Ramdevbaba Solvent Ltd Directors Report

To,

The Members,

Ramdevbaba Solvent Limited,

Nagpur

Your Directors are pleased to present the 16^th Annual Report on the business and operations of your Company and the Standalone and Consolidated Audited financial statements for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY:

The summarized financial performance highlight is as mentioned below:

	(Rs. In Lakhs)		(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Income From Operations	68,644.04	69,775.26	68,644.04	69,775.26
Other Income	654.75	864.85	654.75	864.85
Total Income	69,298.79	70,640.11	69,298.79	70,640.11
Operating expenditure before Finance cost, depreciation and amortization	67,527.28	68,712.41	67,527.28	68,712.41
Earnings before Finance cost, depreciation and amortization (EBITDA)	3,165.91	2,715.90	3,165.91	2,715.90
Less: Depreciation	426.39	223.35	426.39	223.35
Less: Finance Cost	968.01	564.86	968.01	564.86
Profit Before Tax	1,771.51	1,927.70	1,771.51	1,927.70
Less: Current Tax	280.33	386.84	280.33	386.84
Less: Deferred tax Liability (Asset)	187.90	71.97	187.90	71.97
Profit after Tax	1,303.28	1,468.88	1,303.28	1,468.88

(Previous year figures have been regrouped/re-arranged wherever necessary.)

During the year under review, your company reported the revenue from operations amounted to Rs. 69,298.79 lakhs as against Rs. 70,640.11 lakhs during the previous financial year 2022-23. The Net Profit of your Company, for the year amounted to Rs. 1,303.28 lakhs as against Rs. 1,468.88 lakhs during the previous financial year 2022-23.

INITIAL PUBLIC OFFER:

We are pleased to inform you that the Company’s Initial Public Offer (IPO) of 59,13,600 Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each by way of Book building Issue received huge response from the investors. The Issue was oversubscribed in all categories. The issue was opened on April 15, 2024 and closed on April 18, 2024.

The Allotment for the said IPO was made on April 19, 2024 ranking pari - pasu with the existing shares. The shares of the company were listed on NSE Emerge (NSE SME Platform) on 23^rd April, 2024.

LISTING INFORMATION

The equity shares of your Company are listed in F.Y. 2024-25 and the company has paid listing fees to the exchange for F.Y. 2024-25. The listing details on the following stock exchange(s) are as under:

Name of Stock Exchange	The National Stock Exchange of India
Platform	NSE Emerge (SME Platform)
NSE Symbol	RBS
ISIN	INE0RJH01010
Date of Listing	23rd April, 2024

DIVIDEND:

In order to conserve the resources and to strengthen the financial position of the company and to meet long term fund requirement and future contingencies, your Directors do not recommend any dividend for the F.Y. 2023-24.

RESERVES AND SURPLUS:

Entire profit of Rs. 1,303.28 lacs has been transferred to the Balance sheet under the head of Reserves and Surplus in F.Y. 2023-24.

CONSOLIDATED AUDITED FINANCIAL STATEMENTS

Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has prepared Standalone Audited Financial Statements along with Consolidated Audited Financial Statements consolidating financial statements of its Associate company and Subsidiary company with its financial statements in accordance with the applicable provision.

The Standalone Audited Financial Statements and Consolidated Audited Financial Statements long with the Independent Auditors Report thereon are annexed and forms part of this Report and the summarized consolidated financial position is provided in financial highlights stated above.

STATE OF AFFAIRS:

Your company is engaged in the business of manufacturing, distribution, marketing and selling of Physically Refined Rice Bran Oil under our own brands “Tulsi” and “Sehat” to FMCG Companies, Wholesalers, Retailers, Distributors etc. The company also deals in institutional selling of Physically Refined Rice Bran Oil to various institutions.

Your company also produce De-oiled Rice Bran (DORB), which is a by-product in the extraction of Rice Bran Oil and sell under the brand of ‘RBS HI - PRO DORB’ the same as cattle feed, poultry feed and fish feed. Other by-products such as fatty acid, lecithin, gums, spent earth and wax are also sold in the open market.

The company has not changed the nature of business during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

CAPITAL STRUCTURE

Authorized Share Capital:

The Authorized Share Capital of the company as on 31.03.2024 was Rs. 24,00,00,000/- (Twenty Four Crore) divided into 2,40,00,000 (Two Crore Forty Lakh) equity shares of Rs. 10/- (Rs. Ten) each. Details of increase in Authorized capital during the year is as under:

1) The company has increased Authorized Share Capital from Rs. 7,50,00,000/- (Rs. Seven Crore Fifty Lakhs) divided into 7,50,000 (Seven Lakh Fifty Thousand) equity shares of Rs. 100/- (Rs. Hundred) each To Rs. 15,00,00,000/- (Rs. Fifteen Crores) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs. 10/- (Rs. Ten) each through special resolution dated 21^st July, 2023 passed by members in extra ordinary general meeting.

