Readymix Construction Machinery Ltd Directors Report

To The Members / Shareholders,

The Board of Directors hereby present the 13th Annual Report of READYMIX CONSTRUCTION MACHINERY LIMITED (Earlier known as Readymix Construction Machinery Private Limited) (CIN: L29248PN2012PLC142045) together with the Audited Financial Statements for the ??nancial year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particular	2024-25	2023-24
Revenue from business operation	7327.58	6979.35
Other Income	22.66	1.62
Total Income	7350.24	6980.98
Operating Profitbefore depreciation, Finance Cost, Exceptional Item and Tax (EBITDA)	1486.37	1382.22
Less: Depreciation & Amortization expenses	108.51	66.27
Less: Finance Cost	123.64	83.75
Profitbefore tax	1254.22	1232.3
Less: Current Tax Expenses	324.16	302.18
Less: Deferred Tax Expenses	-3.85	1.63
Net Profitfor the year	933.91	928.48
Add: Other Comprehensive	0	0
Total Comprehensive Income	0	0
Weighted No. of Shares During Year	83,07,563	78,96,500
Paid up equity share capital	1095.85	46.45
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	11.24	11.76

The Company assumes no responsibility to publicly amend, modify or revise any statement on basis of any development, information and event.

Note: EPS for the previous year is calculated as profit available for distribution divided by Weighted No. of Shares During Year. If its divided by No of shares as on 31st March 2025 then the EPS will be different.

BUSINESS OVERVIEW

The company is an engineering-led company, offering engineering solutions for design, development, fabrication and installation of various plant & machineries along with related equipments like Dry Mix Mortar Plant, Support equipment for Readymix Concrete Plant, High capacity Silos, Artificial Sand Plants (Crusher), Wall Putty Plants, Other Customized Projects etc., catering to industrial requirements of various industries like cement, concrete, crushing, construction and building materials etc. Company also provide complete end-to-end turnkey solutions from conceptualization, development, fabrication, assembling, testing, logistic support, final erection and installation of various plant & machineries along with related equipments at customers site and other incidental and allied activities related therewith along with after sales services which includes repair & maintenance services.

Further, the Company also provide Annual Maintenance Service to our customers to close any possible wear and tear, providing updates and upgrades for plant operational software along with scheduled inspection & maintenance visits. Additionally, Readymix provide Business Consultancy Services which includes innovative design, engineering, technology, and operational challenges. From initial concept to final fabrication and commissioning, our solutions help reduce capital costs, improve efficiency, enhance plant performance, and increase automation. Company also offer online support for equipment installation at customer sites and Recipe Consultancy Services to evaluate ingredient feasibility and optimize recipes. The Company had initiated the activity of Research & Development in the Financial Year 2022-23 and continued the same in the Financial Year 2024-25 as well. The aim was to develop the components of the machines in house in replacement of the ones being bought from outside suppliers. The Management had envisaged that this would substantially add to the Margins of the Company and would also leave them with more scope for customization. Owing to the same, in the span of two years, the Company could develop more than 35 products in house and the same has resulted in substantial savings in its costs. This has substantially impacted the Gross Margins of the Company.

PERFORMANCE REVIEW

Your Company delivered a solid all-round performance during the year under reviewed. In F.Y 2024-25, total revenue including other income stood at Rs. 7350.24 Lakhs against Rs. 6980.98 Lakhs in F.Y 2023-24.

Profit/(loss) before tax is Rs. 1254.22 Lakhs as compared to Profit of Rs. 1232.30 Lakhs for the F.Y 2023-24. The Profit/(loss) after tax stood at Rs. 933.91 Lakhs as compared to Profit of Rs. 928.48 Lakhs for the F.Y 2023-24.

DIVIDEND

The Board of Directors of the company after holistically considering the future financial needs of the company have decided not to declare any dividend for the financial year ended March 31, 2025.

