Rappid Valves India Ltd Directors Report

To,

The Member

Rappid Valves (India) Limited

Your directors are pleased to present the 23rd (Twenty Third) Annual Report on the business and operations of Rappid Valves (India) Limited (“the Company”) along Audited Financial Statement, for the year ended 31st March 2025.

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The financial highlights of the financial year ended 31st March 2025, is summarized as under:

(Amount in Thousands)

PARTICULARS	2024-2025	2023-24
Revenue from Operations	5,21,246.0	3,65,124.5
Other Income	2,106.9	880.9
Total Income	5,23,352.9	3,66,005.4
Less: Operating Expenses	4,02,247.0	2,99,844.0
Less: Other Expenses other than depreciation and interest	19,680.5	(8,233.7)
Gross Profit/(Loss) before Depreciation and Interest	1,01,425.4	74,395.10
Less: Finance Costs	11,201.4	14028.8
^Less: Depreciation and Amortization Expense	7835.0	5,133.9
Profit/(Loss) before Tax Before exceptional and extra-ordinary items	82,389.0	55,232.4
Exceptional and Extra-ordinary Item	-	-
Profit/(Loss) before Tax after exceptional and extra-ordinary items	82,389.0	55,232.4
Less: Tax Expense (Net)
Current Tax	22,193.1	13,720.1
Deferred Tax	(1,161.8)	163.8
Provisions	989.2	84.4
Profit/(Loss) After Tax	60,368.6	41,264.1

OVERVIEW AND COMPANY PERFORMANCE:

The Company was originally incorporated as Rapid Valves (India) Private Limited on 24th May 2002, as a Private Limited Company under the provisions of the Companies Act, 1956 and Certificate of Incorporation was issued by the Registrar of Companies, Mumbai on 24th May 2002. Subsequently, the Company changed its name to “Rappid Valves (India) Private Limited” vide Special Resolution passed by the Shareholders at the Extra Ordinary General Meeting of our Company held on 24th January 2009, and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Mumbai on 10th February 2009. Subsequently, the status of the Company was changed to Public Limited, and the name of our Company was changed to “Rappid Valves (India) Limited” vide Special Resolution passed by the Shareholders at the Extra Ordinary General Meeting held on 31st January 2024. The fresh certificate of incorporation consequent to conversion was issued by the Registrar of Companies, Mumbai on 20th June 2024, bearing Corporate Identification Number (CIN) U74999MH2002PLC135992.

The Company is primarily engaged in engineering and manufacturing valve solutions in accordance with industry standards. Operating under the brand "Rappid Valves," the Company provides precision-engineered control systems designed for durability and performance in diverse conditions. Its state-of-the-art manufacturing facility produces and exports valves for critical applications across various sectors including ?Hydrocarbon, Marine, Shipbuilding, Distillery, Brewery, Chemical, Power, Mining, and General Industry. With strong capabilities in product design, development, project management, and technical service, our continues to address complex challenges in fluid motion control with a focus on quality and innovation.

During the year under review, the Company has recorded a total revenue from operations of Rs. 52,12,46,000/- (Rupees Fifty-Two Crore Twelve Lakh Forty-Six Thousand Only) as compared to previous year which was Rs. 36,51,24,500/- (Rupees Thirty-Six Crore Fifty-One Lakh Twenty-Four Thousand Five Hundred Only). Further during the year, the Company earned a net profit of Rs. 6,03,68,600/- (Rupees Six Crore Three Lakh Sixty-Eight Thousand Six Hundred Only) as compared to net profit of Rs. 4,12,61,400/- (Rupees Four Crore Twelve Lakh Sixty-One Thousand Four Hundred Only) in the previous year.

