Responsive Industries Ltd Directors Report

TO THE MEMBERS OF RESPONSIVE INDUSTRIES LIMITED

1. Your Directors are pleased to present the 43^rd Annual Report on the business and operations of the Company for the year ended March 31, 2025.

2. FINANCIAL HIGHLIGHTS

Highlights for the financial year are as under:

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	55573.89	65494.71	141791.19	108697.31
Other Income	839.95	1680.32	841.27	1842.59
Profit before Depreciation, Finance Costs,	11713.54	10865.92	30342.13	26124.62
Exceptional Items and Tax Expense
Less: Depreciation/Amortisation /Impairment	5171.40	4594.55	6968.41	6623.35
Profit before Finance Costs, Exceptional items and Tax Expense	6542.14	6271.37	23373.72	19501.27
Less: Finance Cost	2278.38	2025.24	2395.92	2291.73
Profit before Exceptional items and Tax Expense	4263.76	4246.12	20977.80	17209.54
Profit before Tax	4263.76	4246.12	20977.80	17209.54
Less: Tax Expense (Current and Deferred)	1091.58	1082.91	1091.63	1082.91
Profit after Tax for the year	3172.18	3163.22	19886.17	16126.64
Other Comprehensive Income	4.81	1.18	1215.03	609.45
Total Comprehensive Income	3176.99	3164.40	21101.20	16736.09
Earnings Per Share (EPS) of Re.1/- each	1.19	1.19	7.46	6.05

3. PERFORMANCE OF THE COMPANY AND INDUSTRY OVERVIEW

Standalone:

The sales turnover for FY 2024-25 stood at Rs.55573.89 lakhs as against a total sales turnover of Rs.65494.71 lakhs in the previous year. The Company made a Profit before tax of Rs.4263.76 lakhs for the year 2024-25 as compared to Rs.4246.12 lakhs in the previous year. The Profit after tax was at Rs.3172.18 lakhs as compared to Rs.3163.22 lakhs in the previous year.

Consolidated:

The sales turnover for FY 2024-25 stood at Rs.141791.19 lakhs as against a total sales turnover of Rs.108697.31 lakhs in the previous year. The Company made a Profit before tax of Rs.20977.80 lakhs for the year 2024-25 as compared to Rs.17209.54 lakhs in the previous year. The Profit after tax was at Rs.19886.17 lakhs as compared to Rs.16126.64 lakhs in the previous year.

4. NATURE OF BUSINESS

The Company continues to be engaged in the activities pertaining manufacturing of polyvinyl chloride (PVC) based products. The Company produces and supplies a range of products, including vinyl flooring, synthetic leather/ ropes and luxury vinyl tile (LVT-SPC, waterproofing membranes (PVC covers) having 30+ product categories.

The Company also offers synthetic leather in various colors and series; and luxury vinyl tile in the various collections such as Tranquil, Resonate, Inspire, Natural Wood, Opulence and Carpet Touch. The Companys products find application across multiple industries including hospitality, transportation, healthcare, IT and telecom, retail, sports infrastructure, education and real estate.

There has been no change in the nature of business of the Company during the period under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Managements Discussion and Analysis Report pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI LODR Regulations") for the year under review is provided in a separate section forming part of the Annual Report as Annexure 1.

6. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a code of self-discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows the Corporate Governance practices in letter and spirit and reports to the shareholders the progress made on the various measures undertaken by the Company from time to time.

A Report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance in terms of Regulation 34(3) and Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the "SEBI LODR Regulations") forms part of this Annual Report as Annexure 2.

7. DIVIDEND

Your Directors are pleased to recommend for approval of the Members a Final Dividend of Re.0.10/- per equity share of face value of Re.1/- each (at the rate of 10%) per equity share for the financial year 2024-25. The dividend shall be payable to those eligible shareholders whose name appear in the Register of Members as on Record Date. This dividend on equity shares, if approved by the Members, would amount to Rs.266.60 lakhs. The final dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company, will be paid within the statutory period in accordance with the provisions of the Companies Act, 2013 and SEBI LODR Regulations. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

In compliance of Regulation 43A of the SEBI LODR Regulations, the Company has formulated a Dividend Distribution Policy which, inter alia, specifies the various factors, that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

The Policy is available on the Companys website at https://www.responsiveindustries.com/policies/.