TRANSFER TO RESERVE

The directors do not propose to transfer any amount to the General Reserve. The amounts of net profit are carried to reserve & surplus account of the Company.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its business or object and continue to be in the same line of business as per the main object of the Company.

SHARE CAPITAL

Opening Share Capital (01/04/2024):

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2024 was Rs. 46.45 Lakhs comprising of 464500 equity shares of Rs. 10/- each. i. Bonus Issue: During the year Company has issued and allotted 74,32,000 Equity Shares of face value of Rs. 10/- each in the ratio of 16:1 i.e. Sixteen (16) Bonus Equity Shares for every One (1) Equity Shares held by shareholders, details of which are given below:

Addition During the Year

Date of Allotment	Number of Equity Shares	Face Value (Rs.) 10	Issue Price (Rs.) Nil	Reasons for Allotment	Bene??ts Accrued to our Com- pany	Name of Allotted	No. of Shares Allotted
May 25, 2024	7432000	10	Nil	Bonus Issue in the ratio of 16:1	Capital- ization of Reserves & Surplus	Anand Suresh Watve	2477328
						Atul Jagannath Kulkarni	2477328
						Prashant Balasaheb Kanikdale	2477344
						Total	7432000

ii. Initial Public Offer (IPO): During the year Company has come up with Initial Public Offer of 30,62,000 equity Shares, through fresh issue of shares, details of which are given below:

Type of Issue	Face Value	Issue Price	Issue Size	Eligibility
Fresh Issue	10	123	30,62,000 Equity Shares aggregating to Rs. 3766.26 lakhs	This Issue is being made in terms of regulation 229(2) and253(1) of chapter IX of the SEBI (ICDR) Regulations, 2018 as amended

Closing Share Capital (31/03/2025):

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2025 was Rs. 1095.85 Lakhs comprising of 10958500 equity shares of Rs. 10/- each.

MATERIAL CHANGES & COMMITEMENTS i. Conversion of Company: During the ender review the company has passed resolution in the Extra-Ordinary Meeting dated 21st day of June, 2024, conversion of Company into Public Company, and the name of the be changes from ‘Readymix Construction Machinery Private Limited to ‘Readymix Construction Machinery Limited by of the word "Private" from the name of the company.

ii. Adaption of New Set of MOA & AOA:

During the year under review the company has passed special resolution in the Extra-Ordinary General Meeting dated 24th day of May, 2024 for adaption of new set of Memorandum of Association (MOA) and Article of Association (AOA) of the Company in accordance with for Company Act, 2013. iii. Alteration of Object Clause: During the year under review the company has passed special resolution in the Extra-Ordinary General Meeting dated 24th day of May, 2024 for alteration of Main object of Memorandum of

Association of the Company by inserting new Sub Clause 3, 4 and 5 after Sub Clause III (A) (2) of Memorandum of Association as: 3. To Carry on business in India & Abroad for Design, Manufacturing, Supply, installation, commissioning & Servicing machinery & equipments required for Drymix Mortar, Dry Construction Chemical, Liquid Construction Chemical, Wall Putty Plant, Manufactured Plaster Sand, Manufactured Concrete Sand, Aggregate manufacturing, Single, Double or three stage Crushing Plant & Mineral Grinding complete system, High-capacity storage silo, Material handling systems, Customize Turnkey projects & related peripheral equipment.

4.To Carry on business in India or designated territory for various companies as their Distributor, Dealer, sole representative for Marketing, Sales & Service their products & service.

5.To Carry on business in India for various technical & commercial consultancy related to storage, material handling & processing There were no other material changes in the Company during the period under review.

BOARD OF DIRECTORS

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"), Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Directors of Board is a member of more than ten Committees or Chairman of more than ??ve Committees across all the Public Companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors. None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company.

None of the Directors of the Company is disquali??ed for appointed as Director as speci??ed in Section 164 (2) of the Companies Act, 2013.