2) The company has increased Authorized Share Capital from Rs. 15,00,00,000/- (Rs. Fifteen Crores) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs. 10/- (Rs. Ten) each To Rs.

24.00. 00.000/- (Rs. Twenty Four Crores) divided into 2,40,00,000 (Two Crore Forty Lakh) equity shares of Rs. 10/- (Rs. Ten) each through special resolution dated 30^th September, 2023 passed by members in annual general meeting.

* Pursuant to Shareholder’s resolution dated July 21, 2023, equity shares of face value of Rs. 100/- (Rs. Hundred) each of the Company were sub-divided into equity shares of face value Rs. 10/- (Rs. Ten) each.

Paid up Share Capital:

The Paid up Share Capital of the company as on 31.03.2024 was Rs. 16,21,17,500/- (Rs. Sixteen Crore Twenty One Lakh Seventeen Thousand Five Hundred) divided into 1,62,11,750 (One Crore Sixty Two Lakh Eleven Thousand Seven Hundred and Fifty) equity shares of Rs. 10/- (Rs. Ten) each. Details of increase in paid up capital during the year is as under:

1) The company has allotted 45,000 (Forty five thousand) Equity Shares of Rs. 100/- (Rupees Hundred) each at a price of Rs. 1,300/- (One Thousand Three Hundred only) including premium of Rs. 1,200/- (Rupees One Thousand Two Hundred Only) and raised aggregating to Rs.

5.85.00. 000/- (Rupees Five Crore Eighty Five Lakh Only) in the Capital of the Company on Private Placement basis through special resolution dated 15^th June, 2023 passed by members in extra ordinary general meeting.

* Pursuant to Shareholder’s resolution dated July 21, 2023, equity shares of face value of Rs. 100/- (Rs. Hundred) each of the Company were sub-divided into equity shares of face value Rs. 10/- (Rs. Ten) each.

2) The company has allotted 1,00,74,500 (One Crore Seventy Four Thousand Five Hundred) fully paid up Bonus Equity Shares in the proportion of 2:1 i.e. 2 (Two) new Bonus Equity Shares for every 1 (One) fully paid up Bonus Equity Share of Rs. 10/- (Rs. Ten) each held by the members. Consequently, paid up capital increased. The special resolution was passed by the members in annual general meeting dated 30^th September, 2023.

3) The company has allotted 11,00,000 (Eleven Lakhs) Equity Shares of Rs 10/- (Rupees Ten) each at premium of Rs. 60/- (Rupees Sixty Only) including premium of Rs. 50/- (Rupees Fifty Only) and raised aggregating to Rs. 6,60,00,000/- (Rs. Six Crore Sixty Lakh) in the Capital of the Company on Private Placement basis through special resolution dated 06^th November, 2023 passed by members in extra ordinary general meeting.

** The company has issued / allotted 59,13,600 (Fifty Nine Lakh Thirteen Thousand Six Hundred) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) through Initial Public Offer (IPO) during the F.Y. 2024-25. Consequently, the paid up equity shares capital of the company stood at Rs.22,12,53,500/- (Rs. Twenty Two Crore Twelve Lakh Fifty Three Thousand Five Hundred) divided into 2,21,25,350 (Two Crore Twenty One Lakh Twenty Five Thousand Three Hundred and Fifty) equity shares of Rs. 10/- (Rs. Ten) each.

EQUITY SHARE CAPITAL HISTORY

Date of allotment	Number of Equity Shares allotted	Face value (?)	Issue price (includi ng premiu m, if any (?)	Reason/Natu re of allotment	Form of consideratio n	Cumulativ e number of Equity Shares	Cumulativ e paid-up Equity Share capital (?)
November 25,2008	1,000	100.00	100.00	Subscriber to MOA	Cash	1,000	1,00,000
March 31, 2010	14,000	100.00	100.00	Further issue	Cash	15,000	15,00,000
March 31, 2011	85,000	100.00	100.00	Further issue	Cash	1,00,000	1,00,00,000
March 31, 2012	1,00,000	100.00	100.00	Further issue	Cash	2,00,000	2,00,00,000
February 25,2013	75,000	100.00	100.00	Further issue	Cash	2,75,000	2,75,00,000
March 31, 2014	83,725	100.00	200.00	Further issue	Cash	3,58,725	3,58,72,500
November 13,2017	1,00,000	100.00	200.00	Rights Issue	Cash	4,58,725	4,58,72,500
June 30, 2023	45,000	100.00	1,300.0 0	Private Placement	Cash	5,03,725	5,03,72,500
Pursuant to Shareholder’s resolution dated July 21, 2023, equity shares of face value of ? 100 each of our Company were sub-divided into equity shares of face value ? 10 each. Consequently, the issued and subscribed share capital of our Company comprising of 5,03,725 equity shares of the face value of ? 100 each aggregating to ? 5,03,72,500 was subdivided into 50,37,250 equity shares of the face value of ? 10 each.
October 27, 2023	1,00,74, 500	10.00		Bonus issue	NIL	1,51,11,75 0	15,11,17,50 0
November 29,2023	11,00,00 0	10.00	60.00	Private Placement	Cash	1,62,11,75 0	16,21,17,50 0