LISTING:

During the year under review, and pursuant to the resolutions duly passed by the Members of the Company at the Extra-ordinary General Meeting convened on 27th June 2024, the Company resolved to approach the capital market with an Initial Public Offer (IPO) of 13,69,800 (Thirteen Lakh Sixty-Nine Thousand Eight Hundred Only) Equity Shares of Face value of 10/- (Rupees Ten) each (“Equity Shares”) for cash at a price of Rs. 222/- (Rupees Two Hundred and Twenty-Two Only) per Equity Share (including a share premium of Rs. 212/- per Equity Share). This offering was conducted through the Book Building Process, in compliance with applicable laws, with the intent of offering these shares to the public.

The IPO was open for public subscription from 23rd September 2024 to 25 th September 2024. The allotment of shares was finalized on 26th September 2024 in consultation with the National Stock Exchange of India Limited (NSE), which served as the Designated Stock Exchange, as per the regulatory framework governing such issuances.

Subsequent to the submission of the Companys application, the National Stock Exchange of India Limited (NSE) granted its final approval for the listing and commencement of trading on the NSE Emerge platform, effective from 30th September 2024, under the scrip code ‘RAPPID.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

DIVIDEND:

In order to conserve the resources for long run working capital requirement and expansion of business, Board of Directors does not recommend any dividend for the Financial Year ended 31st March 2025.

RESERVES:

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2024-25 in the retained earnings.

SHARE CAPITAL:

As on 1st April 2024, the Authorized Share Capital of the Company stood at Rs. 8,73,00,000/- (Rupees Eight Crore Seventy-Three Lakh only), divided into 37,50,000 (Thirty-Seven Lakh and Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 4,98,000 (Four Lakh Ninety-Eight Thousand) Preference Shares of Rs. 100/- (Rupees Hundred Only) each and Paid-Up Share Capital of Rs. 8,50,00,000/- (Rupees Eight Crore Fifty Lakh Only), divided into 35,20,000 (Thirty-Five Lakh and Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 4,98,000 (Four Lakh Ninety-Eight Thousand) Preference Shares of Rs.100/- each.

Changes during the year are as follows:

• On 2nd May 2024, the Company increased its Authorized Share Capital from Rs. 8,73,00,000/- (Rupees Eight Crore Seventy-Three Lakh Only) consisting of 37,50,000 (Thirty-Seven Lakh and Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten) each and 4,98,000 (Four Lakh Ninety-Eight Thousand) Preference Shares of Rs. 100/- (Rupees Hundred) each to Rs. 8,83,00,000/- (Rupees Eight Crore Eighty-Three Lakh only) consisting of 38,50,000 (Thirty-Eight Lakh and Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten) each and 4,98,000 (Four Lakh Ninety-Eight Thousand) Preference Shares of Rs.100/- (Rupees Hundred) each.

• On 10th July 2024, the Company issued and allotted 3,02,184 (Three Lakh Two Thousand One Hundred and Eighty-Four) Equity Shares of Rs. 10/- (Rupees Ten) each at a premium of Rs. 154.8/- (Rupees One Hundred and Fifty-Four and Eight Paisa Only) aggregating to Rs. 4,97,99,923.2 (Rupees Four Crore Ninety-Seven Lakh Ninety-Nine Thousand Nine Hundred and Twenty-Three and Two Paisa Only) in pursuant to the conversion of 0.01% Optionally Convertible Preference Shares into Equity Shares.

• Further, on same day, i.e. 10th July 2024, the Company has increased its Authorized Share Capital from Rs. 8,83,00,000/- (Rupees Eight Crore Eighty-Three Lakh only) consisting of 38,50,000 (Thirty-Eight Lakh and Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 4,98,000 (Four Lakh Ninety-Eight Thousand) Preference Shares of Rs. 100/- (Rupees Hundred Only) each to Rs.10,17,20,000/- (Rupees Ten Crore Seventeen Lakh and Twenty Thousand Only) consisting of 51,92,000 (Fifty-One Lakh and Ninety-Two Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 4,98,000 (Four Lakh Ninety-Eight Thousand) Preference Shares of Rs. 100/- (Rupees Hundred Only) each.