During the ??nancial year under review there were changes in the constitution of the Board of Directors of the Company The strength of the Board of Directors on 31 March, 2025 was Six Directors as follows:

DIN	Name of Director	Date of Appointment	Designation
05151936	Mr. Anand Suresh Watve	24/01/2012	Managing Director
05151943	Mr. Atul Jagannath Kulkarni	24/01/2012	Whole-time director
05151954	Mr. Prashant Balasaheb Kanikdale	24/01/2012	Whole-time director
08455451	Mrs. Pinki Kedia	02/08/2024	Independent Director
10252288	Mr. Gaurav Maheshwari	02/08/2024	Independent Director
10708550	Mr. Neeraj Bangur	02/08/2024	Independent Director

During the ??nancial year under review, following changes have occurred in the constitution of the Board of Directors of the Company:

Appointments of Directors:

DIN/PAN	Name of Director	Date of Appointment	Designation
8455451	Mrs. Pinki Kedia	02/08/2024	Independent Director
10252288	Mr. Gaurav Maheshwari	02/08/2024	Independent Director
10708550	Mr. Neeraj Bangur	02/08/2024	Independent Director

Resignation of Directors:

DIN/PAN	Name of Director	Date of Resignation	Designation
	NA

Change in Designation:

DIN	Name of Director	Date of Change in Designation	Designation
05151936	Mr. Anand Suresh Watve	05/08/2024	Managing Director
05151943	Mr. Atul Jagannath Kulkarni	05/08/2024	Whole-time director
05151954	Mr. Prashant Balasaheb Kanikdale	02/08/2024	Whole-time director

MEETING OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the-Directors.

During the ??nancial year under report the Board of Directors of the company have duly met for 11 times, in respect of which meetings, proper notices were given, and the proceedings were properly recorded and signed in the minutes book maintained for purpose.

The meetings of the Board of Directors of the Company were held on:

Date of Meeting	Place of Meeting	Board Strength	Name of Director present at meeting
17/05/2024	Registered Office	3	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
25/05/2024	Registered Office	3	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
18/06/2024	Registered Office	3	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
02/08/2024	Registered Office	3	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
10/08/2024	Registered Office	6	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
			• Mrs. Pinki Kedia
20/08/2024	Registered Office	6	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
			• Mrs. Pinki Kedia
			• Neeraj Bangur
04/09/2024	Registered Office	6	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
			• Mrs. Pinki Kedia
17/09/2024	Registered Office	6	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
			• Gaurav Maheshwari
12/12/2024	Registered Office	6	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
			• Mrs. Pinki Kedia
23/01/2025	Registered Office	6	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
			• Mrs. Pinki Kedia
05/02/2025	Registered Office	6	• Mr. Anand Suresh Watve
			• Mr. Atul Jagannath Kulkarni
			• Mr. Prashant Balasaheb Kanikdale
			• Gaurav Maheshwari

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company Has Three Non-Promoter Non-Executive Independent Directors in line with the act. A separate meeting of Independent Directors was held on 23rd January, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of the Company including assessment of quality, quantity and timeliness of ? ow of information between Company management and Board. The Company has received necessary declaration from each director under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149 (6) of the act.

KEY MANAGERIAL PERSONNEL

Following is the composition of the Key Managerial Personnel of the Company as on 31st March 2025:

PAN	Name of KMP	Date of Appointment	Designation
*****4655C	Mr. Shubhangi Rohit Deo	2/8/2024	Chief Financial Officer
A*V*T*8*0*	CS Pragya Abhay Mishra	2/8/2024	Company Secretary

Based on the disclosures as provided by the directors or the Company in pursuance to the provisions of Section 164 of the Companies Act 2013, none of the Directors of the Company is found to be disquali??ed.

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 the Act.

• 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 member 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 aspect 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.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company con??rms that-

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

(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 as at March 31, 2025 and of the Profitand loss of the Company for that period;

(c) The Directors have taken proper and su? cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a ‘going concern basis;

(e) The Directors had laid down the internal??nancial Control and that internal ??nancial Control are adequate and were 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.