FUND RAISING DURING THE YEAR

The Paid up Share Capital of the company as on 31.03.2024 was Rs. 16,21,17,500/- (Rs. Sixteen

Crore Twenty One Lakh Seventeen Thousand Five Hundred) divided into 1,62,11,750 (One Crore

Sixty Two Lakh Eleven Thousand Seven Hundred and Fifty) equity shares of Rs. 10/- (Rs. Ten) each.

Details of increase in paid up capital during the year is as under:

1) The company has allotted 45,000 (Forty five thousand) Equity Shares of Rs. 100/- (Rupees Hundred) each at a price of Rs. 1,300/- (One Thousand Three Hundred only) including premium of Rs. 1,200/- (Rupees One Thousand Two Hundred Only) and raised aggregating to Rs.

5,85,00,000/- (Rupees Five Crore Eighty Five Lakh Only) in the Capital of the Company on Private Placement basis through special resolution dated 15^th June, 2023 passed by members in extra ordinary general meeting. The list of allottees are available at company’s website www.ramdevbabasol.com

* Pursuant to Shareholder’s resolution dated July 21, 2023, equity shares of face value of Rs. 100/- (Rs. Hundred) each of the Company were sub-divided into equity shares of face value Rs. 10/- (Rs. Ten) each.

2) The company has allotted 1,00,74,500 (One Crore Seventy Four Thousand Five Hundred) fully paid up Bonus Equity Shares in the proportion of 2:1 i.e. 2 (Two) new Bonus Equity Shares for every 1 (One) fully paid up Bonus Equity Share of Rs. 10/- (Rs. Ten) each held by the members. Consequently, paid up capital increased. The special resolution was passed by the members in annual general meeting dated 30^th September, 2023.

3) The company has allotted 11,00,000 (Eleven Lakhs) Equity Shares of Rs 10/- (Rupees Ten) each at premium of Rs. 60/- (Rupees Sixty Only) including premium of Rs. 50/- (Rupees Fifty Only) and raised aggregating to Rs. 6,60,00,000/- (Rs. Six Crore Sixty Lakh) in the Capital of the Company on Private Placement basis through special resolution dated 06^th November, 2023 passed by members in extra ordinary general meeting. The list of allottees are available at company’s website www.ramdevbabasol.com

** The company has issued / allotted 59,13,600 (Fifty Nine Lakh Thirteen Thousand Six Hundred) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) through Initial Public Offer (IPO) during the F.Y. 2024-25. Consequently, the paid up equity shares capital of the company stood at Rs.22,12,53,500/- (Rs. Twenty Two Crore Twelve Lakh Fifty Three Thousand Five Hundred) divided into 2,21,25,350 (Two Crore Twenty One Lakh Twenty Five Thousand Three Hundred and Fifty) equity shares of Rs. 10/- (Rs. Ten) each.

HOLDING / SUBSIDIARY / JOINT VENTURES / ASSOCIATES

As on March 31, 2024, the company has One (1) Subsidiary company namely “Too Gud FMCG Products Private Limited” and One (1) Associate company namely “RBS Renewables Private Limited”. Your company do not have any Holding company or Joint ventures.

SUBSIDIARY COMPANY: Too Gud FMCG Products Private Limited was incorporated as a private limited company on December 27, 2023 under the Companies Act, 2013. The company is authorised to trade, manufacture, produce, purchase, sale, import, export and deal in fast moving consumer goods including Cleaning Products, Washing Bar and Soaps, Washing Liquids, among others chemicals, gum, adhesive tapes, , Edible and Non Edible Oils, batteries, generators and other agro commodities.

The authorised share capital of Too Gud FMCG Products Private Limited is Rs. 1,00,000 divided into 10,000 equity shares of face value of Rs. 10 each and the issued, subscribed and paid up share capital of Too Gud FMCG Products Private Limited is Rs. 1,00,000 divided into 10,000 equity shares of face value of Rs. 10 each.

ASSOCIATE COMPANY: RBS Renewables Private Limited was incorporated as a private limited company on October 29, 2021 under the Companies Act, 2013. The company is engaged in the business of manufacturing, refining, processing, trading or dealing in fuels such as ethyl alcohol, ethanol, biodiesel fuel, electricity, alcohol, carbon, hydrocarbons, petroleum products and also products such as sugar, sugarcanes & high starch agro products, agro based products. Presently, RBS Renewables Private Limited is setting up ethanol plant and ie yet to commence commercial operation of the plant.

