Rajasthan Petro Synthetics Ltd Directors Report

TO THE MEMBERS

Dear Members,

Your Directors have pleasure in presenting their 43rd Annual Report and the Audited Financial Statements for the Financial Year ended March 31st, 2025.

1. Financial summary or highlights/Performance of the Company

Particulars	2024-25 (Rs. in lakhs)	2023-24 (Rs. in lakhs)
Revenue from Operations	22.00	20.45
Other Income	63.13	0.02
Total Income	85.13	20.47
Operating Expenses	-	-
Employee Benefit Expense	8.88	8.06
Finance Cost	0.45	0.45
Depreciation	-	-
Other Expense	12.10	11.64
Total Expense	21.43	20.15
Profit/ Loss before exceptional item and tax	63.70	0.32
Exceptional Item	-	-
Profit before tax	63.70	0.32
Current Tax	-	0.05
Net Profit	63.70	0.27

2. Brief description of the Companys working during the year/State of Companys affair

During the year under review, the Company undertook sub-contract work for a C & F Agent. The Company earned profit of Rs. 63.70 Lakhs

3. Change in the nature of business, if any

There is no change in the nature of business during the year under review.

4. Dividend

The Directors do not recommend any dividend for the financial year 2024-25 due to insufficient profit.

5. Reserves

No amount has been transferred to Reserves during the year.

6. Management Discussion And Analysis Report:

Pursuant to Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is appended to this report.

7. Corporate Governance Disclosures

In compliance with Regulation 34(3) of the Listing Regulations,2015 a separate report on Corporate Governance along with the a certificate from the Auditors on its Compliance forms an integral part of this Report.

Certificate from Practicing Company Secretary certifying that none of the Directors have been debarred or disqualified from being appointed or continuing as Directors of the Company pursuant to Regulation 34(3) read with schedule V Para C clause (10)(i) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is attached to the Corporate Governance Report.

8. Indian Accounting Standards (IND AS)- IFRS Converged Standards

Pursuant to notification of Ministry of Corporate Affairs dated 16th February, 2015 notifying (Indian Accounting Standard) Rules, 2 015 IND AS is applicable to our Company, w.e.f 01st April, 2017.

9. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE where the Companys Shares are listed.

10. Material Changes And Commitments Affecting The Financial Position Of The Company

There are no material changes and commitments during the period under review, affecting the financial position of the Company

11. Directors and Key Managerial Personnel

The Board of Directors is duly constituted with Sh. Rishabh Goel, Sh. Bhagat Ram Goyal, Mrs. Priyanka Maggo & Shri Kanishka Jain & Mr. Ajay Upadhyay. The above constitution of Board of Directors is as per Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Mr. Kanishka Jain, Non-Executive Director, retire by rotation as per section 152 (6) at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Ajay Upadhyay (DIN: 08009595), has being appointed as Additional Director (Independent) by the Board of Directors in their Meeting held on 22^nd August, 2025. Mr. Bhagat Ram Goyal, Independent Director will ceased to be a Director w.e.f the date of ensuing Annual General Meeting by efflux of time.

12. Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Statement of particulars of employees is annexed as Annexure I.

13. Board Meetings

During the year Five (5) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. Board Committees

The Company has duly constituted Board level committees namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee as mandated by the applicable laws and as per the business requirements.

The details with respect to Board Committees are provided in the Corporate Governance Report of the Company which forms part of this report

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. Independent Directors Meeting

During the year under review, the Independent Directors met on 10^th March,2025 inter alia, to discuss:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

17. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

18. Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy to deal with instance of unethical behavior actual or suspected fraud or violation of the Companys code of conduct, if any. The details of the Whistle Blower Policy are posted on the website of the Company.

19. Corporate Social Responsibility

Section 135 of the Companies Act, 2013 and rules made thereunder of the Corporate Social Responsibility is not applicable to the Company during the financial year under review.

20. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no subsidiary or jointventure or associate company.

21. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the members at the 40th Annual General Meeting of the Company held on 30^th September,2022 appointed M/s Saluja & Associates, Chartered Accountants, (Firm Registration no. 000148N) as statutory auditors of the Company from the conclusion of 40th Annual General Meeting till the conclusion of 45^th Annual General meeting for a period of five consecutive years. As required under Section 142 of the Companies Act,2013, a proposal is put up for approval of members for authorising the Board of Directors of the Company to fix Auditors remuneration for the year 2025-26 and thereafter. The members are requested to approve the same.