COMMITTEE OF BOARD

As per the provision of the Companies Act, 2013 the Company has constituted following committees of the Board: i.Audit Committee ii.Nomination and Remuneration Committee iii.Stakeholder Relationship Committee iv.Corporate Social Responsibility Committee

AUDIT COMMITTEE:

The Board of Director has constituted Audit Committee as per the provision of Section 177 of the Companies Act, 2013.

The Composition of Audit Committee are as follows:

	AUDIT COMMITTEE
Name	Position	Designation
Mr. Neeraj Bangur	Chairman	Non-Executive- Independent Director
Mr. Gaurav Maheshwari	Member	Non-Executive- Independent Director
Mr. Anand Suresh Watve	Member	Managing Director

The meeting of Audit Committee was held on:

Date of Meeting	Name of Member present in the meeting
20/08/2024	• Mr. Neeraj Bangur
	• Mr. Anand Suresh Watve
04/09/2024	• Mr. Neeraj Bangur
	• Mr. Anand Suresh Watve
	• Mr. Gaurav Maheshwari
30/12/2024	• Mr. Neeraj Bangur
	• Mr. Anand Suresh Watve
	• Mr. Gaurav Maheshwari
23/01/2025	• Mr. Neeraj Bangur
	• Mr. Anand Suresh Watve

NOMINATION & REMUNERATION COMMITTEE

The Board of Director has constituted Nomination & Remuneration Committee as per the provision of Section 178 of the Companies Act, 2013.

The Composition Nomination & Remuneration Committee of are as follows:

	NOMINATION & REMUNERATION COMMITTEE
Name	Position	Designation
1 Mr. Neeraj Bangur	Chairman	Non-Executive- Independent Director
2 Mr. Gaurav Maheshwari	Member	Non-Executive- Independent Director
3 Mrs. Pinki Kedia	Member	Non-Executive- Independent Director

The meeting of Nomination & Remuneration Committee was held on:

Date of Meeting	Name of Member present in the meeting
20/08/2024	• Mr. Neeraj Bangur
	• Mr. Gaurav Maheshwari
23/02/2025	• Mr. Neeraj Bangur
	• Mrs. Pinki Kedia

NOMINATION & REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, bene??ts, perquisites and allowances to its Managing Director and the Executive Directors.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.rcmpl.co.in and is annexed to this report as Annexure A

REMUNERATION TO DIRECTOR

The details of remuneration/sitting fees paid during the ??nancial year 2024-2025 to Executive Directors/ Directors of the Company is provided in Annual Return which available on the website of Company www.rcmpl.co.in.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Director has constituted Stakeholder Relationship Committee as per the provision of Section 178 of the Companies Act, 2013.

The Composition of Stakeholder Relationship Committee are as follows:

	STAKEHOLDER RELATIONSHIP COMMITTEE
Name	Position	Designation
1 Mr. Neeraj Bangur	Chairman	Non-Executive- Independent Director
2 Mr. Gaurav Maheshwari	Member	Non-Executive- Independent Director
3 Mrs. Pinki Kedia	Member	Non-Executive- Independent Director

The meeting of Stakeholder Relationship Committee was held on:

Date of Meeting	Name of Member present in the meeting
20/08/2024	• Mr. Neeraj Bangur
	• Mr. Gaurav Maheshwari
23/01/2025	• Mr. Neeraj Bangur
	• Mrs. Pinki Kedia

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Board of Director has constituted Corporate Social Responsibility Committee as per the provision of Section 135 of the Companies Act, 2013.