The authorised share capital of RBS Renewables Private Limited is Rs. 25,00,00,000 divided into

2,50,00,000 equity shares of face value of Rs. 10 each and the issued, subscribed and paid up share capital of RBS Renewables Private Limited is Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of face value of Rs. 10 each.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiaries, associates and joint venture companies is attached as an annexure as Annexure - I in Form AOC-1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company which forms part of this report.

The Company has kept the separate audited financial statements in respect of subsidiary and associate companies at the Registered Office of the Company and will also make available these documents upon the request by any shareholder of Company. The said financial statements are also available on the website of your Company at www.ramdevbabasol.com

DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended 31^st March 2024.There were no unclaimed or unpaid deposits as on 31^st March 2024.

CREDIT RATING

The credit rating obtained reflects Company’s Commitment and capabilities to consistent growth through prudence and focus on financial discipline. During the period under review, Acuite Rating and Research Limited has re-affirmed the credit rating as “ACUITE BBB - Stable and Positive” for Long Term Bank Instruments / Facilities of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

As on 31^st March, 2024, your company’s Board had Six (6) Directors comprising of Three (3) Executive directors, Two (2) Non-Executive Independent directors and One (1) Non- Executive Women director. Board Composition is as under:

Name of Director	Designation	Date of Appointment
Mr. Prashant Kisanlal Bhaiya	Chairman and Whole Time Director	25.11.2008
Mr. Nilesh Suresh Mohata	Managing Director	25.11.2008
Mr. Tushar Ramesh Mohata	Whole Time Director	10.01.2012
Mrs. Rajnandini Tanmay Bhaiya	Non - Executive Women Director	30.09.2023
Mr. Amar Sushil Damani	Non - Executive Independent Director	06.11.2023
Mr. Hemant Gopaldas Kalantri	Non - Executive Independent Director	06.11.2023

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of your Company, Mrs. Rajnandini Tanmay Bhaiya (DIN: 10259615) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer herself for re-appointment. The Board recommends the re-appointment of above director for your approval. Brief details of Directors proposed to be appointed/re-appointed are provided in the Notice of the ensuing AGM. Due to some technical glitch on V3 version of MCA Website, name of Ms. Rajnandini Tanmay Bhaiya is exhibiting twice on MCA website. The management is in process of correction in Master Data of the Company.

KEY MANAGERIAL PERSONNELS

Pursuant to the provisions of Section 203 of Companies Act, 2013, Mr. Prashant Kisanlal Bhaiya is Chairman and Whole Time Director, Mr. Nilesh Suresh Mohata is Managing Director, Mr. Tushar Ramesh Mohata is Whole Time Director, Mr. Aayush Prashant Bhaiya is Chief Financial Officer and Mr. Pratul Bhalchandra Wate is Company Secretary and Compliance Officer of your company as on 31^st March, 2024.

DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the

Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

BOARD MEETINGS

The Board of directors of your Company regularly meets to discuss various Business matters and opportunities. Board meetings are convened as and when required to discuss and decide on various business policies, strategies, future business planning and other businesses.

During the year under review, Board of directors of the company met 25 (Twenty Five) times during the Financial year 2023-24. Details of which are as under:

Sr. No.	Date of Meeting	Total No of Directors as on Meeting	Attendance
1	10.05.2023	3	3
2	05.06.2023	3	3
3	30.06.2023	3	3
4	05.08.2023	3	3
5	22.08.2023	3	3
6	01.09.2023	3	3
7	05.09.2023	3	3
8	18.09.2023	3	3
9	25.10.2023	4	4
10	27.10.2023	4	4
11	02.11.2023	4	4
12	06.11.2023	4	4
13	15.11.2023	6	6
14	24.11.2023	6	6
15	29.11.2023	6	6
16	09.12.2023	6	6
17	18.12.2023	6	6
18	27.12.2023	6	6
19	29.12.2023	6	6
20	30.01.2024	6	6
21	10.02.2024	6	6
22	20.02.2024	6	6
23	08.03.2024	6	6
24	13.03.2024	6	6
25	29.03.2024	6	6

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

(i) Audit Committee

Our Board has constituted the Audit Committee vide Board Resolution dated December 18, 2023 in accordance with the Section 177 of the Companies Act, 2013 and Regulation 18(3) of the SEBI (LODR) Regulation, 2015. The audit committee comprises of:

Name of Director	Position in the committee	Designation
Amar Sushil Damani	Chairman	Independent Director
Hemant Gopaldas Kalantri	Member	Independent Director
Rajnandini Tanmay Bhaiya	Member	Non-Executive Director

The Company Secretary & Compliance Officer of our Company shall serve as the secretary of the Audit Committee.

