Rajkamal Synthetics Ltd Directors Report

Dear Members,

The Directors are pleased to present 44th Annual Report of Rajkamal Synthetics Limited ("the Company") along with the audited financial statements for the Financial Year ended March 31, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The Companys Financial Performance for the year ended March, 2025 is summarized below:

(Amount in Lakhs)

Particulars	For the Year ended on March 31, 2025	For the Year ended on March 31, 2024
Revenue from Operation	206.59	10.61
Other Income	0.07	29.00
Total Income	206.66	39.61
Cost of Material Consumed	-	-
Purchases of stock-in-trade	165.92	12.24
Changes in inventories of finished goods,	(22.40)	(3.16)
WIP and Stock-in-trade
Employees Benefit Expense	10.60	2.80
Depreciation	0.86	1.16
Finance Cost	2.31	0.61
Other Expenses	22.52	11.18
Profit/Loss Before Tax (PBT)	26.85	14.78
Tax Expenses	(4.8)	(0.30)
Profit After Tax (PAT)	22.05	15.08
Share in (loss)/profit of associates	-	-
Profit After Tax (Share in associates)	22.05	15.08
Items that will not be reclassified to Profit & Loss	0.25	0.10
Total Comprehensive Income for the year	22.29	15.17
PBT Ratio	12.99	37.31
PAT Ratio	10.66	38.06

2. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

During the year, the Company continued to support new and existing customer growth plans, enhancing our product offerings, focusing on operating efficiencies, expanding sales and marketing efforts.

During the year the Company generated revenue including other income of Rs. 206.66 lakhs against Rs. 39.61 lakhs in previous year. The Company incurred a profit after tax of Rs 22.04 Lakh during the financial year March 31, 2025 as against Rs. 15.16 lakh during the financial year ended March 31, 2024.

3. CHANGE IN NATURE OF BUSSINESS, IF ANY

During the year under review, there is no change in the nature of business of the Company and the Company continues to concentrate on its own business.

4. ANNUAL RETURN

As per requirements of section 92(3) of the Companies Act, 2013, (hereinafter referred as "the Act") read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, including any statutory modifications/amendments thereto for the time being in force, the Annual Return for the financial year 2024-2025 is available on the website of the Company i.e. www.rajkamalsynthetics.com

5. DIVIDEND AND RESERVES

Directors do not recommend any Dividend for the Financial year ended March 31, 2025.

6. SHARE CAPITAL

As on March 31, 2025 the issued, subscribed and paid up capital of the company stood at Rs. 66020000 (Rupees Six Crore Sixty Lakh Twenty Thousand only) divided into 6602000 (Sixty Six Lakhs Two Thousand) Equity Shares of Rs 10/- (Rupees Ten only) as compared to Share Capital of previous Financial Year i.e. 2023-2024 of Rs. 6,50,00,000 (Rupees Six Crore Fifty lakh only) divided into 6500000 (Sixty Five Lakhs) Equity Shares of Rs 10/- each (Rupees Ten only).

There is change in the share capital of the company during the financial year as there was raising of funds by issuance of Warrants convertible into Equity Shares on a private placement basis.

Pursuant to the shareholders approval received by way of Postal Ballot held on 18^th October, 2024 for which voting results were declared on 22^nd October, 2024 on Bombay Stock Exchange Limited. The Company received In- Principal approval from BSE for issuing 87,75,000 warrants convertible into 87,75,000 equity shares of Rs. 10/ - each on January 30,2025.

Your Company has issued 87,75,000 warrants at a price of Rs. 43.50/- per warrant, each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value of Rs. 10/- by way of preferential issue on a private placement basis for an aggregate consideration of up to Rs. 38,17,12,500 out of which allotment on Preferential basis of up to 69,85,000 Convertible Warrants to the Promoter & Non- Promoter Category took place on 14^th

February 2025 in continuation to which 102000 Equity Shares were allotted to Krishan Kumar pursuant to conversion of Warrants into Equity Shares as on 18^th February, 2025.