The Composition Corporate Social Responsibility Committee of are as follows:

	CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Name	Position	Designation
1 Mr. Anand Suresh Watve	Chairman	Managing Director
2 Mr. Prashant Balasaheb Kanikdale	Member	Whole-Time Director
3 Mr. Neeraj Bangur	Member	Non-Executive- Independent Director

The meeting of Corporate Social Responsibility Committee was held on:

Date of Meeting	Name of Member present in the meeting
20/08/2024	• Mr. Anand Suresh Watve
	• Mr. Prashant Balasaheb Kanikdale
	• Mr. Neeraj Bangur
24/01/2025	• Mr. Anand Suresh Watve
	• Mr. Prashant Balasaheb Kanikdale

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is not applicable to your Company.

WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower cum Vigil Mechanism Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Under the policy, the Directors and Employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company.

The Vigil Mechanism of your Company provides for adequate safeguards against victimization of Whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company www.rcmpl.co.in. During the year under review, the Company has not received any complaints under the Whistle Blower cum Vigil Mechanism Policy.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND CODE OF PRACTICES AND PROCEDURE FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE

INFORMATION

Your Company has adopted a Code of Conduct for Prohibition of Insider Trading ("PIT Code") in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"). The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI Code") in compliance with the SEBI PIT Regulations. The PIT Code and UPSI Code is applicable to all directors, employees, designated persons, connected persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The aforesaid Codes are uploaded on the Companys website www. rcmpl.co.in. In addition to the above, the company also maintains a Structured Digital Database in terms of Regulation 3(5) of the SEBI PIT Regulations containing the nature of UPSI and the name of persons sharing the information, names of persons with whom information is shared along with the Permanent Account Number (PAN).

BOARD POLICIES

The SEBI Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has, from time to time, framed and approved policies as required under the SEBI Listing Regulations as well as under the Act.

Accordingly, the Board has also adopted below mentioned policies: a. Code of Conduct for Independent Directors b. Code of Conduct for Board of Directors and Senior Management of the Company c. Risk Management Policy d. Nomination and Remuneration Policy e. Related Party Transaction Policy f. Whistle Blower - cum- Vigil Mechanism Policy g. Policy on Determination of Materiality h. Insider Trading Policy i. Code of Practices and Procedure for Fair Disclosure of Undisclosed Price Sensitive Information j. Prevention of Sexual Harassment of Women at Workplace Policy k. Familiarization Programme for Independent Directors l. Policy on Preservation of Documents m. Criteria for making payment to Non- Executive Directors n. Policy for Determining Material Subsidiary o. Corporate Social Responsibility Policy (CSR). All above named policies and codes are available on our Company website as mentioned below www.rcmpl.co.in.

DEPOSITS

In terms of the provisions of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules. 2014, the Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding as on 31st March, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not provided any loans, Corporate Guarantee or made any investment which is covered under the provisions of Section 186 of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return , of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the

Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the web-link: https://www.rcmpl.co.in/annual-returns/.

RELATED PARTY TRANSACTIONS

During the ??nancial year under review the Company has entered into the contract or arrangements Pursuance of the provisions of section 188(1) of the Companies Act 2013, the particulars of such transactions in prescribed Form No. AOC-2, has been annexed herewith as "Annexure B".

DIRECTORS REMUNERATION

The details of remuneration/sitting fees paid during the ??nancial year 2024-25 to Executive Directors/Directors of the Company is provided in Annual Return which is available on the website of Company www.rcmpl.co.in.

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

As required under section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earing and Outgo is as follows:

A. CONSERVATION OF ENERGY/RESOURCES

The Company remains committed in its pursuit of enhancing energy conservation across all operations. We prioritize strict adherence to statutory requirements while proactively implementing sustainable initiatives to foster a better environment. These efforts underscore our commitment to responsible corporate and our dedication to minimizing environmental impact through continuous improvement in energy e? ciency and conservation practices.

I. Steps taken or impact on conservation of energy:

Various measures have been undertaken to ciencyincluding; improve energy? i. Company has Installed Generator at corporate Office for in-house renewable energy generation. ii. All new installations and replacements at our units utilize energy-e? cient LED lights, contributing to signi??cant energy savings. iii. Measures to minimize compressed air losses, including leakage control and installation of e? cient compressed air dryers. iv. A Capacitor Panel with Harmonic Filters has been installed at the load side to enhance power factor and reduce energy losses.

