Resourceful Automobile Ltd Directors Report

To

The Members of

Resourceful Automobile Limited

Your Directors are pleased to present their 7^th (Seventh) Report of the Company together with the audited financial statements for the Financial Year ended on March 31, 2024.

The performance highlights and summarized financial results of the Company are given below:

1. FINANCIAL HIGHLIGHTS

Particulars	Year Ended	Year Ended
	31.03.2024	31.03.2023
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue From Operations	1,932.19	1883.91
Other Income	3.78	54.34
Total Income	1,935.97	1938.25
Less: Total Expenses	1,675.53	1878.00
Profit Before Tax & Extraordinary Item	260.44	60.25
Less: Extraordinary Item	-	-
Profit Before Tax	260.44	60.25
Less: Current Tax	64.79	19.17
Less: Deferred tax Liability (Asset)	-	-
Profit after Tax	195.65	41.07
Earnings per Share (Basic) in Rs.	11.99	0.42
Earnings per Share (Diluted) in Rs.	11.99	0.42

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

Our Company was originally incorporated as Private Limited, under the Companies Act, 2013 in the name of "Resourceful Automobile Private Limited" on February 21st, 2018,

Later on, company was converted into public limited company, the name of the Company has changed to "Resourceful Automobile Limited" dated October 25th, 2023.

Our Promoters, Mr. Rahul Sawhney, Mrs. Bindu Sawhney and Mrs. Megha Chawla laid down the foundation of our company in the year 2018 as a Private Limited in the name of "M/s Resourceful Automobile Private Limited" with a vision to establish itself as a one of the most trusted and reliable company in delivering premium bikes. As our company is engaged in the business of dealership and sales of bikes and other related services etc.

Our Company is actively involved in the dealership of two-wheeler bike of Yamaha, operating under the showroom name "Sawhney Automobile". Specializing in the sales and servicing of motorcycles and scooters, with quality products and exceptional customer service, making it a trusted destination for motorcycle enthusiasts.

The mission of the company is to offer a diverse range of high-quality motorcycles, exceptional service, and fostering a community that celebrates the spirit of freedom and exploration on two wheels. The company is committed to innovation, integrity, and customer satisfaction, and it strive to be the premier destination for every riders journey.

The vision of the company is to set industry standards, cultivate a vibrant rider community, and leave a legacy of excellence that resonates with the spirit of the open road.

During the aforesaid period, the revenues from operations stood at Rs 1,935.97/- Lakhs. Further, the Company had incurred total expenses of Rs. 1,675.53/- Lakhs.

The Board of Directors of your Company is optimistic about the future prospects of the Company. Your directors are of the view that the Company will have a progressive growth in the subsequent financial years and are hopeful for the bright future prospects.

3. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2023-24.

4. TRANSFER TO GENERAL RESERVE

The Directors transfer Rs.195.65 Rs. in Lakhs to the Reserves. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

5. CHANGE IN NATURE OF BUSINESS:

The Company during the year under review has not changed its business or objects and continues to be in the same line of business as per the main objects of the Company.

6. SHARE CAPITAL:

During the year under review the Company has made changes in the share capital and the details of the same are as mentioned below:

A. Issued, Subscribed & Paid-Up Capital

i. The Company has issued and allotted 6,58,345 Equity Shares of Face Value of 10/- per share by way of Bonus Issue on 27^th December, 2023.

7. DETAILS OF INITIAL PUBLIC OFFER (IPO):

The Company made its public offer of equity shares by way of fresh issue of equity shares in accordance with Chapter IX of The SEBI (ICDR) Regulations, 2018 as amended, wherein 10,24,800 Equity Shares were offered through the Initial Public Offer. The public offer was opened on Thursday 22nd August, 2024 and closed on Monday 26th August, 2024 for all applicants. The 10,24,800 Equity Shares of face value of 10/- each at a price of 117/- per equity share including a share premium of 107/- per equity share. The shares were allotted on 27th August, 2024 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. BSE Limited. The Equity shares of the Company were listed on BSE Limited under SME segment with effect from 29th August, 2024. The

Companys IPO has received an overwhelming response and got oversubscribed by more than 400 times. Anal Report 2022-23

8. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S):

Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (‘Listing Regulations / ‘LODR), we hereby inform you that our companys equity shares were listed on the BSE SME Platform on 29th August,

2024. In compliance with the above regulation, we will be providing the details of any deviation or variation in the utilization of proceeds as outlined in the objects stated in the Prospectus for the Initial Public Offering (IPO) in due course of time.

9. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the reporting period, the Company does not have any Subsidiary, Joint Ventures or Associate Companies:

10. DEMATERIALIZATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No INE0SK201011 has been allotted for the company. Therefore, the investors may keep their shareholding in the electronic mode with their depository Participant 100% of the Companys paid-up Share Capital is in dematerialized form as on 31^st March, 2024

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on 31^st March, 2024:

DIN No./ PAN	Name of the Director/KMP	Designation	Date of Appointme nt	Date of Resignation
07635427	Mr. Rahul Sawhney	Managing Director	21/02/2018	-
08060807	Mrs. Bindu Sawhney	Non-Executive	21/02/2018	-
		Director
09473673	Mrs. Megha Chawla	Executive Director	25/01/2022	-
10438187	Mrs. Manju Verma	Independent Director	26/12/2023	-
10438389	Mr. Dinesh Dilip	Independent Director	26/12/2023	-
	Durgani
-	Mr. Ghanshyam	Chief Financial	25/11/2023	-
	Ramkumar	Officer (CFO)
	Chourasia
-	Ms. Drishti Jaiswal	Company Secretary and Compliance Officer	18/03/2024	01/10/2024

Changes in the Board Composition:

? Mr. Rahul Sawhney was Re-Designated as Chairman and Managing Director w.e.f. 01st December, 2023.

? Mr. Dinesh Dilip Durgani (DIN: 10438389) was appointed as the Director of the Company in the category of Independent Director w.e.f. 26^th December, 2023.

? Mrs. Manju Verma (DIN: 10438187) was appointed as the Director of the Company in the category of Independent Director w.e.f. 26^th December, 2023.

? Mr. Ghanshyam Ramkumar Chourasia was appointed as Chief Financial Officer w.e.f. 25th November, 2023.

? Ms. Neha Rani was appointed as Company Secretary and Compliance Officer w.e.f. 18th December, 2023 and ceased to be Company Secretary and Compliance Officer w.e.f. 16th March, 2024.

? Ms. Drishti Jaiswal was appointed as Company Secretary and Compliance Officer w.e.f. 18th March, 2024 and ceased to be Company Secretary and Compliance Officer w.e.f. 01st October, 2024.

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 the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under Section 165 of the Companies Act, 2013.

Retirement by Rotation:

Mrs. Bindu Sawhney (DIN: 08060807), Executive Director of the Company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The detailed profile of Mrs. Bindu Sawhney has been included in the Notice convening the ensuing AGM.

The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company.

Key Managerial Personnel (KMP)

Name of the KMP	Designation	Date of Resignation
1. Mr. Rahul Sawhney	Managing Director	-
2. Mr. Ghanshyam Ramkumar	Chief Financial Officer	-
Chourasia	(CFO)
3. Ms. Drishti Jaiswal	Company Secretary and	01.10. 2024
	Compliance Officer

Independent Directors

Name of the KMP	Date of Appointment	Date of Resignation
1. Mrs. Manju Verma	Independent Director	-
2. Mr. Dinesh Dilip Durgani	Independent Director	-

12. BOARD MEETINGS DURING THE YEAR

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company duly met 16 (Sixteen) times and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

The dates of the Board Meeting held during the year review is as mentioned hereunder:

20^th April,2023; 16^th June,2023; 27^th July,2023; 05^th August,2023; 01^st September,2023; 03^rd October,2023; 25^th November,2023; 01^st December,2023; 06^th December,2023; 18^th December,2023; 26^th December,2023; 27^th December,2023; 27^th December,2023; 29^th December,2023; 02^nd February,2024; 18^th March,2024.

The details of attendance of each director at the Board meetings are as given below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Rahul sawhney	21/02/2018	-	16	16
Megha chawla	25/01/2022	-	16	16
Bindu sawhney	21/02/2018	-	16	16
Dinesh dilip durgani	26/12/2023	-	5	5
Manju verma	26/12/2023	-	5	5

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Act.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2024 the applicable Indian Accounting Standards have been followed and there are no material departures from the same;

ii) The selected accounting policies were applied consistently and the Directors 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, 2024 and of the profit of the Company for that period.

iii) Proper and sufficient care has been taken 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;

iv) The annual accounts have been prepared on a going concern basis.

v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were operating effectively.

vi) Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.

14. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies Act, 2013, the Annual Return, as on March 31, 2024 under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at www.sawhneyauto.com.

15. CORPORATE GOVERNANCE REPORT:

Our Company, Resourceful Automobile Limited has listed its specified securities on SME Platform of BSE Limited which falls under the ambit of exemption provided to SME listed companies, therefore the compliance with the Corporate Governance provision specified in the applicable Regulation shall not be applicable to the Company.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2023-24 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure - I.