7. LISTING OF SECURITIES AND ANNUAL LISTING FEES

All the equity shares of the Company i.e., 6602000 equity shares are listed on BSE Ltd. (BSE). The script code of the Company at BSE is 514028 and ISIN of Company is INE376L01013. The Company has paid the Annual Listing Fees for the year 2024-25 to BSE, where the Companys shares are listed.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of Board of Directors

As on the date of this Directors Report, your Company has 6 (Six) Directors consisting of 3 (Three) Independent Directors, 1 (One) Woman Director, 2 (Two) Executive Directors, including a Managing Director as follows:

SR. NO.	NAME	DIN	DESIGNATION
1.	Mr. Ankur Ajmera	07890715	Managing Director & Chief Executive Officer
2.	Mr. Arihant Jain	09719724	Executive Director & Chief Financial Officer
3.	Mr. Pankaj Kumar Sacheti	09821118	Non-Executive-Independent Director.
4.	Mr. Santoshkumar V Bhandari	10087089	Non-Executive-Independent Director.
5.	Ms. Mumal Kanwar	10635766	Executive Director
6.	Mr. Atul Kumar Saboo	10759799	Non-Executive Independent Director

Changes in the Board of Directors

During the year 2024-25, there were following changes:

- Ms. Seema Kothari resigned as an Executive in the Company with effect from May 27, 2024

- Mr. Raj Manishkumar Mehta resigned as a Non-Executive Independent Director in the Company with effect from May 27, 2024.

- Mr. Arihant Jain was appointed as a Director & Chief Financial Officer in the Company with effect from July 11, 2024.

- Ms. Mumal Kanvar was appointed as an Executive Director in the Company with effect from June 18, 2024.

- Mr. Atul Kumar Saboo was appointed as a Non-Executive Independent Director in the Company with effect from September 05, 2024.

As on the date of Directors Report, there is no further changes in Board of Directors.

Key Managerial Personnel

As on March 31, 2025, the following personnel are the updated list of KMPs as per the definition under Section 2(51) and Section 203 of the Act:

- Mr. Ankur Ajmera : Managing Director & Chief Executive Officer

- Mr. Arihant Jain : Chief Financial Officer

- Ms. Archana Agarwal (Sarotia): Company Secretary

The performance evaluation of the Independent Directors was completed.

However as on the date of Director Report following changes in the Key Managerial Personnel took place:

• Ms. Seema Kothari resigned as an Executive director of the Company with effect from May 27, 2024

• Mr. Raj Mehta resigned as a Non-Executive Independent Director of the Company with effect from May 27, 2024.

• Ms. Mumal Kanwar was appointed as Executive Director of the Company with effect from June 18, 2024.

• Mr. Yogesh Chandak resigned as an Executive Director and Chief Financial Officer of the Company with effect from July 05, 2024.

• Mr. Arihant Jain was appointed was an Executive Director and Chief Financial Officer of the Company with effect from July 11, 2024.

• Mr. Atul Kumar Saboo was appointed as Non-Executive Independent Director of the Company with effect from September 05, 2024.

9. NUMBER OF BOARD AND COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS:

BOARD MEETINGS:

During the financial year 2024-2025, 8(Eight) Board Meetings were held on May 06, 2024, June 18,2024, July 11, 2024, August 14, 2024, September 05, 2024, September 16, 2024, November 12, 2024, February 13, 2025 and held in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings. The intervening gap between the meetings was within the period prescribed under SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015 (hereinafter referred to as the SEBI (LODR), Regulations, 2015).