II. Steps taken by the Company for utilizing alternate sources of energy:

The Company has made substantial investments in alternative energy sources, notably Installation of Power Generator at Corporate Office offering a cost effective and sustainable energy solution.

III. Capital investment on energy conservation equipments:

The Company continues to invest in energy conservation equipment and practices, including the use of secondary sources like gensets to minimize daily electricity consumption. Our facilities leverage natural resources such as ample sunlight and natural air circulation to optimize energy e? ciency in machining operations. Strict monitoring of electricity usage ensures responsible and e? cient energy utilization across all processes

Water Management:

The Company is dedicated to rainwater conservation, implementing a system that collects rainwater from rooftops and channels it into an underground water tank with a capacity of approximately 10,000 liters. This initiative not only reduces reliance on municipal water but also supports sustainable water management practices, contributing to the preservation of natural resources

Waste Management:

The Company promotes responsible waste management practices by emphasizing reuse, recycling, and appropriate disposal methods. Our initiatives aim to minimize waste generation and maximize material reuse or recycling wherever feasible. By adopting these measures, we actively reduce our environmental footprint and promote a cleaner, healthier planet.

Health, Safety and Environment:

The Company has established an internal committee dedicated to ensuring comprehensive health, safety, and environmental standards within our operations. Our commitment is to maintain a secure and healthy workplace for employees and contractors alike, with rigorous adherence to environmental regulations.

We are pleased to report zero accidents or fatalities on our premises during the past year, underscoring our commitment to safety, operational excellence, and sustainable practices.

B. TECHNOLOGY ABSORPTION

The Company is dedicated to fostering a culture of innovation driven by technology and places a strong emphasis on cultivating this mindset throughout the organization. We are equipped with highly precise equipment for both production and quality management. Our commitment to delivering excellence is supported by a dedicated quality team that brings enthusiasm and tireless dedication to ensuring the highest standards of quality and service. This team works along with state-of-the-art quality equipment essential for our Machine Shop operations.

In case of Imported technology (imported during the last 3 years reckoned from the beginning of the ??nancial year): NIL

C. FOREIGN EXCHANGE EARNING & OUTGO:

PARTICULAR	FY 2024-25	FY 2023-24
Foreign Exchange Earning	0	0
Foreign Exchange Outgo	20.24	61.3

RISK MANAGEMENT POLICY

In todays economic environment, Risk Management is a very important part of business. The Company is Exposed to inherent uncertainties owing to the sectors in-which it operates. A key factor in determining a companys capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focuses on ensuring that these risks are identi??ed on a timely basis and addressed.

Pursuant to Section 134(3)(n) of the Companies Act, 2013, a Risk Management Policy has been framed by the Board in terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy and the Board reviews the same periodically. Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

Our senior management teams review the risks faced by the Company and monitor the development and deployment of risk mitigation action plans and the status is updated to the members of the Audit Committee and the Board of Directors on regular basis.

This Policy seeks to minimize the adverse impact of these risks, thus enabling the Company to control market opportunities effectively and enhance its long-term competitive advantage. Several risks can impact the achievement of a particular business objective. Similarly, a single risk can also impact the achievement of several business objectives.

The focus of risk management is to assess risks and deploy mitigation measures. This is done through periodic review of the risk and strategy of the Board.

The Process of Risk Management include following steps:

1) Risk Identi??cation and Impact Assessment 2) Risk Evaluation 3) Risk Reporting and Disclosures 4) Risk Mitigating and Monitoring

INTERNAL FINANCIAL CONTROL

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal??nancial controls.

Your Company has also put in place adequate internal ??nancial controls with reference to the??nancial statements commensurate with the size and nature of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over ??nancial reporting was observed.