22. Auditors Report:

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

23. Explanation Or Comments By The Board On Every Qualification Or Adverse Remark By Auditors In Audit Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

24. Details of Fraud Reported By Auditor

The Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Board of Directors under section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under the Companies Act 2013.

25. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Rohit Bhatia & Associates, Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is selfexplanatory and do not call for any further comments.

2 6. Internal Audit & Controls

The Company has appointed M/s MBR & Company LLP as its Internal Auditors. During the year, the Company implemented their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. The Audit Committee periodically review internal control system.

27. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Director of the Company is responsible for implementation of the Code.

All Board Members and the designated employees have confirmed compliance with the Code.

28. Risk Management Policy

Risk Management Policy is not applicable on our Company during the year under review.

29. Extract Of Annual Return:

The Annual Return ofthe Company in form MGT-7 as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules,2014 is available on the website ofthe Company at www.rpsl.co.in

30. Deposits

The Company has not accepted any deposits during the year under review. There was no deposit outstanding at the beginning ofthe year.

31. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No such orders had been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

3 2. Details in respect of adequacy of internal financial controls with reference to the Financial

Statements.

The audit committee periodically reviews internal control system which are designated to assured that the overhead level are reduced to the minimum.

33. Particulars of Loans, Guarantees or Investments Under Section 186

No loans, guarantees and investment has been granted by the Company during the financial year.

34. Particulars of contracts or arrangements with related parties:

There is no a related party contract or arrangement by the company during the reporting financial year.

35. Obligation of Company Under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to our Company as the number of employees is below 10 during the year under review.

36. Particulars Of Information Under Insolvency And Bankruptcy Code 2016

The provision of section 134 read with Rule 8(xi) of the Companies (Accounts) Rules 2014, is not applicable.

3 7. Maintenance of Cost Records under Sub Section (1) of Section 148 of the Companies Act, 2 013 as Specified by Central Government

The Central Government has not prescribed the maintenance of cost records under Sub Section (1) ofSection 148 ofthe Companies Act, 2013 for anyoftheproducts/services ofthe Company.

3 8. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Company has nothing to report under this heading as the Company is not presently involved in manufacturing or processing activities.

Foreign exchange earnings and Outgo Foreign exchange earnings duringtheyear-Nil Foreign exchange spent during the year-Nil

39. Human Resource

There are no Industrial Relation issues during the year under review.

40. Green Initiative

Electronic copies of Annual Report 2024-25 and the Notice of 43rd Annual General Meeting are sent to the members whose e-mail addresses are registered with the Company/ Depository Parti cipant(s).

41. Directors Responsibility Statement

The Board of Directors pursuant to clause (c) of sub-section (3) ofSection 134 ofthe Companies Act, 2013, state that?

(a) in the preparation of the annual accounts for the financial year ended 31st March,2024 the applicable Accounting Standards and schedule III of the Companies Act 2013,have been followed and there are no material departures from the same,

(b) the directors had 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;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

42. Transfer of Amounts to Investor Education and Protection Fund

The Non-convertible Debentures Redemption proceeds which were lying with IDBI Trusteeship Services Ltd. (Trustees to the Non-convertible Debentures issued by the Company) as unpaid or unclaimed for a period of Seven Years, have been transferred to the Investor Education and Protection Fund on 08thMay,2018.

43. Compliance with Secretarial Standards

The Company is fully compliant with the applicable Secretarial Standards (SS) viz, SS-1 & SS-2 on meetings ofthe Board of Directors and General Meetings respectively.

44. Code Of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Companys website www.rpsl.co.in

45. Acknowledgements

The Directors would like to express their appreciation for the continued confidence reposed in them by the share holders of the Company and look forward to their continued support.

	For and on behalf of the Board of Directors
	Rajasthan Petro Synthetics Limited
	(Rishabh Goel)	(B.R. Goyal)
	Managing Director	Chairman
	DIN: 06888389	DIN:01659885
Place: New Delhi
Date: 22.08.2025