• Further on 26th September 2024, the Company has come up with the Initial Public Offering (IPO) of 13,69,800 (Thirteen Lakh and Sixty-Nine Thousand and Eight Hundred) Equity Shares of Rs.10/- (Rupees Ten Only) at the issue price of Rs. 222/- (Rupees Two Hundred and Twenty-Two Only) each including a premium of Rs. 212/- (Rupees Two hundred and Twelve) each aggregating to Rs. 30,40,95,600/- (Rupees Thirty Crore Forty Lakh Ninety-five Thousand and Six Hundred Only).

Following the completion of the IPO the paid-up share capital of the Company stood at Rs. 5,19,19,840/- (Rupees Five Crore Nineteen Lakh Nineteen Thousand Eight Hundred and Forty Only) comprising of 51,91,984 (Fifty-One Lakh Ninety-one Thousand Nine Hundred and Eighty- Four) Equity Shares of Rs.10/- (Rupees Ten Only) each.

As of 31st March 2024, the Authorised Share Capital of the Company stood at Rs. Rs. 10,17,20,000/- (Rupees Ten Crore Seventeen Lakh and Twenty Thousand Only) consisting of 51,92,000 (Fifty-One Lakh and Ninety-Two Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each and 4,98,000 (Four Lakh Ninety-Eight Thousand) Preference Shares of Rs.100/- (Rupees Hundred Only) each and the Paid-up Share Capital of the Company stands at Rs. 5,19,19,840/- (Rupees Five Crore Nineteen Lakh Nineteen Thousand Eight Hundred and Forty Only) comprising of 51,91,984 (Fifty-One Lakh Ninety-One Thousand Nine Hundred and Eighty-Four) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

DEPOSITS:

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on 31st March 2025.

CORPORATE GOVERNANCE:

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME, listed on Emerge Platform of NSE, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate Governance is not applicable Annual Report.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended 31 March 2025, is available on the Companys website and can be accessed at https://www.rappidvalves.in/investor.html . In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

At present, the Board of Directors of the Company comprises 5 (Five) Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The present composition of the Board consists of Managing Director, Executive Director, Non-Executive, Non-Independent Director and 2 (Two) Independent Directors.

In the opinion of the Board, all the Directors, including the Directors re-appointed during the year under review possess the requisite qualifications, experience & expertise and hold high standards of integrity. The criteria for determining qualification, positive attributes and independence of a Director is provided in the

Policy on Nomination, Appointment and Removal of Directors, which can be accessed on Companys website at https: //www .rappidvalves.in/corporate -policies.

The Board of Directors of your Company comprises the following Directors, as on 31st March 2025:

Sr. No.	Name of Director	DIN	Designation
1	Gaurav Vijay Dalal	00494466	Chairman &Managing Director
“2	Padma Madhusudan Lohiya	10699590	Non-Executive Director
3	Dayaram Paliwal	03060803	Independent Director &
4	Dinesh Gopal Mundada	07274519	Independent Director &

A. APPOINTMENT AND RE-APPOINTMENT:

During the year under review, Mr. Dayaram Paliwal (DIN: 03060803) and Mr. Dinesh Gopal Mundada (DIN: 07274519) was appointed as an Additional Director and designated as Non-Executive, Independent Director with effect from 17th April 2024 and was subsequently approved by members in the Extraordinary General Meeting held on 28th May 2024.

Further, the Board of Directors in its Meeting held on 06th May 2024 approved the change in designation of Mr. Gaurav Vijay Dalal (DIN: 00494466) from Executive Director to Managing Director and Chairman of the Company for the Period of 5 (Five) Years. The said appointment was subsequently approved by the Members in the Extraordinary General Meeting held on 28th May 2024.

In the same meeting, the members also approved the appointment of Mrs. Mansi Gaurav Dalal (DIN: 09056966) as an Executive Director, who was earlier appointed as an Additional Director by the Board in its meeting held on 24th February 2024.

Furthermore, the Board of Directors, in its meeting held on 27th June 2024, appointed Mr. Padma Lohiya (DIN: 10699590) as a Non-Executive Director, which was subsequently approved by the members in their meeting held on the same day.