Set forth below are the power & role of Audit Committee and the terms of reference of our Audit Committee, is in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

1. to investigate any activity within its terms of reference;

2. to seek information from any employee;

3. to obtain outside legal or other professional advice;

4. management discussion and analysis of financial condition and results of operations;

5. to secure attendance of outsiders with relevant expertise, if it considers necessary; and

6. such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

Role of Audit Committee

The role of the Audit Committee shall include the following:

(1) oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible;

(2) recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) formulation of a policy on related party transactions, which shall include materiality of related party transactions;

(5) reviewing, at least on a half yearly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

(6) examining and reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included in the

Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by

management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions; and

g. Modified opinion(s) in the draft audit report,

(7) reviewing, with the management, the half-yearly and annual financial statements before submission to the Board for approval;

(8) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Issue document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

(9) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

(10) approval or any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

(11) laying down the criteria for granting omnibus approval in line with the Company’s policy on related party transactions and such approval shall be applicable in respect of transactions which are repetitive in nature;

(12) scrutiny of inter-corporate loans and investments;

(13) valuation of undertakings or assets of the Company, wherever it is necessary;

(14) evaluation of internal financial controls and risk management systems;

(15) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(16) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(17) discussion with internal auditors of any significant findings and follow up there on;

(18) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

(19) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(20) recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;

(21) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(22) reviewing the functioning of the whistle blower mechanism;

(23) monitoring the end use of funds raised through public offers and related matters;

(24) overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;

(25) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

(26) reviewing the utilization of loans and/or advances from / investment by the holding company in the subsidiary including loans / advances / investments existing;

(27) to consider the rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc. of the Company and provide comments to the Company’s shareholders;

(28) to review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; and

(29) carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.

? AUDIT COMMITTEE MEETINGS

During the year under review, committee members met 2 (Two) times during the Financial year 202324. Details of which are as under:

Sr. No.	Date of Meeting	Total No of Directors as on Meeting	Attendance
1	27.12.2023	3	3
2	29.03.2024	3	3

(ii) Nomination and Remuneration Committee

Our Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated December 18, 2023 in accordance with the Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of:

Name of Director	Position in the committee	Designation
Hemant Gopaldas Kalantri	Chairman	Independent Director
Amar Sushil Damani	Member	Independent Director
Rajnandini Tanmay Bhaiya	Member	Non-Executive Director

Set forth below are the terms of reference of our Nomination and Remuneration Committee, is in

accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI

Listing Regulations.

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (the “Board” or “Board of Directors”) a policy relating to the remuneration of the directors, key managerial personnel and other employees (“Remuneration Policy”);

The Nomination and Remuneration Committee, while formulating the above policy, should ensure

that:

(1) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

(2) formulation of criteria for evaluation of performance of independent directors and the Board;

(3) devising a policy on Board diversity;

(4) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of the Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

(5) reviewing and recommending to the Board, manpower plan/ budget and sanction of new senior management positions from time to time in the future;

(6) for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the committee may:

(i) use the services of an external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(iii) consider the time commitments of the candidates,

(7) extending or continuing the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

(8) evaluation and recommendation of termination of appointment of directors in accordance with the Boards governance principles for cause or for other appropriate reasons;

(9) making recommendations to the Board in relation to the appointment, promotion and removal of the senior management personnel;

(10) recommending to the board, all remuneration, in whatever form, payable to senior management, including revisions thereto;

(11) administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option Scheme of the Company;

(12) framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any securities laws or any other applicable laws in India or overseas, including:

(i) the SEBI Insider Trading Regulations; and

(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended;

(13) carrying out any other function as is mandated by the Board from time to time and / or enforced/mandated by any statutory notification, amendment or modification, as may be applicable;

(14) performing such other functions as may be necessary or appropriate for the performance of its duties;

(15) periodically reviewing and re-examining the terms of reference and making recommendations to our Board for any proposed changes;

(16) developing a succession plan for our Board and senior management and regularly reviewing the plan;

(17) consideration and determination of the nomination and remuneration policy based on performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate; and

(18) perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority.

? NOMINATION & REMUNERATION COMMITTEE MEETINGS

During the year under review, committee members met 2 (Two) times during the Financial year 202324. Details of which are as under:

Sr. No.	Date of Meeting	Total No of Directors as on Meeting	Attendance
1	27.12.2023	3	3
2	30.03.2024	3	3

(iii) Stakeholders’ Relationship Committee

Our Board has constituted Stakeholders’ Relationship Committee vide Board Resolution dated December 18, 2023 in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI (LODR) Regulations, 2015. The current constitution of the Stakeholders’ Relationship Committee is as follows:

Name of Director	Position in the committee	Designation
Rajnandini Tanmay Bhaiya	Chairman	Non-Executive Director
Hemant Gopaldas Kalantri	Member	Independent Director
Nilesh Suresh Mohata	Member	Managing Director

Set forth below are the terms of reference of our Nomination and Remuneration Committee is in

accordance with Regulation 20 of the SEBI Listing Regulations.