DISCLOSURE OF REMUNERATION

Disclosures pertaining to remuneration and other details 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, as amended, containing, inter alia, the ratio of remuneration of each Director to the median of the employees remuneration and percentage increase/decrease in the remuneration of each Director and Key Managerial Person are annexed to this Board Report as Annexure ‘C. Name of the top 10 employees in term of remuneration drawn in the ??nancialsyear 2024- 25:

A statement of Top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report

"Annexure D".

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the Provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In. terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report. to examine and audit the

AUDITORS STATUTORY AUDITOR

M/s BSMART & Associates LLP, Chartered Accountants (FRN: 121181W/W100011), were appointed as the Statutory Auditors of the Company for a tenure of 05 (Five) years, to hold Office from the conclusion of Eighth (08th) AGM held in Financials Year 2020-21 until the conclusion of the ensuing this Thirteenth (13th) AGM of the Company. BSMARTs tenure of 05 (Five) years as Statutory Auditors concludes at this ensuing AGM.

M/s BSMART & Associates LLP, has audited the books of accounts of the Company for the ??nancial year ended March 31, 2025 and has issued the Auditors Report thereto. The Notes on ??nancial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors report does not contain any quali??cations, remarks or disclaimers, which would be required to be dealt with in the Boards Report.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s. BSMART & Associates LLP, Chartered Accountants (FRN: 121181W/ W100011), as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a term of 05 (Five) years to hold Office from the conclusion of the ensuing AGM till the conclusion of Eighteenth (18th) AGM of the Company to be held in the year 2030, subject to approval by the Members at the ensuing AGM. The Company has received con??rmation from M/s. BSMART & Associates LLP. (Chartered Accountants) to the effect that their reappointment, if made, will be in accordance with the limits speci??ed under the Act and the ??rm satis??es the criteria speci??ed in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Board recommends to seek consent of its Members at the ensuing AGM on appointment of M/s. BSMART & Associates LLP. (Chartered Accountants) as Statutory Auditors for tenure of 5 (?? accounts of the Company during the above-mentioned period.

INTERNAL AUDITOR

Section 138 of the Company Act, 2013 was not applicable to company for the Financial Year 2024-25, However as per section 138 of the Companies Act, 2013, the Company has appointed, internal auditors for conducting the internal audit for ??nancial year 2025-26.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2019 your Company has appointed CS Kishor Toshniwal, practicing Company Secretaries, Pune (CP No. 12564, M No. 26829) to conduct the Secretarial Audit of the Company for the??nancial year 2024-25. The Secretarial Audit Report is annexed herewith as "Annexure E" to this Report. The Secretarial Auditors report does not contain any quali??cations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards Report.

COST AUDITOR

During the period under review, the provisions relating to the Cost Auditor appointment was not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors of the Company have not reported any fraud as speci??ed under Section 143(12) of the Companies Act, 2013. During the Financial Year, company has not received any cases regarding Fraud reporting required under Companies Amendment Act, 2015.

CREDIT RATING

During the year under review the Company has not obtained Credit rating from any SEBI Registered Credit Rating agency.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and 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 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, color, marital status and sex. The company has constituted an Internal

Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of sexual harassment during the ??nancial year 2024-25.

GOING CONCERN STATUS

There is no signi??cant during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operation.

THE STATE OF THE COMPANY AFFAIRS

The Directors of the Company are of the opinion that the future of the Company is promising, primarily because of the projections of the business of the company and developments take place in the segment in which Company operates.

The Directors of the Company are continuously looking for avenues for further growth of the Company and are evaluating various areas where it can fetch good return for the Company in the years to come.

Further, during the year under review there is no changes in nature of business of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year under review are set out in "Annexure F" of this report in the format prescribed under the Companies (CSR Policy) Rules, 2014. The CSR policy is available on the website of your Company www.rcmpl. co.in.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES

During the year under review the Company does not have Subsidiary, Joint Venture or Associate Companies as per the provision of Companies Act, 2013.