Moreover, the Board, in its meeting held on 18 th July 2025, appointed Mrs. Mansi Gaurav Dalal (DIN: 09056966) as an Additional Executive Director, whose appointment is proposed for the consideration of members at the ensuing Annual General Meeting.

B. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Gaurav Vijay Dalal (DIN: 00494466) Managing Director and Chairman of the Company is liable to be retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, to offered himself for reappointment.

Your Board recommends its re-appointment for the approval of the members. A resolution seeking the approval of the shareholders for his re-appointment forms part of the Notice convening the 23rd (Twenty- Third) Annual General Meeting scheduled to be held on 20th September 2025.

C. RESIGNATIONS:

During the year under review, Mr. Vijay Laldas Dalal (DIN: 00498713) resigned from the Board of Directors of the Company with effect from 17th April 2024. The Board places on record its sincere appreciation for the valuable guidance, support, and contributions rendered by him during his tenure.

Further, Ms. Mansi Gaurav Dalal (DIN: 09056966) tendered her resignation from the position of Executive Director of the Company with effect from 27th June 2024. The Board expresses its deep gratitude for her dedicated service and contributions to the growth, development and governance of the Company during her tenure.

D. CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, in order to comply with the requirements of Section 203 of the Companies Act, 2013, the Board appointed Ms. Nishtha Khandelwal as the Company Secretary and Compliance Officer of the Company with effect from 17th April 2024 and Mr. Dipesh Bhalchandra Dalvi as Chief Financial Officer of the Company with effect from 22nd May 2024.

Subsequently, Ms. Nishtha Khandelwal tendered her resignation with effect from 27th June 2024, which was duly noted by the Board of Directors at its meeting held on same day. On the said date, the Board appointed Ms. Nidhi Shah as the Company Secretary and Compliance Officer of the Company with effect from 27th June 2024.

Further, Ms. Nidhi Shah resigned from the said position with effect from 28th February 2025, and her resignation was taken on record by the Board at its meeting held on 10th March 2025. On the same date, the Board appointed Ms. Vrinda Saboo as the Company Secretary and Compliance Officer of the Company.

Key Managerial Personnel as on 31st March 2025 are as follows:

Sr. No.	Name of Key Managerial Personnel	Designation
1	Gaurav Vijay Dalal	Managing Director
2	Dipesh Bhalchandra Dalvi	Chief Financial Officer
3	Vrinda Saboo	Company Secretary

BOARD MEETINGS:

The Board of Directors met 14 (Fourteen) times during the year under review as mentioned below. The gap between any two consecutive board meetings did not exceed 120 (One Hundred and Twenty) days as per the provisions of Companies Act, 2013 and rules made thereunder:

Sr. No.	Board Meeting Dates
1	10th April 2024
2	17th April 2024
3	06th May 2024
4	12th June 2024
5	26th June 2024
6	27th June 2024
- 7	10th July 2024
"8	.30th July 2024
9	13 th September 2024
10	25th September 2024
11	26th September 2024
12	30th September 2024
13	14th November 2024
14	10th March 2025

 

Sr. No.	Name of the Director	Category	Number of Board Meetings entitled to attend / held during the Year	Number of Board Meetings attended during the Year
1	*Gaurav Vijay Dalal	Chairman & Managing Director	14	14
2	**Mansi Gaurav Dalal	Executive Director	06	06
3	***Vijay Laldas Dalal	Executive Director	02	02
4	Dayaram Paliwal (Appointed on 17.04.2024)	Independent Director	12	12
5	Dinesh Gopal Mundada (Appointed on 17.04.2024)	Independent Director	12	12
6	Ms. Padma Lohiya (Appointed on 27.06.2024)	Non-Executive Director	8	8

* Gaurav Dalal appointed as Managing Director w.e.f. 28.05.2024 **Mansi Gaurav Dalal resigned w.e.f. 27.06.2024 ?***Vijay Laldas Dalal resigned w.e.f. 17.04.2024