The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be

required by the under applicable law, the following:

1. considering and specifically looking into various aspects of interests of shareholders, debenture holders and other security holders;

2. resolving the grievances of the security holders of the listed entity including complaints related to allotment of shares, transfer of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer / transmission of shares and debentures, depository receipt, non-receipt of annual report, balance sheet or profit and loss account, nonreceipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;

3. review of measures taken for effective exercise of voting rights by shareholders;

4. investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

5. giving effect to all transfer/transmission of shares and debentures, dematerialization of shares and re-materialization of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

6. review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;

7. review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

8. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

Resolving the grievances of the security holders of the listed entity including complaints related to transfer of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer / transmission of shares and debentures, non-receipt of annual report or balance sheet, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;

Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures, or any other securities;

Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

Review of measures taken for effective exercise of voting rights by shareholders;

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

? STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

During the year under review, committee members met 2 (Two) times during the Financial year 202324. Details of which are as under:

Sr. No.	Date of Meeting	Total No of Directors as on Meeting	Attendance
1	27.12.2023	3	3
2	30.03.2024	3	3

(iv) Corporate Social Responsibility Committee

Our Board has re-constituted Corporate Social Responsibility Committee vide Board resolution dated December18, 2023. The current constitution of the Corporate Social Responsibility committee is as follows:

Name of Director	Position in the committee	Designation
Prashant Kisanlal Bhaiya	Chairman	Chairman and Whole-time Director
Tushar Ramesh Mohata	Member	Whole-time Director
Amar Sushil Damani	Member	Independent Director

Set forth are the scope and function of the Corporate Social Responsibility Committee, in accordance

with Section 135 of the Companies Act, 2013.

1. formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;

2. identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

3. review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and the distribution of the same to various corporate social responsibility programs undertaken by the Company;

4. delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;

5. review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

6. assistance to the Board to ensure that our Company spends towards the corporate social responsibility activities in every Fiscal, such percentage of average net profit/ amount as may be prescribed in the Companies Act, 2013 and/ or rules made thereunder;

7. providing explanation to the Board if the Company fails to spend the prescribed amount within the financial year;

8. providing updates to our Board at regular intervals of six months on the corporate social responsibility activities;

9. any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time; and

10. exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.

? CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETINGS

During the year under review, committee members met 2 (Two) times during the Financial year 202324. Details of which are as under:

Sr. No.	Date of Meeting	Total No of Directors as on Meeting	Attendance
1	27.12.2023	3	3
2	20.02.2024	3	3

PERFORMANCE 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 Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

INDEPENDENT DIRECTORS DATA BANK

The Independent Directors of the Company have been registered and are members of the Indian Institute of Corporate Affairs (‘IICA’) as required under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) 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 year ended 31st March, 2024 the applicable accounting standards have been followed and there are no material departures from these statements;

b. The Directors 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 at the end of the financial year 31st March, 2024 and of the profit of the company for that period.

c. The Directors have 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;

d. The Directors have prepared the annual financial statements on a going concern basis.

e. The directors have laid down the internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered into during the financial year were on an Arm’s Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is annexed as Annexure - II and forms part of this report.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report in compliance with the applicable provisions of the Companies Act, 2013 and other applicable Acts and Regulations. Prior omnibus approval is obtained for related party transactions which are repetitive in nature.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various ongoing projects/activities in accordance with Schedule VII of the Act.

As per Section 135 (5) of the Companies Act, 2013, the Company was required to spend in every financial year, at least two per cent of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of our Corporate Social Responsibility Policy. The company had spent ? 14.49 lakhs, ? 12.34 lakhs and ? 0.90 lakhs as required under Section 135(5) of the Companies Act, 2013 towards CSR activities for ongoing projects for the Financial Years 2023, 2022 and 2021, respectively through regular bank account of the company than otherwise required from a special bank account. The company has filed a compounding application with the Registrar of Companies (ROC) Mumbai, Maharashtra to condone the irregularity and the same is pending before the Registrar of Companies (ROC) Mumbai, Maharashtra.

The details of CSR activities undertaken during the financial year 2022-23, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure - III and forms part of this report. Pictures of some CSR initiatives taken by the company in an identified ongoing projects/ activities are as under:-

REGISTRAR AND TRANSFER AGENT

The Company’s Registrar & Share Transfer Agents, M/s. Bigshare Services Private Limited is fully equipped to carry out the transfers of shares and redress Investor complaints.