8. TRANSFER TO RESERVES

The Board of Directors of the Company do not propose to transfer any amount to reserves for the year ended March 31, 2025.

9. SHARE CAPITAL

Authorised Capital:

The Authorised capital of the Company as on March 31, 2025 is Rs.1,22,00,00,000/-.

Paid-up Capital:

The Paid-up Equity Share Capital as on March 31, 2025 stands at Rs.26,66,08,544/- comprising of 266608544 equity shares of Re.1/- each fully paid-up.

10. AUDIT OF RECONCILIATION OF SHARE CAPITAL

In compliance with the Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, as amended; M/s. Mayank Arora & Co., Practicing Company Secretaries undertake a Reconciliation of Share Capital Audit to reconcile total share capital admitted with National Securities Depository Limited (‘NSDL) and Central Depository Services (India) Limited ("CDSL"), with the issued and listed capital of the Company. This audit is undertaken every quarter and the report thereon is submitted to the Stock Exchanges within prescribed timelines and is placed before the Board at its meetings.

11. SUBSIDIARIES COMPANIES/ STEP DOWN SUBSIDIARIES

Your Company as on March 31, 2025, has 3 (three) subsidiaries and one step-down subsidiary viz:

• Responsive Industries Limited, Hong Kong,

• Responsive Industries LLC, USA

• Axiom Cordages Limited, Hong Kong (step-down subsidiary)

12. MATERIAL SUBSIDIARIES

In terms of Regulation 16(1)(c) of the SEBI LODR Regulations, Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds ten per cent of the consolidated income or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year. Accordingly, the Company has one material overseas subsidiary company as on March 31, 2025, namely, Responsive Industries Limited, Hong Kong ("RIL HK").

Further, in terms of Regulation 24(1) of the SEBI LODR Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose income or net worth exceeds twenty per cent of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year. In compliance with the said provisions, Ms. Mita Jha (DIN: 07258314), Independent Director was appointed as a Director on the Board of RIL HK w.e.f. February 05, 2024.

The Minutes of the meetings of the Board of Directors the subsidiaries are placed before the Board of Directors for their review and noting.

13. POLICY ON MATERIAL SUBSIDIARIES

In accordance with Regulation 16(1)(c) of SEBI LODR Regulations, the Company has adopted a policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www.responsiveindustries.com/policies/.

14. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the "Ind AS" issued by the Institute of Chartered Accountants of India.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries is given in Form AOC-1 in this report Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements along with relevant documents of the Company and separate audited financial statements in respect of subsidiaries are available on the website of the Company at https://www.responsiveindustries.com/annual-report/.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with Regulation 19(4) read with Part D of the Schedule II of the SEBI LODR Regulations, the Nomination and Remuneration Committee of the Board of Directors of the Company has devised a Policy to promote diversity on the Board of Directors which aims to ensure that the Board shall have an optimum combination of Executive, Non-Executive and Independent directors in accordance with requirements of the Act, SEBI LODR Regulations and other statutory, regulatory and contractual obligations of the Company.

The Policy is available on the website of the Company at https://www.responsiveindustries.com/policies/. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage.

16. BOARD OF DIRECTORS

As on March 31, 2025, the Board of your Company comprises of 6 (six) Directors, including 3 (three) Independent Directors (including two Women Independent Directors), 1 (one) Whole-Time Director & CEO and 1 (one) Executive Director. The Chairman is the Non-Executive Non-Independent Director.

17. APPOINTMENT OF DIRECTORS:

During the year, the Company had not appointed any person on the Board.