NAME OF MEMBER	NATURE OF DIRECTORSHIP	NUMBER OF MEETINGS ATTENDED/NUMBER OF MEETINGS HELD DURING THE TENURE OF 2024-2025
Mr. Ankur Ajmera	Managing Director and CEO, Chairman	8/8
Mr. Santoshkumar V. Bhandari	Non-executive Independent Director	8/8
Mr. Atul Kumar Saboo	Non-executive Independent Director	3/8
Ms. Mumal Kanwar	Executive Director	6/8
Mr. Pankaj Kumar Sacheti	Non-executive Independent Director	8/8
Mr. Arihant Jain	Director and CFO	5/8

AUDIT COMMITTEE MEETINGS:

A meeting of the Independent Directors of Company convened and held in compliance with the requirements of Schedule IV of the Companies Act,2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Five Audit Committee Meetings were held during the year under consideration. The dates of the said Meetings are May 06, 2024, August 14, 2024, September 05, 2024, November 12, 2024 and February 13, 2025. The details of composition of the Audit Committee and attendance of the Directors at the Audit Committee Meetings are given below:

Name of Directors	Position in Committee	Designation	Date of Appointment in the Committee	Number of meetings attended/number of meetings held during the tenure of 2024-25
Mr. Santoshkumar Bhandari	Chairman	Non executive independent director	June 30, 2023	5/5
Mr. Ankur Ajmera	Member	Managing Director & CEO	April 25, 2023	5/5
Mr. Pankaj Kumar Sacheti	Member	Non executive independent director	December 15, 2022	5/5
Mr. Atul Kumar Saboo	Member	Non executive independent director	September 05, 2024	2/5

NOMINATION AND REMUNERATION COMMITTEE:

Three Nomination & Remuneration Committee Meeting were held during the year under consideration on June 18, 2024, July 11, 2024 and September 05, 2024. The details of composition of the Nomination & Remuneration Committee and attendance of the Directors at the Nomination & Remuneration Committee Meetings are given below:

Name of Directors	Position in Committee	Designation	Date of Appointment in the Committee	Number of meetings attended/number of meetings held during the tenure of 2024-25
Mr. Santoshkumar V Bhandari	Chairman	Non executive independent director	June 30, 2023	3/3
Mr. Pankaj Kumar Sacheti	Member	Non executive independent director	December 15, 2022	3/3

Note: Mr. Atul Kumar Saboo was appointed in the Committee meeting held on September 05, 2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

One Stakeholders Relationship Committee Meetings was held during the year under consideration. The dates of the said Meetings are February 13, 2025. Details of composition of the Stakeholders Relationship Committee and attendance of the Directors at the Stakeholders Relationship Committee Meetings are given below:

Name of Directors	Position in Committee	Designation	Date of Appointment in the Committee	Number of meetings attended/number of meetings held during the tenure of 2024-25
Mr. Santoshkumar Bhandari	Chairman	Non executive independent director	June 30, 2023	1/1
Mr. Atul Kumar Saboo	Member	Non executive independent director	September 05, 2024	1/1
Mr. Pankaj Kumar Sacheti	Member	Non executive independent director	December 15, 2022	1/1

10. DIRECTOR RETIRE BY ROTATION

In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Ms. Mumal Kanwar, Director of the Company (DIN: 10635766), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered herself for reappointment.

11. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Director have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Regulation 16 of SEBI (LODR), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and SEBI (LODR), Regulations 2015.

12. MEETING OF INDEPENDENT DIRECTOR

As per Para VII (1) of Schedule IV of Section 149 (8) of the Companies Act, 2013, Independent Directors are required to hold at least one meeting without the attendance of Non-Independent Directors and members of management. Accordingly, such meeting of Independent Directors was held on February 13, 2025 .

Further, they have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of section 150 of the Act read with Rule 6 of the Companies Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Independent Directors transacted the following businesses along with the few other important strategic and policy-related matters:

1. Reviewed the performance of Non-Independent Directors

2. Discussed the Business Continuity plan in the organisation.

3. Discussed the strategic matters of the Company and the current state of the global IT Industry.

13. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

The Company has a Familiarization Programme which provides Orientation at the time of the appointment of Independent Directors which covers their role and responsibilities, overview of the industry, operations, and business model of the Company. They are provided with copies of the Companys latest Annual Reports, relevant provisions of the SEBI (LODR), Regulations, 2015, the Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider Trading regulations and other internal policies to help them get a broad view of the Companys procedures and practices. During the year, there was no appointment of any new Independent Directors and hence the above orientation programme was not relevant.

