Rajkot Investment Trust Ltd Directors Report

II. SHARE CAPITAL

During the year under review, the Authorized Share Capital of the company was Rs. 3 Crore and Paid-up Share Capital of the Company was Rs.1 Crore.

Further, In the general meeting held on 30^th September, 2024 the Authorized Share Capital of the has increased from Rs. 3,00,00,000 (Rupees Three Crore Only) divided into 30,00,000 (Rupees Thirty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs .25,00,00,000 /- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 22,00,00,000/- (Rupees Twenty-Two Crore Only) divided into 2,20,00,000 (Two Crore Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to rank pari-passu with the existing Equity Shares of the Company.

Further the Board of directors have considered and approved Raising of funds by way of issue of equity shares of the Company of face value Rs.10/- (Rupee Ten Only) (‘Equity Shares) each for an aggregate amount not exceeding Rs.49,00,00,000/- (Rupees Forty Nine Crore Only) on Right issue basis, on such terms and conditions as may be decided by the Board of Directors of our Company to the eligible equity shareholders of the Company, as on the record date (to be notified subsequently) subject to the receipt of applicable regulatory, statutory approvals, in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, and the Companies Act, 2013 and the rules made thereunder, as amended from time to time, (‘Rights Issue) meeting held on Tuesday, December 31, 2025.

Further company has received the in-principal approval for the proposed Right issue in the Company vide approval letter dated 30.04.2025.

III. DIVIDEND:

During the year the company has loss of Rs. (5.50) (In lakhs) due to loss in the financial year, Board of directors have not recommended any dividend for the year ended on 31st March, 2025.

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

In terms of Section 124 and any other applicable provisions of Companies Act, 2013, Rs 6,750/- being Unclaimed and Unpaid Dividend relating to the financial year 2009-10 is due for remittance to the Investor Education and protection Fund established by Central Government and the same is yet to be transferred to the said fund due to inadvertent error, Company is already under process to comply with the provision.

V. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

VI. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

VII. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD 2

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

VIII. CHANGE IN THE NATURE OF THE BUSINESS

The Company is registered with Reserve bank of India (RBI) as Non-Banking Financial Company and there is no change in the nature of the business of the Company.

IX. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year, there is no change in registered office of the company.

X. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

XI. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

XII. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

XIII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during FY 2024-25.

XIV. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

XV. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to section 186(11) of the Companies Act, 2013 (“the Act”), the provisions relating to disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided is not applicable to the company.

XVI. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

XVII. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report as Annexure- A.

XVIII. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy or technology absorption ate taken by the Company and hence no particulars as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL

XIX. KEY MANAGERIAL PERSONNEL: a) Ms. Mosamben Keyur Mehta Managing Director (Up to 22/05/2024) b) Mr. Shrikrishna Baburam Pandey Managing Director (w.e.f. 22/05/2024) c) Mrs. Surabhi Mahnot - Company Secretary and Compliance Officer (w.e.f. 25 /04/2022) d) Mr. Parth Ketanbhai Patel Chief Financial Officer (upto 26.05.2025) e) Mrs. Radhikaben Patel- Chief Financial Officer (w.e.f. 26.05.2025) f) Mr. Hemantkumar Naginbhai Patel- Non executive Independent Director (upto 26.05.2025) g) Mr. Akhilesh Kumar Chauhan- Non-Executive Director (w.e.f. 26.05.2025)

XX. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. COMPOSITION OF BOARD:

INDUCTIONS:

CESSATIONS:

ii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Shrikrishna Baburam Pandey (DIN: 07035767) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iii. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Pursuant to provisions of the Companies Act and the Listing Regulations, Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

iv. DECLARATION OF INDEPENDENCE:

Mr. Renu Manendra Singh (DIN: 00860777) with effect from 22/08/2022 and Mr. Hemantkumar Naginbhai Patel (DIN: 09851470) with effect from 13/01/2023 till 26/05/2025 and Mr. Bhavinkumar Thakkar (DIN:09083725) with effect from 02/08/2024 are the existing Independent Directors the Company have given declarations confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

v. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

During the year under review, the Board duly met Six (6) times on 22/05/2024, 30/05/2024, 02/08/2024, 14/11/2024, 31/12/2024 and 14/02/2025 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

vi. MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year under review, on 14/02/2025. The Meeting was e conducted in an informal manner without the presence of the Whole time Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

XXI. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:

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

ii. 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 or loss of the Company for the year under review.

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

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

XXII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS: [A] AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

During the year there is no change in the members and Chairman of the committee. Further The Committee was reconstituted on May 22, 2024 due to changes in the Board of directors. There is a change in designation of Mr. Shrikrishna Baburam Pandey from the Non-Executive to Executive Director, Managing Director of the company.

The broad terms of reference of the Audit Committee are as under:

Reviewing of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible Recommending the appointment, remuneration and terms of appointment of external Auditor.

Review and monitor the auditors independence and performance and effectiveness of audit process. Approval or any subsequent modification of transactions of the company with related parties. Scrutiny of inter-corporate loans and investments Valuation of undertakings or assets of the Company, wherever it is necessary. Monitoring the end use of funds raised through public offers and related matters.