AUDITORS

A. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s BORKAR AND MUZUMDAR, Chartered Accountants, Nagpur (FRN: - 101569W) was appointed as the Statutory Auditor of the company who shall hold the office of Statutory Auditors of the Company for a term of 5 (Five) consecutive years till the conclusion of 20^th Annual General Meeting of the Company to be held in the Calendar year 2028. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The statutory Auditors Report forms part of the Annual Report. The Auditors Report issued by the Statutory Auditors, M/s. BORKAR AND MUZUMDAR, on the Audited Standalone and Consolidated Financial Statement for the financial year ended March 31, 2024 are with unmodified opinion, self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

B. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with rules made thereunder, M/s T. S. Tendulkar & Co., Practicing Company Secretaries, (ICSI COP No.- 11867) Pune is appointed as the Secretarial Auditor of the Company for Financial Year 2023-24.

On the recommendations of Audit Committee, the Board of Directors of the company in their meeting dated 12^th April, 2024 appointed M/s T. S. Tendulkar & Co., Practicing Company Secretaries, (ICSI COP No.- 11867) Pune is also appointed as the Secretarial Auditor of the Company for Financial Year 2024-25.

The Secretarial Audit Report in form MR-3 for the Financial Year 2023-24 forms part of the Annual Report and is annexed to this report as Annexure - IV.

There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report. The Observation in the Secretarial Audit Report is as under:-

Observation:-

For Financial Year 2023 Company was about to transfer Rs. 14,65,615.22/- to unspent CSR Account by 30.04.2023 Company failed to transfer said amount to unspent CSR Account the said amount was spent on 06.07.2023 in association with EXCELSIOR FOUNDATION TRUST.

Reply of Board of Directors on the observation in Secretarial Auditors Report:-

The company had spent the said amount as required under Section 135(5) of the Companies Act, 2013 towards CSR activities for ongoing projects through regular bank account of the company than otherwise required from a special bank account. There was no any wrong intention in this matter. The whole CSR amount was spent by the company. The company has filed a compounding application with the Registrar of Companies (ROC) Mumbai, Maharashtra to condone the irregularity and the same is pending before the Registrar of Companies (ROC) Mumbai, Maharashtra.

C. INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors of the Company has appointed M/s Rajesh B. Jain & Co., Practicing Chartered Accountant, Nagpur (ICAI Firm Registration No. - 128915W) as the Internal Auditor of the company for the financial year 2023-24.

On the recommendations of Audit Committee, the Board of Directors of the company in their meeting dated 12^th April, 2024 appointed M/s. Girish N. Mundada & Co. Practicing Chartered Accountant, Nagpur (ICAI Firm Registration No. - 117612W) as the Internal Auditor of the company for the financial year 2024-25.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

D. COST AUDITOR:

Pursuant to the provisions of Section 148 of the Act, M/s. Deepa Agrawal & Co., Practicing Cost Accountant, Nagpur (MRN - 32019, FRN - 002065) have been appointed as Cost Auditors of the Company for the Financial Year 2023-24. Pursuant to the Companies (Cost Records and Audit) Rules, 2014 the cost audit report for financial year 2023-24 will be filed with the Ministry of Corporate Affairs (MCA) within the statutory time frame.

On the recommendations of Audit Committee, the Board of Directors of the company in their meeting dated 12^th April, 2024 appointed M/s. Deepa Agrawal & Co., Practicing Cost Accountant, Nagpur (MRN - 32019, FRN - 002065) as the Cost Auditor of the company for the financial year 2024-25.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and Secretarial Auditor of your company have to report any instances of fraud committed in your company by its officers, employees or management to the Audit Committee and / or to the Board as required under the applicable Acts and rules made thereunder.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31^st March, 2024 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company www.ramdevbabasol.com and can be assessed using the link https://www.ramdevbabasol.com/investor-corner/investors-information/annual-returns.html .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report and provides a detailed analysis on the performance of the business and outlook.

MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the companies act, 2013. Accordingly, such accounts and records are made and maintained by the Company.

PARTICULARS OF EMPLOYEES

Disclosure relating to remuneration and other details as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure - V which forms part of this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration (if any) in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition. The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has in place adequate internal financial controls with respect to financial statements. The policies and procedures adopted by the Company ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements. No Reportable weakness in the design or operation was observed during the year.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the period under review, The Company has given corporate guarantee on behalf of its Associate Company i.e. RBS Renewables Private Limited to the Bankers of Associate Company.

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are more specifically given in the notes to the Financial Statement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and marked “Annexure VI” and forms part of this Report.

THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THETR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2023-24, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

INSURANCE

Your company has taken adequate insurance for all its assets and its operations against foreseeable perils. The company maintain insurance policies for its manufacturing units, offices, buildings, plant and machinery, boilers, furniture, fixture and fittings and stocks due to fire and other perils. The Company also maintain marine cargo insurance policy to insure consignments (if any) and also maintain insurance policies for the available vehicles.