The detail of the familiarisation policy is available on the website of the Company at weblink www.rajkamalsynthetics.com.

14. FORMAL ANNUAL EVALUTION OF THE PERFORMANCE OF THE BOARD AND INDIVIDUAL DIRECTORS.

The Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson.

During the year, the Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to a guidance note dated January 5, 2017 released by Securities and Exchange Board of India ("SEBI") on the evaluation of the Board of Directors of a listed company ("Guidance Note"). The performance of the Board and individual directors was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. In a separate meeting of Independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

15. DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR PURCHASE OF ITS SHARES:

During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company as per the provisions of Section 67 of the Act. Hence, no disclosure required to be provided.

16. SUBSIDIARY AND ASSOCIATES COMPANIES

As on March 31, 2025, the Company had no Subsidiary or Associate or Joint Venture Company. There are no companies which have become or ceased to be the Subsidiary or Associates or Joint Venture of the Company during the financial year ended on March 31, 2025.

However, the Company has incorporated two wholly owned subsidiary by making 100% investment and acquisition wholly by way of subscription of 10,00,000 Equity shares of Rs. 10/- in the company in the name of "Eliraluxe Skincare Private Limited as on 18^th June, 2025 and 100% investment and acquisition wholly by way of subscription of 20,00,000 Equity shares of Rs. 10/- in the company in the name of "RKR Mines and Minerals Private Limited" as on 6 ^th May, 2025.

17. DISCLOSURE RELATED TO EMPLOYEE:

The Company pays salary/remuneration to only one employee, Ms. Archana Agarwal (Sarotia), Company Secretary of the Company, Annexure I has been attached and hence information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is applicable.

18. COMMITTEES OF THE BOARD

Your Company has required Committees (Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee) as required under the provisions of the Act & rules framed there under and SEBI (LODR), Regulation 2015.

19. SECRETARIAL STANDARD COMPLIANCE

During the year 2024-25, the Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

20. CONVERSATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

The provisions relating to the disclosure of particulars relating to conservation of energy and technology absorption do not apply to the Company since it is engaged in the business of textile processing activities. The Company had no foreign exchange earnings and outgo during the year. The particulars relating to the Conservation of Energy, Technology Absorption as per Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as below:

A. Conservation of energy-

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 equipments: NIL

B. Technology absorption-

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: NIL

4. The expenditure incurred on Research and Development: NIL

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;

i. In the preparation of the Annual Accounts for the year ended March 31, 2025 the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

ii. The Directors have selected such accounting policies and applied consistently and such judgments and estimates have been made 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 and loss of the Company for that period.

iii. 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 of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a "going concern" basis;

v. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. 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.

22. STATUTORY AUDITORS AND AUDITORS REPORT

M/s ADV & Associates, Chartered Accountant (FRN: 128045W) were re-appointed by the members at the Annual General Meeting held on September 30, 2024 for another period of five years till the conclusion of the AGM to be held in the year 2029.In terms of Section 139 of the Act, as amended by the Companies (Amendment) Act, 2017 notified on May 07, 2018, appointment of Auditors need not be ratified at every Annual General Meeting. Accordingly, the notice convening the ensuing Annual General Meeting will not carry any resolution for ratification of appointment of Statutory Auditors.

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

The Auditors Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

23. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

24. SECRETARIAL AUDIT

Pursuant to Section 204 of the Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed K. P.

Ghelani & Associates, Company Secretaries, to undertake Secretarial Audit of the Company for the financial year ended March 31, 2025.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from K. P. Ghelani & Associates, Company Secretaries is attached as an "Annexure-h" to the Directors Report. There are no qualifications or adverse remarks in the Secretarial Audit Report.

25. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMAIRS MADE BY STATUTORY/SECRETARIAL AUDITORS:

There are no qualifications, reservations or adverse remarks made by statutory or secretarial auditor in their report for the financial year ended March 31, 2025.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

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 of Company under Section 143(12) of the Act and Rules framed there under.

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Executive Director were disqualified from receipt of any remuneration or commission from the Company.

