Rajdarshan Industries Ltd Directors Report

To The Members

Your Directors are pleased to present their 44^th Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended March 31,2025.

1. Financial Highlights-Standalone & Consolidated

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income (Operational and Other Income)	209.93	267.96	209.93	267.96
Profit / (Loss) before Depreciation, interest and tax & Exceptional items	20.56	91.08	20.60	90.94
Less: Finance Cost	0.00	0.00	0.00	0.00
Less: Depreciation & Amortization	2.66	0.81	2.66	0.81
Add: Exceptional item	0.00	0.00	0.00	0.00
Profit before Tax	17.90	90.27	17.94	90.13
Less: Tax Expenses	(5.55)	18.25	(5.55)	18.25
Profit/Loss for the period from continuing Operations	23.45	72.02	23.49	71.88
Profit/Loss from discontinued Operations before Tax	-	-	-	-
Tax Expenses of discontinued Operations	-	-	-	-
Profit/Loss from discontinued operations after tax	-	-	-	-
Total Profit for the period	23.45	72.02	23.49	71.88
Other Comprehensive income (net of tax)	24.28	(5.52)	24.28	(5.52)
Total Comprehensive income	47.73	66.50	47.77	66.36
Earnings Per Share	0.75	2.32	0.76	2.32

2. Overview of Companys Financial performance:

The Companys operations are supported by a robust infrastructure, experienced leadership, and a dedicated team that drives continuous improvement and operational efficiency. By leveraging technology, process optimization, and market intelligence, the Company remains agile in responding to evolving customer needs and global market trends.

The companys performance during Financial Year 2024-25 on a standalone and consolidated basis were as follows -

On standalone basis

The consolidated revenue from operations stood at Rs. 209.93 Lakhs against Rs. 267.96 Lakhs in the previous year recorded decline in revenue from operations 21.66%. The Operating profit before tax stood at Rs. 20.60 Lakhs against Profit of Rs. 90.94 Lakhs reported in the previous year. Profit after Tax for the current year is Rs. 23.49 Lakhs against Profit of Rs. 71.88 Lakhs in the previous year.

3. Share Capital

The paid-up equity share capital of the company as at March 31,2025 stood at Rs. 3,10,83,000/- (Rupees Three Crore Ten Lakh Eighty Three Thousand Only) divided into 31,08,300 (Thirty One Lakh eight Thousand three hundred) equity shares of Rs. 10/- (Rupees Ten) each.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

As on March 31,2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

4. Transfer of Amounts to Investor Education And Protection Fund

Since there were no funds lying / remains unpaid or unclaimed for a period of seven years, the provisions of Section 125 (2) of the Companies Act, 2013 do not apply.

5. Dividend and Reserves

Company has not recommended any dividend during the year under review, nor transferred any amount to General Reserve.

6. Change in the Nature of Business

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

7. Management Discussion and Analysis Report

The Management Discussion and Analysis forms an integral part of this Report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

8. Subsidiaries, Associates and Joint Venture Companies

The Company Company has no Subsidiary or Joint Venture. By virtue of the control as defined under Section 2(6) of the Companies Act, 2013, the Company has only one Associate viz. Rupal Holdings Private Limited incorporated on October 18, 2007.

The Board of Directors has reviewed the affairs of associates companies. In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company and its associate companies have been prepared, which forms part of this Annual Report. A Report on the performance and financial position of the Associate company and their contribution to the overall performance of the Company is appended in the prescribed format AOC-1 which forms an integral part of this Report

No new Company has become or ceased to be the subsidiary, associate or joint venture during the year under review.

9. Directors Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31,2025, applicable accounting standards have been followed and there are no material departures from the same;

b) 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 as at March 31,2025 and of the Profit of the Company for the financial year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed by the company and such internal financial are adequate and operating effectively;

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

10. Corporate Governance report and Certificate

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 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, in respect of:

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.

b. listed entity which has listed its specified securities on the SME Exchange.

Though the provisions relating to Corporate Governance are not applicable to the Company as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has voluntarily adopted and continues to follow sound corporate governance practices as part of its commitment to ethical and transparent conduct of business.

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

11. Meetings of the Board

During the year under review the Board of Directors met 6(Six) times. The Details of the meetings of the Board of Directors of the company convened during the financial year 2024-25 are given in Corporate Governance report which forms part of the annual Report.The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

12. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The criteria of performance evaluation process inter alia considers attendance of Directors at Board and Committee meetings, communicating inter se Board members , effective participation, vision and strategy etc.

13. Directors and Key Managerial Personnel

a. Appointment of Independent Directors

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its meeting held on 14^th Feb, 2025 appointed Ms. Swati Yadav (DIN 06572438) as additional Independent Director of the Company w.e.f. 1^st March, 2025 for initial term of 5 years, the same was approved by the members in Extra Ordinary General Meeting held on 31^st May, 2025.