These insurance policies are reviewed periodically to ensure that the coverage is adequate. We believe that the insurance coverage is in accordance with industry custom, including the terms of and the coverage provided by such insurances. The insurance policies are subject to standard limitations such as incur losses or suffer claims beyond the limits of or outside the relevant coverage of the insurance policies.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered.

The Board is very vigilant in working and also has proper internal control systems to minimize the operational and business risk. The Management has put in place adequate and effective system and manpower for the purposes of risk management.

CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

Regulation 17(8) of the Listing Obligations and Disclosures Requirements formulated by the Securities and Exchange Board of India (SEBI), the CEO/CFO certification is not applicable to your Company as it is an SME Listed Entity.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and transparency. We ensure that we evolve & follow the corporate governance guidelines & best practices sincerely to boost long-term shareholder value legally, ethically & sustainably. We consider it an inherent responsibility to disclose timely and accurate information regarding its operations and performance. We also endeavor to maximize shareholders’ value and respect minority rights in all our business decisions.

The equity shares of your company are Listed on Emerge Platform of the National Stock Exchange of India Limited (NSE) in Financial Year 2024-25 i.e. on Dated 23^rd April, 2024 and by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and Clause

(b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the company.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT IBRSRi

The Business Responsibility & Sustainability Reporting as required by regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirement) regulations, 2015 is not applicable to the company for the financial year ending, March 31, 2024.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company’s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted an Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve any complaints related to sexual harassment.

During the financial year 2023-24, your Company has not received any complaint pertaining to sexual harassment. The Company has received NIL complaints on sexual harassment, and NIL complaints remained pending as of March 31, 2024.

VIGIL MECHANISM

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in conformity with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate the reporting of genuine concerns about unethical or improper activity, without any fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. There were no Whistle blower complaints received by the company during the year under review.

The Whistle Blower Policy of the Company can be accessed at the website of the Company at www.ramdevbabasol.com

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and will take all the possible efforts to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint during financial year 2023-24.

GREEN TNTTTATTVE

The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in Corporate Governance” by allowing paperless compliances by companies through electronic mode and issued circulars in this regard. This enables the company to serve the notices / documents including AGM notice and Annual report electronically to the members / shareholders at their registered email address. To support the ‘Green Initiative’ of the Ministry of Corporate Affairs fully, we request all the Members /

Shareholders who have not yet registered their E-mail addresses so far, to please register your e-mail

addresses with respective / concerned Depository Participants / Registrar and Share Transfer Agent as early as possible.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of

disclosures to be made while dealing with shares of the Company as well as consequences of

violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company’s shares.

The Insider Trading Policy of the Company covering the “Code of practices and procedures for Fair disclosures of unpublished price sensitive information” is available on the website www.ramdevbabasol.com

Your company has also maintained Structured Digital Database (“SDD”) under the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations’). The Company has Installed SDD Services in which relevant entries are recorded regularly.

WEBSITE

Your company has maintained a functional website www.ramdevbabasol.com containing information about the company as per the provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

4. There is no revision in the Board Report or Financial Statements.

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One Time settlement of loan obtained from the Banks or Financial Institutions.

CAUTIONARY STATEMENT

Statements in this Annual Report and Management Discussion & Analysis sections describing the Company’s objectives, projections, estimates and expectation may constitute certain statements, which are forward looking within the meaning of applicable laws and regulations. The statements in this management discussion and analysis report could differ materially from those expressed or implied / actual outcomes may significantly diverge from these statements due to a range of risks and uncertainties. There are various factors / variables that could make a difference or influence to the Company’s operation include raw material availability and its prices, demand and pricing of the products in the markets, industry and market conditions, cash flow projections, pandemic conditions, changes in the governmental regulations, tax regimes, forex markets, economic developments within India and other incidental factors. The Company assumes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

DISCLAIMER

This document does not solicit investments in the Company’s securities nor is it an assurance of guaranteed returns (in any form) for investments in the Company’s equity shares. Typographical error in this document (if any) to be ignored.

ACKNOWLEDGMENT

Your Board of Directors are pleased to place on record the appreciation of the co-operation, guidance and support extended by Government of India, concerned State and Central Government departments, Banks, Financial Institutions, Stock Exchange and other Agencies. Your Board of Directors also thank the all the esteemed shareholders / members, Customers, Service providers, suppliers, business associates etc. for their trust, faith and confidence reposed in the company.

The Board also wishes to place on record its highest appreciation for the valuable services, dedicated efforts and consistent contributions rendered by all the employees of the Company at all levels.

	For and on Behalf of Board of Directors For Ramdevbaba Solvent Limited
	SD/-	SD/-
Place: Nagpur Date: 29.08.2024	Prashant Kisanlal Bhaiya Chairman & Whole Time Director DIN: 02374524	Nilesh Suresh Mohata Managing Director DIN:02374561