18. RESIGNATION/ CESSATION OF DIRECTORS:

During the year, none of the Directors have resigned from the directorship of the Company.

19. RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting ("AGM"). Consequently, Mr. Rishabh Agarwal (DIN: 05011607) shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the SEBI LODR Regulations, is enclosed herewith as Annexure 5 and is annexed to the Notice of the Annual General Meeting. The Board has confirmed that Mr. Rishabh Agarwal satisfies the fit and proper criteria as prescribed under the applicable regulations and that he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.

20. INDEPENDENT DIRECTORS

The Independent Directors of your Company possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, meets the criteria of independence as specified in the Act and the SEBI LODR Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have their name included in the databank of Independent Directors within the statutory timeline.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfil their duties as Independent Directors. The information required pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules") in respect of the ratio of remuneration of a director to the median remuneration of the employees of the Company for the financial year is annexed herewith as Annexure 7 to this Report. During the year under review, the Independent directors were not paid any Commission.

21. PERFORMANCE EVALUATION OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI LODR Regulations; the Board has carried out an annual performance evaluation of its own performance, the Director individually as well as the evaluation of the Board as a whole and working of its Committees. The Company has in place a policy for the performance evaluation of Independent Directors, Board of Directors, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director. The said policy is available on the website of the Company as https://www.responsiveindustries.com/policies/. Pursuant to the provisions of the Companies Act, 2013, and SEBI LODR Regulations, a separate meeting of Independent Director was held on February 10, 2025 wherein the Independent Directors has carried out an annual evaluation of its performance and that of its Board and Committees as well as the performance of the Directors including the Chairman and Whole-Time Director individually. A structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance was circulated and feedback was sought and the evaluation was carried out based on responses received from the Directors.

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI LODR Regulations in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI LODR Regulations. The annual declaration as required under the Companies Act, 2013 and SEBI

LODR Regulations were received from all the Directors and the same was placed before the Board and noted the same.

23. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013. • that in the preparation of the annual financial statements for the year ended 31^st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any; • that the accounting policies as mentioned in Note No.2 to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; • that 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; • that the annual financial statements have been prepared on a going concern basis; • that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and • that systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

24. MEETINGS OF THE BOARD

During the year under review, 7 (seven) meetings of the Board of Directors were held. The details of attendance at meetings of the Board, its Committees and the Annual General Meeting ("AGM") are included in the Corporate Governance Report, which forms part of this Annual Report.

25. COMMITTEES OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and rules made thereunder and in accordance with the provisions of SEBI LODR Regulations; the Company has constituted the following Committees of the Board and the details such as, terms of reference, meetings and attendance of each of these Committees are provided in the Corporate Governance Report, which forms part of this Annual Report. a) Audit Committee In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has established Audit Committee and the chairperson of the audit committee is an Independent Director. The Company Secretary acts as the secretary to the audit committee. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report. All the recommendations made by the Audit Committee in its meeting held during the year were accepted by the Board of Directors. b) Nomination and Remuneration Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations, 2015, the Company has established the Nomination and Remuneration Committee ("NRC") comprises of all Non-Executive Directors and Independent Directors. The chairperson of the NRC is an independent director. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report. All the recommendations made by the Nomination and Remuneration Committee in its meeting held during the year were accepted by the Board of Directors.

c) Stakeholders Relationship Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations, 2015, the Company has established Stakeholders Relationship Committee ("SRC").

The chairperson of committee is a non-executive director. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report. All the recommendations made by the Stakeholders Relationship Committee in its meeting held during the year were accepted by the Board of Directors. d) Risk Management Committee

In accordance with the provisions of Regulation 21 of the SEBI LODR Regulations, 2015 as amended from time to time, every top 1000 listed company shall establish the Risk Management Committee; accordingly, the Company has established the Risk Management Committee ("RMC"). The chairperson of the committee is the member of the board of directors. The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report. All the recommendations made by the Risk Management Committee in its meeting held during the year were accepted by the Board of Directors. e) Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility Committee ("CSR"). The details of its constitution, terms of reference of the said are set out in the Corporate Governance Report forming part of this Annual Report. All the recommendations made by the Corporate Social Responsibility Committee in its meeting held during the year were accepted by the Board of Directors.