Further on the recommendation of the Nomination & Remuneration Committee, Board of Directors of the Company in their meeting held on September 04, 2025 have approved the Re appointment of Mr. Devendra Sharma as an CEO & Managing Director of the company for the term of five Years subject to approval of members at the ensuing 44^th Annual General Meeting of the Company.

b. Retirement of Independent Directors on Completion of Second Term

Ms. Surabhi Yadav (DIN 06572436) ceased to be Directors upon completion of her second terms as Independent Directors of the Company with effect from 28^th February, 2025. The Board places on record its deep appreciation for the valuable contribution rendered by Ms. Surabhi Yadav during her respective tenure as Director.

c. Resignations

No resignations during the financial year 2024-25.

d. Retirement by Rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the

Act and the Articles of Association of the Company, Ms. Aruna Doshi, Whole Time Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible have offered herself for re-appointment.

Brief resume of directors seeking appointment / re-appointment along with other details as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is separately disclosed in the Notice and form an integral part of this report.

Declaration by Directors

The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Directors Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• Key Managerial Personnel

Pursuant to the provisions of section 2(51) and 203 of the Act, the key managerial personnel of the Company are as under:

S.No. Name	Designation
1. Mr. Devendra Sharma	CEO & Managing Director
2. Mrs. Aruna Doshi	Whole Time Director
3. Mr. K. M. Murdia	Chief Financial Officer
4. Ms. Kalp Shri Vaya	Company Secretary

14. Internal Financial Control and its Adequacy

The Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The audit committee of the Board of Directors and the internal auditors reviews the adequacy and effectiveness of the internal control system and suggest the improvements to strengthen the same. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards

During the period under review, such controls were tested and no reportable weakness in their working has been discovered.

15. Details of Fraud Report By Auditor

During the financial year 2024-25, the Auditors has not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act

16. Auditor and Auditors Report

(a) Statutory Auditors:

At the 43^rd Annual General Meeting held on 30^th September, 2024 the Members approved appointment of M/s. Ajay Paliwal & Co, Chartered Accountants, (Firms Registration No. 012345C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 48^th AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the 44^th AGM. There is no audit qualification, reservation or adverse remark for the year under review.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board of your Company had earlier appointed M/s. Ronak Jhuthawat & Co., Company Secretaries (Certificate of Practice Number 12094), as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the year under review is attached as Annexure-II hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his

Report.

Further, pursuant to amended Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendation of Audit Committee approved & recommended for approval of Members, appointment of M/s. Ronak Jhuthawat & Co., Company Secretaries, Practicing Company Secretary (Certificate of Practice Number 12094), having Peer Review Certificate No. 6592/2025 as a Secretarial Auditors

of the Company for a period of 5 consecutive years, to hold office from April 01,2025 upto March 31,2030 (the term)to conduct the secretarial audit of the Company from financial year 2025-2026 to 2029-2030. Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

(c) Internal Auditor

The Board had appointed M/s Jain Mandowara & Associates, Chartered Accountants, Udaipur as the Internal Auditor of the Company for the year 2024-2025.

(d) Cost Auditor

No Cost Auditor was appointed during the financial year as there is no statutory requirement imposed for mandatorily according to the size and nature of the business.

17 Annual Return

The Annual Return of the Company as on 31st March, 2025 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.raidarshanindustrieslimited.com

18. Particulars of Contracts, Arrangements or Transactions with Related Parties

All the transactions / contracts / arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee and Board of Directors on a quarterly basis specifying the nature, value and terms & conditions of the transactions.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are given in the prescribed form AOC -2 as Annexure III.

The Company has made full disclosure of transactions with the related parties as set out in Notes of Standalone & Consolidated Financial Statement, forming part of the Annual Report.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. The Company has formulated a policy on related party transactions which is also available on the website of the Company.

19 Particulars of Employees

The statement containing particulars of employees required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure-1 attached thereto.

20 Deposits

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modifications(s) or re-enactment(s) thereof for the time being in force.

21 Particulars of Loans, Guarantees And Investment

The particulars of loans, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statement.

22 Risk Management

As per Regulation 21 (5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Risk Management committee is mandatorily applicable to top 1000 companies and your company do not fall under the same, hence the company is not required to constitute such committee; however, the Company has its own procedure for identifying the various business risks and seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The risk management system defines the risk management approach across the enterprise at various levels including documentation and reporting.

23 Whistle Blower Policy (Policy on Vigil Mechanism)

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In line with these objectives, The Company has adopted a whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the companys code of conduct and ethics.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. During the financial year 2024-25 no cases under this mechanism were reported.

24. Prevention of Sexual Harassment of Women at Workplace

As required by the Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and matters connected there with or incidental thereto.

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

There were no complaints reported during the financial year under the said policy.

25. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has instituted a comprehensive Code titled as "Code of Conduct to regulate, Monitor and Report trading by Insiders" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

The policy provides the framework in dealing with securities of the Company. Details of the policy are available on our website.

26. Details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

27. Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

28. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

29. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014

A. Conservation of Energy and Technology Absorption, Adaption and Innovation

The Company has no particulars to furnish under the above head since it has not carried any manufacturing activity during the year under review.

B. Foreign Exchange Earning & Outgo and Export Activities Foreign exchange earnings and outgo

Particulars	2024-25	2023-24
Foreign Exchange Earning	155.98	148.32
Foreign Exchange Outgo	-	-

30. Appreciation

The Board of Directors place on record sincere gratitude and appreciation for all the employees of the Company for their hard work, solidarity, co-operation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

	By order of the Board
	For Rajdarshan Industries Ltd.
	Prakash Kumar Verdia
	Chairman
Udaipur, 04th September, 2025	DIN:02429305