GENERAL MEETINGS:

The Members of the Company met Five (05) times during the Financial Year 2024-2025 on the following date:

Sr. No.	Date of Meeting	Type of Meeting
1	02nd May 2024	Extra-Ordinary General Meeting
2	28th May 2024	Extra-Ordinary General Meeting
3	27th June 2024	Extra-Ordinary General Meeting
4	10th July 2024	Extra-Ordinary General Meeting
"5	15 th July 2024	Annual General Meeting

INDEPENDENT DIRECTOR:

A) DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

As on March 31, 2025, Mr. Dayaram Paliwal (DIN:03060803) and Mr. Dinesh Gopal Mundada (DIN: 07274519) are the Independent Directors on the Board of the Company.

The Company has received the necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Act and that of Listing Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule-IV of the Companies Act, 2013.

None of the Independent Directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar (“IICA”) and have their name included in the ‘Independent Directors Data Bank maintained by the IICA.

B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

?The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors forms part of the website of the Company at https: //www .rappidvalves.in/corporate -policies.

C) TERMS AND CONDITIONS OF APPOINTMENT:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with ‘Guidelines for Professional Conduct pursuant to Schedule IV to the Act. The details of such terms are available on the website of the Company at https: //www .rappidvalves.in/corporate -policies.

D) BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013.

The performance of the Board was evaluated by the Board including Independent Directors after seeking inputs from all the directors based on various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors based on the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, considering the views of the executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual directors was also discussed.

COMMITTEES OF THE BOARD:

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and the Executive Committee.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 and all other applicable provision, if any, of the Companies Act, 2013 and the Companies (Meeting and Its Powers) Rules, 2014 read with regulation 18 and all other applicable provisions of the SEBI (Listing and Obligations and Disclosure Requirements) Regulations 2015.he Audit committee review reports of the Internal Auditor, meet Statutory Auditors as and when required and discusses their findings, suggestions, observations, and other related matters and reviews major accounting policies followed by the Company.

The Audit Committee of the Company was constituted on 27th June 2024. During the year under review, the Committee held 2 (two) meetings on 14th November 2024, and 10th March 2025.

The Composition of the Audit Committee as on 31st March 2025 is as under:

Name of the Member	Nature of Directorship	Designation of Member	Number of Meetings entitled to attend / held during the Year	Number of Boarc Meetings attended during the Year
Mr. Dinesh Gopal Mundada	Independent Director	Chairman	02	02
Mr. Dayaram Paliwal	Independent Director	Member	02	02
Mr. Gaurav Vijay Dalal	Chairman & Managing Director	Member	02	02

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Apart from that all the matters provided under Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee identifies (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees of the Company.

The Nomination and Remuneration Committee was constituted on 27th June 2024. During the year under review, 1 (One) Meeting of the Nomination and Remuneration Committee was held on 10th March 2025 through Video Conferencing.

The Composition of the Nomination and Remuneration Committee as on 31st March 2025 is as under:

Name of the Member	Nature of Directorship	Designation o Member	Number of Meetings entitled to attend held during the Year	Number ol Board Meetings attended during the Year
Ms. Padma Madhusudan Lohiya	Non-Executive Director	Chairman	01	01
Mr. Dayaram Paliwal	Independent Director	Member	01	01
Mr. Dinesh Gopal Mundada	Independent Director	Member	01	01

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The scope of the Shareholders Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also investigates matters which can facilitate better investors services and relations.

The Stakeholders Relationship Committee was duly constituted on 27th June 2024. During the year under review, 1 (One) meeting of Stakeholders Relationship Committee was held on 19th March 2025.