26. KEY MANAGERIAL PERSONNEL ("KMP")

Pursuant to the provisions of Section 203 of the Act, the following persons have been designated as Key Managerial Personnel of the Company as of March 31, 2025:

1. Mr. Mehul Vala, Whole-Time Director & CEO

2. Mr. Sadanand Morab, Executive Director

3. Mr. Bhavneet Singh Chadha, Chief Financial Officer and

4. Ms. Mohini Sharma, Company Secretary & Compliance Officer

Appointment/ Resignation of KMPs during the year: There was no appointment/ resignation of KMPs during the year in the Company.

27. RELATED PARTY TRANSACTIONS

All the contracts /arrangements /transactions entered into by the Company during the financial year ended on March 31, 2025, with related parties were in the ordinary course of business and on an arms length basis and had no conflict with the interest of the Company. All related party transactions were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations and the Companys Policy on Related Party Transactions. All these transactions were reviewed and approved by the Audit Committee/ the Board of Directors of the Company.

The Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material, or which may have potential conflict with the interest of the Company; hence there is no information to be provided as required under section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure of related party transactions as required under section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

All the Related Party Transactions including the transactions which are of repetitive nature and for which omnibus approval is granted by the Audit Committee and the Board are placed before the Audit Committee for its review and approval on a quarterly basis. All Related Party Transactions are subject to an independent review by the

Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI LODR Regulations. None of the Directors has any pecuniary relationship or transactions vis-?-vis the Company except remuneration drawn by self or their relative in capacity of the Director or otherwise and sitting fees.

Your Company has formulated a policy on materiality of related party transactions and dealing with related party transactions which has been amended from time to time to comply with the necessary amendments of various enactments of law. The Policy is available on the website of the Company at https://www.responsiveindustries. com/policies/.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts, arrangements or transactions entered into during fiscal 2025 that fall under the scope of Section 188(1) of the Companies Act, 2013.

29. RISK MANAGEMENT

The Company acknowledges that risk is a fundamental aspect of business and is committed to managing risks proactively and efficiently. The Company follows processes in identifying, assessing, monitoring and controlling a wide range of risks that is applicable to the Company. The Companys Risk Management process aims to create value in uncertainty, ensure good governance, meet stakeholder expectations, and enhance resilience and sustainable growth.

Effective risk-management can support strategy development in organisations, helping boards and senior managers to develop strategies that are appropriate to the risk preferences of its stakeholders and the opportunities and threats that exist within its operating environment.

There is an adequate mechanism in place for risks and uncertainties that can impact its ability to achieve its strategic objectives, risk assessment, risk mitigation and minimization procedures and periodical review. The Risk Management Committee established by the Company meets every quarter and is responsible to identify the key risks that are applicable to the Company and suggests measures to improve the areas based on the risk management report placed during its meeting. The comments/ suggestion as suggested by the Members of the Committee are implemented and the action taken report for the same is placed at the subsequent meetings.

The Committee is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and Board.

The detailed terms of reference of the Risk Management Committee are included in the Corporate Governance, which forms part of this Annual Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of the provisions of Regulation 34(2) of SEBI LODR Regulations as amended form time to time a report on BRSR for the financial year ended March 31, 2025 is annexed as Annexure 3 which forms part of this Annual Report.

31. CORPORATE SOCIAL RESPONSIBILITY CSR Committee

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, and to monitor the CSR Policy from time to time and suggest the annual action plan for the CSR activities to be undertaken by the Company. CSR Policy

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Amendment Rules, the Corporate Social Responsibility Committee ("CSR Committee"), your Company has in place a Corporate Social Responsibility Policy ("CSR Policy") which is in consonance with Section 135 indicating the activities to be undertaken by the Company, which has been approved by the Board. The said policy is available on the Companys website at the following link: https://www.responsiveindustries.com/ policies/.

