Rex Pipes & Cables Industries Ltd Directors Report

To,

The Members,

Rex Pipes and Cables Industries Limited,

Sikar, Rajasthan.

Your directors have pleasure in presenting the Annual Report and audited statement of accounts of your Company for the financial year ended on the 31^st day of March, 2024.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars	For the FY 2023-24	For the FY 2022-23
Revenue from Operations	12861.19	11764.44
Other Income	31.96	54.47
Total Income	12893.15	11818.91
Profit before Depreciation, Financial Expenses and Taxation	1114.85	908.10
Depreciation &Amortization	180.81	189.54
Financial Expenses	273.14	215.92
Profit before Taxation	660.72	502.64
Less: Provision for Taxation (current & deferred)	187.54	40.99
Profit after Taxation	473.17	361.65

2. PERFORMANCE OF THE COMPANY:

The Indian industry witnessed a strong growth and performance during the fiscal 2023-24. The pipe and cable sector also saw substantial growth and made significant investments to expand the capacities. Your company aligned its efforts to the growth in the overall Indian economy and the industry and performed in the same direction. Apart from Pipe and Cable sector, the bus body division of the company also performed outstandingly and contributed significant contribution to the revenue of the company. This achievement reflects the effectiveness of the companys strategic initiatives, operational resilience, and adaptability in responding to changing market dynamics.

The Directors are pleased to inform that your Company has been able to demonstrate a good growth in business during the FY 2023-24 and accordingly the gross revenue from operations stood at Rs.12861.19Lakhs as compared to Rs.11764.44 Lakhs in the previous year. This reflects a growth of approx. 9.32%, which is commendable. The Net Profit after Tax reported at Rs.473.17.10 Lakhs as against Net Profit after tax Rs.361.65.00Lakhs in the previous year. We expect to be able to continue to deliver strong growth.

3. CHANGE IN NATURE OF BUSINESS AND CAPITAL STRUCTURE:

During the financial year under review, there was no change in the nature of Business. However, change in the capital structure of the company is as follows:-

> Authorized Share Capital: The authorized share capital of the company has been increased from Rs. 1,00,00,0000 to Rs.

I, 01,00,00,00 vide ordinary resolution passed in Annual General meeting of the shareholders dated 11.07.2023,in order to provide the company with the flexibility to issue additional shares in the future, if needed, up to the newly authorized limit.

> Paid-up Capital:The paid-up capital of the company was Rs. 86,00,0000 divided into 8,60,0000 equity shares of face value Rs. 10 each as on 31.03.2024. However during the financial year, this has increased to Rs. 9,45,00,000 divided into 94,50,000 equity shares of face value Rs. 10 each vide special resolution passed in Annual General meeting of the shareholders dated

II. 07.2023. The increase in paid-up capital is attributed to the issuance of 8, 50,000 equity shares on preferential basis.*

Overall, these changes in the capital structure reflect the companys strategic decisions to strengthen its financial position and support its growth objectives. Its important for stakeholders to be aware of such changes as they impact ownership and investment considerations.

*Preferential Issues

In the erstwhile Annual General Meeting of the company held on 11th July, 2023, the members (shareholders) of the company approved the issuance of 8,50,000 equity shares of Rs. 10 each at a price of Rs. 43.50 per share. In view of the same, the company received in-principle approval from the National Stock Exchange of India Limited (NSE) on 31st August, 2023, for the issuance and allotment of the 8,50,000 equity shares. The company allotted the 8,50,000 equity shares at the agreed price of Rs. 43.50 each. Subsequently, trading approval for these shares were obtained from the National Stock Exchange of India Limited (NSE) on 13^thSeptember, 2023.The Company confirms that during the period under review, there has been no deviation or variation in the utilization of the proceeds raised from the preferential issue. This indicates adherence to the planned utilization of funds as approved by the shareholders. The amount raised by the preferential issue, aggregating to Rs. 3,69,75,000 (8,50,000 shares of Rs. 43.50/- per share {including premium of Rs. 33.50/- per share}), was utilized by the company to purchase shares 59,90,000 (Fifty Nine Lakhs Ninety Thousand Only) of M/s Swastik Infracity Private Limited, having CIN- U70101RJ2012PTC037859and registered office situated at T-5, Suvha Laxmi Tower, Central Spine, Vidhyadhar Nagar, Jaipur, Rajasthan. Through this investment, your company has acquired approximately 99.84% ownership stake in Swastik Infracity Private Limited making it as the Subsidiary company.