The Composition of the Stakeholders relationship Committee as on 31st March 2025 is as under:

Name of the Member	Nature of Directorship	Designation o Member	Number o Meetings entitled to attend / heh during the Year	Number of Boart Meetings attended during the Year
Mr. Dayaram Paliwal	Independent Director	Chairman	01	01
Mr. Dinesh Gopal Mundada	Independent Director	Member	01	01
Mr. Gaurav Vijay Dalal	Chairman & Managing Director	Member	01	01

WHISTLEBLOWER POLICY (VIGIL MECHANISM):

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases., the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companys operations, business performance or reputation.

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Companys Directors and employees, and it is available on the internal employee portal as well as the website of your Company at https: //www.rappidvalves.in/corporate -policies.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprise policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain standards in Internal Financial Control.

STATUTORY AUDITORS AND AUDITORS REPORT:

Based on the recommendation of the Board of Directors, Members of the Company at the 22nd Annual General Meeting held on 15th July 2024, appointed M/s. Kava & Associates (Firm Registration No. 145721W) as the Statutory Auditors for the term of 5 (five) years commencing from the Financial Year 2023-24 to the Financial Year 2027-28. The Members authorized the Board to finalize the terms and conditions of re-appointment, including remuneration of the Statutory Auditor, based on the recommendation of the Audit Committee.

M/s. Kava & Associates, Chartered Accountants (Firm Registration No. 145721W), has given consent and eligibility certificate for appointments as the Statutory Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.

INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s Vijay Bhardwaj & Co., the Chartered Accountant firm, Mumbai were appointed as Internal Auditor for the Financial Year 2024-25.

The Audit committee of the board, in consultation with the internal auditor, shall formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Audit Committee and the Board of Directors have approved the appointment and remuneration of M/S H.K. Gupta & Associates, Practicing Company Secretary, Membership No. F12032 & Certificate of Practice No.17869), as the Secretarial Auditor of the Company for Financial Year 2025-26. The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting (AGM).

M/S H.K. Gupta & Associates, Practicing Company Secretary, Membership No. F12032 & Certificate of Practice No.17869) has consented to act as the Secretarial Auditor of the Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

The Secretarial Audit Report submitted by M/S H.K. Gupta & Associates, the Secretarial Auditors for the financial year 2024-2025 does not contain any qualification, reservation, adverse remark or disclaimer. The said report is annexed as "Annexure - A" to this Report.

COST RECORDS AND COST AUDIT:

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2024-25. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your Company. Accordingly, the cost auditor is not appointed for the financial year 2024-25.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS REPORT AND THE SECRETARIAL AUDIT REPORT:

The Statutory Auditors Report, and the Secretarial Audit Report to the members, for the year ended 31 March 2025, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Boards report.

DISCLOSURE OF ACCOUNTING TREATMENT:

?The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting Principles in India (“GAAP”), statutory requirements prescribed under the Accounting Standards (“AS”) specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company from Financial Year 2024-25. However, on a voluntary basis, the Company has incurred an expenditure of Rs. 4,29,900/- (Rupees Four Lakh Twenty-Nine Thousand Nine Hundred Only) towards CSR activities during the year. The details of the CSR expenditure, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in “Annexure B” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an “Annexure -C” to this Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, the Company do not have any subsidiary/joint ventures/ associate companies.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE:

During the year under review, there is no Significant Order passed by the Regulators/ Courts or Tribunals impacting the going concern status and Company and its operations in future.

DEMATERIALISATION OF SHARES:

The Companys Equity Shares are traded in dematerialized form on NSE. As of 31 March 2025, 100% of the paid-up Equity share capital of the Company is in dematerialized mode. The shares are assigned the International Securities Identification Number (ISIN) INE0MVO01012 under the Depository System.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims to provide protection to women employees (including external stakeholders/visitors) at the workplace and ensures prevention and effective redressal of complaints of sexual harassment, thereby creating a safe and secure working environment.

In compliance with the said Act, the Company has also constituted an Internal Complaints Committee (“ICC" ) to consider and address complaints of sexual harassment, if any.