Your Companys CSR initiatives are as per the Companys CSR Policy. The CSR program of the Company aims to address the immediate and long term needs of the community and focus on where the Company can make the major impact on marginalized sections of the society. Annual Report on CSR

The Annual Report on CSR activities for the FY 2024-25 in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during the FY 2024-25 are outlined in the Report on CSR Activities annexed as Annexure 4 to this report.

32. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the IEPF, which has been established by the Central Government.

The above Rules also mandate transfer of shares on which dividends are lying unpaid and unclaimed for a period of seven consecutive years to IEPF Authority.

33. PUBLIC DEPOSITS

During the financial year ended on March 31, 2025, your Company has not invited or accepted any deposits as per Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Therefore, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

None.

35. INSURANCE

All the properties of your Company including buildings, plant, machinery and stocks have been adequately insured.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Annual Report.

37. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a "Nomination & Remuneration Policy" which inter-alia includes Companys policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Policy broadly lays down the guiding principles, philosophy and basis for payment of remuneration to Executive and Non-Executive Directors, Key Managerial Personnel, Senior Management and other Employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company at https://www.responsiveindustries.com/policies/.

38. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism policy to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The whistle blower or the complainant, under the said Policy, is entitled to direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of the said policy are explained in the Report on Corporate Governance forming part of this Annual Report. The policy is also available on the website of the Company at https://www.responsiveindustries.com/policies/.

39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has complied with the provisions of the constitution of the ‘Internal Committee as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company has formed Internal Committee (IC) at factory and corporate offices. The Internal Committee (IC) comprises of internal members and external member who has an extensive experience in the field. During the financial year 2024-25, the Company has not received any complaint of sexual harassment. The disclosures as required under POSH Act are given below: Number of sexual harassment complaints received – 0 Number of sexual harassment complaints disposed – 0 Number of sexual harassment complaints pending – 0

40. MATERNITY BENEFITS ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leaves facilities. The Company provides paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options to its women employees.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

During the financial year ended on March 31, 2025, there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

42. AUDIT AND AUDITORS REPORT

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any clarifications. a) Statutory Auditors and their Report

The first term of M/s. Shah & Taparia, Chartered Accountants (FRN: 109463W), as Statutory Auditors of the Company shall come to an end upon conclusion of the ensuing AGM. The Board of Directors of the Company at its meeting held on June 28, 2024, based on the recommendations of the Audit Committee, have appointed M/s. Hinesh R. Doshi & Co LLP, Chartered Accountants (FRN No. 103677W/ W100056), in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), as Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing 42^nd Annual General Meeting till the conclusion of the 47^th Annual General Meeting at a remuneration as stated in the Notice of 42^nd AGM dated June 28, 2024.

Further to the letter dated September 04, 2024 received from the proposed Statutory Auditors i.e. M/s. Hinesh R. Doshi & Co LLP, Chartered Accountants wherein they had expressed their inability to accept the proposal as Statutory Auditors due to pre-occupation of work, the Board of Directors based on the recommendation of the Audit Committee at their meeting held on September 04, 2024 has re-appointed M/s. Shah & Taparia, Chartered Accountants (FRN: 109463W) as Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold office from the conclusion of 42^nd AGM till the conclusion of 47^th AGM (to be held in calendar year 2029) in accordance with the provisions of Section 139 of the Companies Act, 2013 )"Act") and Rules made thereunder.

The appointment was confirmed by the shareholders at 42^nd AGM of the Company held on Friday, September 13, 2024 by passing the Ordinary Resolution. b) Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost accounts and cost records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and cost records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 2023-24 was filed with the Ministry of Corporate Affairs ("MCA") on September 10, 2024.

There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Cost Auditors in the report issued by them for the financial year 2024-25 which call for any explanation/ comment from the Board of Directors.