Reviewing with management the Annual financial statements and half yearly and quarterly financial results before submission to the Board. Reviewing periodically the adequacy of the internal control system. Discussions with Internal Auditor on any significant findings and follow up there on.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

Four meetings of the Audit Committee were held during the year viz. on 30/05/2024, 02/08/2024, 14/11/2024, 31/12/2024 and 14/02/2025.

At present composition of committee:

[B] NOMINATION AND REMUNERATION COMMITTEE:

During the year there is no change in the members and Chairman of the committee. Further The Committee was reconstituted on August 02, 2024 due to changes in the Board of directors. There is an appointment of Mr. Bhavinkumar Thakkar as an additional director under independent category of the company w.e.f. 02/08/2024.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the company www.ritl.co.in

The broad terms of reference of the Nomination and Remuneration Committee are as under:

Formulation of the criteria for determining the qualifications, positive attributes and independence of Director; Devising a policy on Board diversity; Formulation of Remuneration policy; Review the structure, size and composition of the Board; Identifying and selection of candidates for appointment as Directors; Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management; Formulation of criteria for evaluation of Independent Directors and the Board.

During the financial year ended on 31^stMarch 2025, the Nomination and Remuneration Committee met One time on 22/05/2024 . Now the present composition of the Committee is as under:

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year there is no change in the members and Chairman of the committee. Further The Committee was reconstituted on May 22, 2024 due to changes in the Board of directors. There is a change in designation of Mr. Shrikrishna Baburam Pandey from the Non-Executive to Executive Director, Managing Director of the company.

The Committee was reconstituted on May 22, 2024 due to changes in the Board of directors of the Company as below.: 1. Mrs. Renu Manendra Singh Inducted as Chairman of the Committee with effect from 22/05/2024 2. Mr. Hemantkumar Naginbhai Patel Inducted as Member of the Committee with effect from 22/05/2024. Mr. Shrikrishna Baburam Pandey as Member of the Committee with effect from 22/05/2024.

During the financial year ended on 31^stMarch 2025, the Stakeholders Relationship Committee met one-time on 14/02/2025 Now the present composition of the Committee is as under:

Oversee and review all matters connected with the transfer of the Companys securities. Monitor Redressal of investors / shareholders / security holders grievances.

Oversee the performance of the Companys Registrar and Transfer Agents Recommend methods to upgrade the standard of services to investors.

Carry out any other function as is referred by the board from time to time or enforced by any statutory notification/ amendment or medication as may be applicable

Details of Investors grievances/ Complaints: Nil

There were no pending requests for share transfer/dematerialization of shares as of 31^stMarch, 2024-25.

COMPLIANCE OFFICER

Mrs. Surabhi Mahanot, is appointed as compliance officer in the Company.

XXIII. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization. The said policy is also available on the website of the Company at www.ritl.co.in

XXIV. AUDITORS:

A. Statutory Auditors

M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) were appointed by the board of directors in their meeting held on 14.08.2023 for a term of Four consecutive years from F.Y.2023-24 to F.Y.2026-27 subject to approval of shareholder in ensuing Annual General Meeting. Your board has recommended the appointment of M/s C.P. Jaria & Co, (FRN: 104058W) Chartered Accountants as Statutory Auditor of the Company.

M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) has conducted the statutory Audit of the Company for F.Y.2023-24 and expressed unqualified opinion.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

B. Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Pankaj Bagora, Accountant, as an Internal Auditor of the Company.

C. Cost Auditors

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

D. Secretarial Auditors

Pursuant to Section 204 and Applicable provisions of the read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Secretarial Audit Report issued by Neha Poddar, Practicing Company Secretary, and Company Secretaries in Form-MR-3, attached and marked as Annexure “B”, for the period under review forms part of this report. The said report contains certain observation or qualifications which are as under

XXV. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid-up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid-up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

XXVI. MANAGEMENT DISCUSSION AND ANALYSIS:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-C" to this report.

XXVII. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE

COMPANY:

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

XXVIII. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL

RESPONSIBILITY INITIATIVES:

The Company has not develope9d and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

XXIX. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) and with Section 134(3)(a) of the Companies Act. 2013, the Annual Return as on 31st March, 2025 is available on the Companys Website at www.ritl.co.in.

XXX. DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND

EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The board hereby states that the independent directors appointed during the year possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act. The Independent Directors appointed during the year have included their names in the data bank 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 (Appointment & Qualification of Directors) Rules, 2014.

XXXI. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCYAND

BANKRUPTCY CODE, 2016:

During the financial year ended on 31^stMarch, 2025, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company

XXXII. THE 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 REASON THEREOF: Not applicable during the year under review.

XXXIII. OTHER DISCLOSURES / REPORTING:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Companies Act, 2013. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can bene cially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

XXXIV. ACKNOWLEDGEMENTS:

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Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Registered Office By order of Board of Directors 526 Star Chambers Harihar Chowk For, Rajkot Investment Trust Limited

Rajkot, Gujarat-360001

Renu Manendra Shrikrishna Baburam Date:05/09/2025 Singh Pandey Place: Surat Director Managing Director (DIN: 00860777) (DIN: 07035767)