17. SEPARATE MEETING OF INDEPENDENT DIRETORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Friday, 02^nd February, 2024 at Corporate office of the Company (cum video conferencing) at K-24, Upper Ground, KH No. 107/10 Main Road, Raja Puri, New Delhi, Delhi-110059 to evaluate their performance.

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

During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.

19. INDEPENDENT DIRECTORS DECLARATION

The Company has received the Declaration of Independence from its Independent Directors i.e. Dinesh Dilip Durgani (DIN: 10438389) and Manju Verma (DIN: 10438187) confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified from continuing their appointment as Independent Director.

During the year under review the non-executive directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof.

20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE

COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at www.sawhneyauto.com.

The Objective of the Policy is to ensure that

? The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully. ? Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and ? Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a ‘Whistle Blower Policy for the Directors and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the

Companys Code of Conduct and provides safeguard against victimization of director or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on the website of the Company at www.sawhneyauto.com.

During the year under review, no complaints have been received by the Company from any whistle blower.

22. PERFORMANCE EVALUATION:

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

Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

24. AUDITOR AND AUDITORS REPORT:

Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013, M/s. N Y S & Company (Formerly S G N A & Company), Chartered Accountant (Firm Registration No. 017007N) appointed as the statutory auditor from 30th September, 2023 to hold the office till the Annual General Meeting to be held in financial Year 2028.

Secretarial Auditors

The Provision is not applicable to the company for the reporting financial year

Internal Auditor

The Provision is not applicable to the company for the reporting financial year.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR

ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or Secretarial Auditors in their report.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION

186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review; (As per the Notes to Financial Statement)

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES

None of the transactions with any of related parties were in conflict with the (AS Companys interest. Suitable disclosures as required by the Accounting Standard 18) issued by The Institute of Chartered Accountants of India (The ICAI) have been made in the notes to the Financial Statements.

All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies

Act, 2013 has been in compliance. Further the board of the company has given its approval to transaction with the related parties.

Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are provided under Annexure-II under the board report.

Related Party Transactions Policy can be accessed at www.sawhneyauto.com.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the Reporting Period there were certain material events occurred as Company made its public offer of equity shares by way of fresh issue of equity shares in accordance with Chapter IX of The SEBI (ICDR) Regulations, 2018 as amended, wherein 10,24,800 Equity Shares were offered through the Initial Public Offer. The 10,24,800 Equity Shares of face value of 10/- each at a price of 117/- per equity share including a share premium of 107/- per equity share. The shares were allotted on 27th August, 2024 to the respective successful applicants and equity shares of the Company were listed on BSE Limited under SME segment with effect from 29th August, 2024.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNING AND OUTGO

The Company does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

30. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF

RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

31. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more. The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 31, 2024. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.

32. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES

AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Investment Committee and the Risk Management Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters: Relevant expertise; Attendance of Directors in various meetings of the Board and its Committees; Effective participation in decision making process; Objectivity and independence;

Level of awareness and understanding of the Companys business;

Professional conduct of the directors in various meetings of the Board and its committees; Compliance with the Code of Conduct of the Company; Ability to act in the best interest of the Company.

33. INTERNAL FINANCIAL CONTROLS

The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:

(i) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. (ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information. (iii) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted. (iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any. (v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

34. COMMITTEES OF BOARD

A) AUDIT COMMITTEE

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on 26th December, 2023, constituted Audit Committee.

The Audit Committee of the Board as on 31-03-2024 consist of three (3) Directors of the company i.e. Mrs. Manju Verma, Chairperson of Audit Committee, Mr. Dinesh Dilip Durgani and Mr. Rahul Sawhney, Directors of the Company as members of the Committee. Out of these Mrs. Manju Verma and Mr. Dinesh Dilip Durgani, are Non-Executive Independent Directors, whereas Mr. Rahul Sawhney, is Managing Director. The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company; ii. To review and monitor the auditors independence and performance, and effectiveness of audit process; iii. To examine the financial statement and the auditors report thereon; iv. To approve or any subsequent modification of transactions of the company with related parties; v. To conduct scrutiny of inter-corporate loans and investments; vi. To evaluate undertakings or assets of the company, wherever it is necessary; vii. To evaluate internal financial controls and risk management systems; viii. To monitor the end use of funds raised through public offers and related matters. ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company. x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NUMBER OF MEETINGS HELD AND ATTENDANCE OF AUDIT COMMITTEE DURING THE YEAR FROM

01 ^ST APRIL, 2023 TO 31^ST MARCH, 2024

During the financial year 2023-2024 Four (4) Meetings of Audit Committee were held and attendance of Members at these meetings were as under: -

Date	Manju Verma	Dinesh Dilip Durgani	Rahul Sawhney
26.12.2023	Present	Present	Present
28.12.2023	Present	Present	Present
29.12.2023	Present	Present	Present
02.02.2024	Present	Present	Present

35. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Board was formed in compliance with provisions of Section 178 of Companies Act, 2013 and Rule 6 and 7 of Companies

(Meetings of Board and its Powers) Rules, 2014 thereof in its Meeting held on 26th December, 2023, constituted Nomination and Remuneration Committee.