Your directors have on the recommendation of the Audit Committee, appointed M/s. S. K. Agarwal & Associates, Cost Accountants, (Firms Registration No. 100322), to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The Cost Auditors have certified that their appointment is within the limits of Section 141(3) (g) of the Act and that they are not disqualified from appointment within the meaning of the said Act. In compliance with the provisions of the Companies Act, 2013 and rules made thereunder, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a proposed resolution seeking the members ratification for the remuneration payable to M/s. S. K. Agarwal & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting of the Company. c) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, on the recommendation made by the Audit Committee, had appointed M/s. Mayank Arora & Co., Practising Company Secretaries, Mumbai as Secretarial Auditors of the Company for FY 2024-25 to conduct the secretarial audit for the financial year 2024-25. M/s. Mayank Arora & Co. has confirmed that they are eligible for the said appointment.

The details of the reports and certificate received from M/s. Mayank Arora & Co., Practising Company Secretaries are as under: a) Certificate on Corporate Governance is annexed to the report on Corporate Governance in terms of Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Part C of Schedule V of SEBI LODR Regulations forming part of this Annual Report. b) Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of SEBI LODR Regulations, is appended hereto as Annexure 6 to this report c) Secretarial Audit Report in form MR-3 under Section 204 of the Act read with Rules made thereunder and Regulation 24A of the SEBI LODR is appended hereto as Annexure 9 to this report. d) Secretarial Compliance Report in relation to compliance with all applicable SEBI Regulations/ Circulars/ Guidelines issued thereunder, Secretarial Standards issued by the ICSI, pursuant to requirement of Regulation 24A of the SEBI LODR Regulations.

The Secretarial Audit Report and Secretarial Compliance Report issued by M/s. Mayank Arora & Co., Practising Company Secretaries for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the re-appointment of M/s Mayank Arora & Co., Practising Company Secretaries as the Secretarial Auditors of the Company to conduct the audit of the secretarial records for a period of five consecutive years from the financial year 2025-26 to the financial year 2029-30 at a fee of Rs.3,50,000 (Rupees three lakhs and fifty thousand only) per annum (plus applicable taxes), in terms of provisions of Regulation 24A of SEBI LODR Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024 and the Companies Act, 2013. M/s Mayank Arora & Co. is a firm of Practising Company Secretaries founded in 1987. The firm provides professional services in the field of providing Secretarial Audit services, Insolvency & Bankruptcy and NPA Consultancy, Consultancy related to RBI Matters, Financial Restructuring, Company Advisory in Fund Raising through Public Issue., etc. The firm offers services viz, business registration, capital market services which includes-IPO advisor, certification for IPO, rights, buybacks, open offers, delisting, corporate and transaction advisory and other secretarial and internal audit services.

The firm is Peer Reviewed (PR No. 5923/2024) by the Institute of Company Secretaries of India. The firm consists of 2 partners; 5 qualified professionals and trainees. The firm has its establishment in Mumbai with offices of associates in Sangli, Pune, Vadodara, Ahmedabad, New Delhi and Rajasthan for domicile advantage.

Mr. Mayank Arora has given consent that the firm has not incurred any disqualification and eligible to be appointed as Secretarial Auditor of the Company in terms of Regulation 24 (1A) of SEBI (LODR) Regulations, 2015.

The services to be rendered by M/s Mayank Arora & Co., as Secretarial Auditor are within the purview of Regulation 24 (1B) of SEBI LODR Regulations, 2015 read with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024.

43. REPORTING OF FRAUDS BY AUDITORS

In terms of the second proviso of Section 143(12) of the Companies Act, 2013, none of the Auditors of the Company have reported any instances of frauds committed in the Company by its officers or employees during the year 2024-25.

44. SECRETARIAL STANDARD DISCLOSURE

During the year under review, the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively issued by the Institute of Company Secretaries of India ("ICSI").

45. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo are provided in Annexure 8 forming part of this Annual Report.

