its content.

C. INTERNAL AUDITOR

The Company had appointed Mr. Vijay Bharti as Internal Auditor of the Company to carry out the Internal Audit Functions.

The Company has well established internal control system and procedures and the same has been working effectively throughout the year.

D. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

23. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section143 (12) of Companies Act, 2013 and Rules framed thereunder.

24. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES

ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report.

25. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF

THE COMPAIES ACT, 2013

During the financial year 2024-25, the Company has entered into Related Party Transactions which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. The related party transaction have been reported in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-III" and forms part of this Report.

The Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed at http://www.raideepindustries.com/wp-content/uploads/2017/12/Policies_Done_Policy-on-Related-Party-Transactions.pdf

26. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS

REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Companys operations.

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

BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2024-25, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

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

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of loan taken from Bank & Financial Institution.

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

OUT-GO

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:-

Sl.No. Conservation of energy	Remarks
1. the steps taken or impact on conservation of energy	NIL
2. the steps taken by the company for utilizing alternate sources of energy	NIL
3. the capital investment on energy conservation equipment	NIL

 

Sl. No. Technology absorption	Remarks
1. the efforts made towards technology absorption	NIL
2. the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
4. the details of technology imported	NIL
5. the year of import	NIL
6. whether the technology been fully absorbed	NIL
7. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
8. the expenditure incurred on Research and Development	NIL

 

Sl. No. Foreign exchange earnings and Outgo	Remarks
1. The Foreign Exchange earned in terms of actual inflows during the year	NIL
2. The Foreign Exchange outgo during the year in terms of actual outflows	NIL

Further, there were no foreign exchange earnings and outgo during the year under review.

31. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per Section 134 (3) (n) of Companies Act 2013, the Company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

32. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at (https://www.raideepindustries.com/code-of-conduct) During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

34. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	Number of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
NIL	NIL	NIL	NIL

35. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31stMarch, 2025 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

37. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

38. PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES

The Particulars of remuneration of Employees during the year 2024-25 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-IV" and forms part of this Report.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-V" and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company

39. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc. The same can be accessed at https://www.raideepindustries.com/wp-content/uploads/2022/12/Criteria-for-making-payment-to-Non-executive-Directors.pdf

40. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company. The same can be assessed at: http://www.raideepindustries.com/wpcontent/uploads/2017/12/Policies_Done_Familiarisation-Programme-for-Independent-Directors.pdf

41. ANNUAL LISTING FEES/CHARGES

The shares of the Company are presently listed at BSE Limited and the Calcutta Stock Exchange Limited.

All statutory dues including Annual Listing Fees (for which invoices have been raised by the exchange) for the Financial Year 2025-26 has been paid by the Company.

42. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

43. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

44. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI

(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

45. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing & detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

46. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year 2024-25.

47. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

No such requirement during the year under review.

48. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees Stock Options Schemes) to employees of the Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

49. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

	For and on behalf of the Board
	For Raideep Industries Limited
Date: 01.09.2025	Rai Sahib	Paramjit Bhalla
Place: Ludhiana	Managing Director	Whole Time Director
	DIN: 01582498	DIN: 01875313