The Nomination & Remuneration Committee of the Company as on 31-03-2024 consist of three (3) Directors of the company i.e. Mrs. Manju Verma, Chairperson of the committee, Mr. Dinesh Dipil Durgani and Mrs. Bindu Sawhney, Directors of the Company as its members. The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

9. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

10. To ensure that

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NO. OF MEETINGS HELD AND ATTENDANCE OF NOMINATION & REMUNERATION COMMITTEE DURING THE YEAR 1st APRIL, 2023 TO 31st MARCH, 2024

During the financial year 2023-2024 One (1) meeting of Nomination & Remuneration Committee were held and attendance of Members at this meeting were as under :-

Date	Manju Verma	Dinesh Dipil Durgani	Bindu Sawhney
18.03.2024	Present	Present	Present

36. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on 26th December, 2023, constituted Stakeholders Relationship Committee.

The Stakeholders Relationship Committee as on 31/03/2024 consist of three (3) Directors of the company, i.e. Mr. Dinesh Dilip Durgani, Chairperson of Committee, Mrs. Manju

Verma and Mrs. Bindu Sawhney Members of the Committee. Mr. Dinesh Dilip Durgani and Mrs. Bindu Sawhney are non-executive Independent Directors of the Company, whereas Mrs. Bindu Sawhney is the Non- Executive Director of the Company. The

Committee has been authorized to review all matters connected with companys securities and redressal of shareholders/investors/securities holders complaints.

Date	Dinesh Dilip Durgani	Manju Verma	Bindu Sawhney
18.03.2024	Present	Present	Present

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES

During the year under review, the company had less than ten employees. Hence the company is not required to constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013. Further no complaint has been received by the company during the year under the said Act.

38. POLICY FOR PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 9, 2023 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and

Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is available on the website of the Company www.sawhneyauto.com.

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company www.sawhneyauto.com.

39. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under: Earnings Nil Outgo- Nil

40. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF

COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

PARTICULARS	REMARKS
1. The ratio of the remuneration of each	During the financial year under
Director to the median remuneration of the employees of the Company for the financial year.	review, no remuneration were paid to any Director and Key managerial Personnels of the
2 The percentage increase in remuneration of each Director, Chief	Company for the financial year 2023 2024.
Financial Officer, Chief Executive
Officer, Company Secretary or
Manager, if any, in the financial year.
3 The percentage increase in the median remuneration of employees in the financial year.
4 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
5 Affirmation that the remuneration is as per the remuneration policy of the Company
6 The number of Permanent employees on the Pay Rolls of the Company	08

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Nil

41. DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT

TO SECTION 148(1) OF THE COMPANIES ACT, 2013

The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2023-24. Hence the clause is not applicable to the Company.

42. COMPLIANCE WITH SECRETERIAL STANDARDS

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.

43. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE

Name of	Designation	Relation
Director Mr. Rahul Sawhney	Chairman and Managing Director	Mr. Rahul Sawhney is the Son of Mrs. Bindu Sawhney and Husband of Mrs. Megha Chawla.
Mrs. Megha Chawla	Executive Director	Mrs. Megha Chawla is the Wife of Mr. Rahul Sawhney and Daughter In-Law of Mrs. Bindu Sawhney.
Mrs. Bindu Sawhney	Non-Executive Director	Mrs. Bindu Sawhney is the Mother of Mr. Rahul Sawhney and Mother In-Law of Mrs. Megha Chawla.

44. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER

THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

45. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

46. STATEMENT ON OTHER COMPLIANCES

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

a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c. Issue of shares (including sweat equity shares) to employees of the Company.

47. WEBSITE OF THE COMPANY:

Company maintains a website www.sawhneyauto.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Companys valued clients for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

		By order of the Board of Directors
	For Resourceful Automobile Limited
Place: Delhi
Dated: 14.11.2024	Sd/-	Sd/-
	Megha Chawla	Rahul Sawhney
		Managing Director
	Director
	DIN: 09473673	DIN: 07635427