The details of complaints received and disposed of during the financial year under review are as follows:

Particulars	2024-25	2023-24
Number of complaints of sexual harassment received in the year	Nil	Nil
Number of complaints disposed off during the year	NA	NA
Number of cases pending for more than 90 days	NA	NA

MATERNITY BENEFITS:

In accordance with the Maternity Benefit Act, 1961, the Company provides statutory maternity benefits, including paid leave, medical benefits, and related facilities for its female employees, and affirms complete compliance with the provisions of the Maternity Benefit Act, 1961.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

^PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companys website and can be accessed https://www.rappidvalves.in/corporate-policies . The Policy intends to ensure that proper reporting, approval and disclosure process are in place for all transactions between the Company and related parties.

During the financial year 2024-25, all contracts, arrangements and transactions entered into with related ?parties, including any material modifications thereof, were in the ordinary course of business and on an arms length basis, and were approved by the Audit Committee in accordance with the applicable regulatory requirements. Further, none of the transactions during the year were material in nature which require approval of the shareholders under Section 188(1) of the Companies Act, 2013 read with Regulation 23(4) of the SEBI Listing Regulations.

Accordingly, the disclosure of particulars of contracts/arrangements with related parties in Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Moreover, the details of related party transactions, as required under the applicable accounting standards have been disclosed in the Notes to the Financial Statement forming part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company has not carried any activities relating to the conservation of energy. Your Company has not acquired any technologies during the year under review.

The details of foreign exchange earnings and outgo during the financial year are as under:

(Amount in thousands)

Particulars	2024-25	2023-24
Earning in Foreign Currency	1,611	72
Expenditure in Foreign Currency	7,635	-

RISK MANAGEMENT:

The Board of Directors of the Company has established a comprehensive risk management framework to effectively manage internal and external risks across its businesses. The Board oversees the risk management function by defining and approving the objectives and philosophy of risk management and continuously monitoring and reviewing risks across the organization.

This framework aims to foster a strong risk culture integrated with the Companys business strategy and ensure that the Company undertakes businesses that are well understood and within its defined risk appetite. It further focuses on building profitable and sustainable businesses through a conservative approach to risk, proactively managing risks across the organization, and adopting best-in-class risk management practices to enhance shareholder value and strengthen stakeholder confidence.

In addition, the Board has put in place a comprehensive Risk Management Policy aimed at optimizing the risk-reward trade-off and enhancing shareholder value. The Companys approach to risk management is based on a clear understanding of the variety of risks it faces, disciplined risk monitoring and measurement, and continuous assessment and mitigation measures to ensure sustainable growth and value creation for all stakeholders.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure-D” to this Report.

Further, the statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in an annexure forming part of this report.

DISCLOSURE UNDER SECTION 43(A)(III) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any sweat Equity Shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Issue of Sweat Equity) Regulations, 2002 is furnished.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any Equity Shares under Employees Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

[TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

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, enables online upload of Action Take 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 makes every effort to resolve all investor complaints received through SCORES or otherwise, within the statutory time frame from the date of receipt.

During the financial year 2024-25, the Company did not receive any complaints on SCORES. The details of investor complaints received, resolved, and pending during the year are as follows:

Sr No.	Complaints Received	Complaints Received	Complaints solved	Complaints Pending
1	Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2	Non-receipt of dividend warrants ^	Nil	Nil	Nil
3	Query regarding demat credit	Nil	Nil	Nil
4	, Others	Nil	Nil	Nil
	Total	Nil	Nil	Nil

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your directors make the following statement and confirm that:

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

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 situation of the Company at the end of the financial year and of the loss 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 accounts on a going concern basis; and

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) Proper internal financial controls were followed by the Company, and such internal financial controls are adequate and were operating effectively.

POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are ^available on the Companys website viz., www.rappidvalves.in/corporate-policies, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute “forward looking statements” within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

APPRECIATIONS AND ACKNOWLEDGEMENTS:

Your directors place on records their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For Rappid Valves (India)

Sd/-

Gaurav Vijay Dalal

Managing Director and Chairman

DIN: 00494466

Date: - 01/09/2025

Place: -Palghar