46. INTERNAL CONTROL SYSTEM

The Company has comprehensive internal control systems which are commensurate with the nature of its business, its size and the complexity of its operations. They provide reasonable assurance on the effectiveness and efficiency of its operations, reliability of financial reporting and compliance with the applicable laws and regulations.

The Company ensures adherence with all internal control policies and procedures as well as compliance with all regulatory guidelines in respect of the business, risk, branches and support functions. The internal control systems are routinely tested and upgraded for both design and operational effectiveness by the Management and are audited by both the Internal and Statutory Auditors.

The Audit Committee of the Board of Directors of the Company reviews the adequacy and effectiveness of these systems and suggests improvements to strengthen the same. All the significant audit observations of the Internal Auditors and follow-up actions were duly reported upon and discussed at the meetings of Audit Committee. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any.

47. INDUSTRIAL RELATIONS

The Company has maintained healthy, cordial and harmonious industrial relations at all levels during the year.

48. LISTING OF EQUITY SHARES:

Your Companys equity shares are listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company has paid listing fees as prescribed for Financial Year 2025-26. The securities of the Company have not been suspended from trading in any of the stock exchanges during the year.

49. INVESTOR RELATIONS

The Company take utmost care in maintaining a healthy relationship with its investors. Following are the steps taken by the Company to ensure that investors are well informed about the affairs of the Company: a) Redressal of Investors Grievances:

The investor complaints/ grievances are resolved by the Company and also by the Companys Registrar and

Share Transfer Agent viz. M/s. MUFG Intime India Private Limited (formerly Link Intime India Private Limited) being the Registrar and Share Transfer Agent of the Company as and when required. b) Role of Stakeholders Relationship Committee:

The Stakeholders Relationship Committee ("SRC") Committee of the Company is responsible to examine and redress complaints by shareholders and investors. The status of quarterly complaints is also reported to the Board of Directors of the Company.

The Company during the year had filed NIL quarterly reports of investor grievances with the stock exchanges under SEBI LODR Regulations. c) BSE Listing portal and NSE Electronic Application Processing System portal ("NEAPS"):

The Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the compliances related filings or disclosures are made to the BSE Limited and NSE through web-based applications viz., BSE listing portal and NEAPS portal within the stipulated timeline as prescribed under the SEBI LODR Regulations. Online Dispute Resolution ("ODR") Portal and Investor Query Module on the website of the Company to track and redress the investor complaints and disputes in a speedy manner. d) SCORES (SEBI complaints redress system):

SCORES is an online grievance redressal facilitation platform provided by SEBI. Complainants can lodge grievances pertaining to securities market against SEBI regulated entities like listed companies, Registered Intermediaries and Market Infrastructure Institutions. Investors shall first take up their grievances for redressal with the entity concerned, through their designated persons/officials who handle issues relating to compliance and redressal of investor grievances. e) Email id for Investors: Your Company has established an email id investor@responsiveindustries.com exclusively for Investor servicing, and the same is prominently displayed on the Companys website at www.responsiveindustries.com. Your Company keeps its investors updated by posting all the disclosures made with the stock exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time. All the historical and latest information of updates of the Company are promptly made available on the Investor Relations page available on the website of the Company at the following link www.responsiveindustries.com.

50. ACKNOWLEDGEMENT

Your Directors express their appreciation for the co-operation and support given to the Company by its vendors, dealers, business associates, consultants, bankers, financial institutions, auditors, solicitors central and state governments and other stakeholders during the year for their continued co-operation and for the excellent support received from them.

Your Directors place on record their sincere thanks to the valuable contribution made by all the front-line workers. Your Directors appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

Your Directors wish to place on record their special appreciation to the valued Shareholders of the Company who have reposed faith in the Company.

For and on behalf of the Board of Directors
Rishabh Agarwal	Mehul Vala
Non-Executive Director & Chairman	Whole-Time Director & CEO
DIN: 05011607	DIN: 08361696
Place: Mumbai
Date: May 14, 2025