27. DISCLOSURE OF COMMISSION;

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Executive Director were disqualified from receipt of any remuneration or commission from the Company.

28. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified u/s 164(2) of the Act.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended on March 31, 2025, the Company has not given any loan or guarantee or provided security, or made investment pursuant to the provisions of section 186 of the Companies Act, 2013.

30. RELATED PARTY TRANSACTIONS AND POLICY

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence, does not form part of this report. Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

31. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (LODR), Regulations, 2015), the Managements Discussion and Analysis is set out in this Directors Report. Managements Discussion and Analysis Report provides details of the overall industry structure, developments, performance and state of affairs of the Companys various businesses.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy Rules, 2014 are not applicable to the Company during the year under review.

33. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

There are no agreements impacting management or control of the Company or imposing any restriction or create any liability upon the Company which require disclosure under Clause 5A of Para A of Part A of Schedule III of the SEBI (LODR)Regulations 2015.

34. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel as attached in Annexure III to ensure that the business of the Company is conducted with the highest standards of ethics and values in accordance with the applicable laws, regulations and rules and is critical to the success of the Company. The Code is available on the Companys website at www.rajkamalsynthetics.com

35. DEPOSITS:

During the year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025 falling within the meaning of Section 73 of the Act and the Companies (Acceptance or Deposits) Rules, 2014.

36. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there have been NIL foreign exchange earnings in the Company. There has been no foreign exchange outgo during the year and previous year.

37. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF SIGNING OF REPORT:

There have been material changes and commitments which affect the financial position between end of the financial year and the date of this Directors report.

However there has been 100 % investment and acquisition of wholly owned subsidiary by way of subscription of 10,00,000 Equity shares of Rs. 10/- in the subsidiary company in the name of "Eliraluxe Skincare Private Limited which was incorporated on June 30, 2025 and 100 % investment and acquisition of wholly owned subsidiary by way of subscription of 20,00,000 Equity shares of Rs. 10/ - in the subsidiary company in the name of "RKR Mines and Minerals Private Limited which was incorporated on May 19, 2025.

38. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. The Company is committed to continuously take further steps to provide a safe and healthy environment.

39. REVISION OF FINANCIAL STATEMENTS

According to section 131 (1) of the Act, Company is not required to revise the financial statement.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATION.

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

41. NOMINATION AMD RENUMERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and the SEBI LODR Regulations the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (www.rajkamalsynthetics.com).

42. WHISTLE BLOWER AND VIGIL MECHANISM

In terms of Section 177 of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, Company have established a vigil mechanism for the Directors and employees. The Whistle Blower Policy is framed for carrying out investigation, to conduct the enquiry in fair and unbiased manner, to ensure that complete factfinding exercise has been undertaken and provide a channel to the Directors and employees to report genuine concerns or suspected fraud.

43. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

44. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34 of SEBI (LODR), Regulations, 2015, disclosures regarding environment, social and governance thereof is not applicable to the Company.

45. CORPORATE GOVERNANCE REPORT:

The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Report are presently not applicable to the Company as Paid up Equity Share Capital of the Company does not exceed Rs. 10 Crores and Net Worth of the Company does not exceed Rs. 25 Crores as on the last day of the previous financial year i.e. 31st March, 2025. As on March 31, 2025, the paid-up equity shares capital and net worth of the Company are Rs. 6.602 Crores and 0.7832 Crores respectively. Hence, the Company is exempted under Regulation15(2)(a) of Listing Regulations and consequently it is also exempted from submitting Corporate Governance Report for the year ended March 31, 2025.

46. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

In accordance with the provision of Section 134(5)(e) of the Act and as per the provisions of the SEBI (LODR), Regulations, 2015, the Company has an effective internal control and risk- mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

47. CREDIT RATING

The Company has not obtained any credit rating during the year.

48. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not paid any dividend since inception and accordingly the requirement of transfer of unpaid dividend in accordance with Section 124(2) of the Companies Act, 2013 do not apply.

49. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

50. ACKNOWLEDGMENT AND APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.