MAINTENANCE OF COST RECORDS

The Provision of section 148 of the Companies Act, 2013 with respect to the maintenance of cost records and Cost Audit are not applicable to the Company during the Financial Year 2024-25.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

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

The Board of Director con??rms that the secretarial standard, as applicable to the Company have been complied with.

MATERIAL ORDER BY TRIBUNAL OR OTHER REGULATORY BODY

There is no signi??cant during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operation.

COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

As the company is Listed on NSE EMERGE Platform i.e NSE SME Exchange, corporate governance requirement as mentioned under SEBI (LODR), Regulation are not applicable to the company. Still with effect from the date of Listing, the Company is adhering to the good corporate governance practices.

COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961.

Your Company remains fully compliant with the provisions of the Maternity Bene??t Act, 1961. During the review period, no employee ??led claims under the Act. However, the Company continues to uphold robust policies and systems to support eligible women employees, ensuring the continued provision

E-VOTING/BALLOT VOTING

In terms of requirements of the Companies Act, 2013 and the relevant rules made there under, the Company has provided ‘remote e-voting (e-voting from a place other than venue of the AGM) facility through National Securities Depository Limited for all members of the Company to enable them to cast their votes electronically, on the resolutions mentioned in the notice of the 13th Annual General Meeting of the Company.

GREEN INITIATIVE

In compliance with the Ministry of Corporate Affairs (MCA) Circulars and SEBI Circular dated May 12, 2020, the Annual Report 2024-25, the Notice of the 13th Annual General Meeting, and instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company / depository participant(s). We urge members to support our commitment to environmental protection byormaterialorder passed choosing to receive the Companys communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to contact their respective DP and register their email addresses with their respective depository participants, as per the process advised by their respective DP.

GENERAL DISCLOSURES

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

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the bene??t of employees.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• No signi??cant passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company.

• The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.

GENERAL SHAREHOLDERS INFORMATION

Date and Time of Annual General Meeting	30th September, 2025 at 10:00 AM
Venue of Annual General Meeting	MCCIA
Financial Year	01st April, 2024 to 31st March 2025
Dividend payment date	NA
Name and Address of Stock Exchange	NSE Limited, Exchange Plaza, Plot No. C-1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051.
Con??rmation of Payment of Annual Listing Fees	We hereby con??rmed that the payment of Annual Listing Fees has been paid.
Name of RTA	Bigshare Services Private Limited
Plant Locations	Plant I: Plot No. A-44/1/A-52 & A-53, Rajmata Jijau
	Mahila Industrial Pre. Co-op Soc. Ltd, Chakan Industrial
	Area (MIDC), Vasuli, Chakan Phase-II, Pune-410501, Maharashtra, India
	Plant II: Gat No. 1541 & 1542, Sonawanewasti
Chikhali,	Taluka: Haveli, Dist: Pune: 411062.
Address for correspondence.	Office No. 401, 3rd and 4th Floor, Plot No 209, S.NO.96/2B,
	Right Bhusari Colony, Paud Road, Kothrud, Pune, Pune City,
	Maharashtra, India, 411038
Share Transfer System	Effective from April 01, 2019, SEBI has mandated that shares can be transferred only in Demat. Hence no transfer of shares in physical form can be lodged by the shareholders. No Physical Shareholders exists in the Company

ACKNOWLEDGEMENT

• The Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives.

CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward-looking remarks within the meaning of applicable provisions of the Companies Act, 2013 and rules made there under. Many factors could cause the actual results, performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements. This Report should be read in conjunction with the ??nancial statements included herein and the notes thereto.

BY THE ORDER OF BOARD OF DIRECTORS
FOR READYMIX CONSTRUCTION MACHINERY LIMITED
Anand Suresh Watve	Atul Jagannath Kulkarni	Date: 04 September, 2025
Managing Director	Whole-Time Director	Place: Pune
DIN: 05151936	DIN: 05151943