Overall, the successful execution of the preferential issue and the utilization of funds for strategic investment in Swastik Infracity Private Limited demonstrate prudent capital allocation and strategic growth initiatives by the company. Its essential for stakeholders to monitor such transactions and ensure transparency and compliance with regulatory requirements.

4. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your company has acquired 59,90,000 (Fifty Nine Lakhs Ninety Thousand Only) i.e. 99.84% of shareholding of M/s Swastik Infracity Private Limited, a closely held company having CIN- U70101RJ2012PTC037859, registered with the Registrar of Companies (ROC), Jaipur, on 7th September 2023 making it as a subsidiary Company.

The company ensures transparency and proper disclosures regarding its subsidiary by making the annual accounts and detailed information of M/s Swastik Infracity Private Limited available to the shareholders of both the company and in addition are also accessible to statutory authorities for inspection at the companys corporate office, reflecting the companys commitment to regulatory compliance, transparency, and accountability in its operations and enabling stakeholders to make informed decisions and assess the performance and financial position of both the company.

The Details of subsidiary companies, joint ventures and associate companies are provided in Form AOC-1 which is attached as Annexure-I to this Report.

5. TRANSFER TO RESERVES:

During the year under review, the Company does not propose to transfer any amount to the General Reserve for the FY 202324.

6. DIVIDEND:

During the year under review, the Profit after tax was recorded at Rs.473.17 Lakhs, however your Directors have decided to plough back the profits in business itself due to the increased working capital requirements, hence do not recommend any Dividend for the year ended on 31^st March, 2024.

7. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, Company was not required to transfer any amount in Investor Education and Protection Fund account.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:

The company affirms that there have been no material changes or commitments affecting its financial position between the end of the financial year on March 31, 2024, and the date of this report.

However, Your Company has decided in its Board meeting held on 20.05.2024, to acquire the remaining shares of M/s Swastik Infracity Pr?vate Limited i.e. 10,000 Equity shares, 0.16% of ownership) with a vision to make it as the Wholly Owned Subsidiary company availing the various benefits available to holding company and its wholly owned subsidiary company under the companies Act, 2013.

9. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The company has not given any loan or guarantee or provide any security covered under the provisions of section 186 of the Companies Act, 2013.However, during the year under review, the company successfully acquired 59,90,000 shares (approximately 99.84% ownership stake) of M/s Swastik Infracity Private Limited. This strategic investment has led your company becoming the holding company of Swastik Infracity Private Limited.

The details of Investments made by the company under the provisions of Section 186 of the Companies Act, 2013 are given as follows:

Particulars	Name of Entity	Amount
Investments(Equity Shares)	M/s Swastik Infracity Private Limited	59,90,000/-
	M/s Lattey Industries Ltd,	19,61,916/-
Loans	NIL
Guarantees
Securities

10. PARTICU LARS OF RELATED PARTIES TRANSACTIONS UNDER SECTION 188:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There were no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Details of the transactions are provided in Form AOC-2 which is attached as Annexure-II to this Report.

11. BOARD MEETINGS HELD DURING THE YEAR:

During the year under review, the Board of Directors of Company met 6 (Six) times. The details of the Board Meetings and the attendance of the directors are provided in below table. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

S.No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1	30.05.2023	6	6
2	10.06.2023	6	4
3	16.08.2023	6	6
4	05.10.2023	6	4
5	09.11.2023	6	4
6	14.03.2024	6	5

12. DIRECTORS AND KMP :

In accordance with the provisions of the Companies Act, 2013, Mr. Rajendra Kaler (DIN-08032024), is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible offer himself for re-appointment.

Further, the term of appointment of Mr. Sharwan Kumar Kaler, Managing Director and Mr. Rajendra Kaler, Whole Time Director of the Company has came to an end on 30.04.2024 and are eligible for re-appointment w.e.f. 01.05.2024 subject to the approval of the shareholders at the ensuing Annual General Meeting.

Other than the above, there was no change in the Directorship of the Company during the year under review. The existing board of directors continued to provide leadership and oversight in guiding the companys strategic direction and decision- making processes. This continuity in directorship reflects the confidence and stability in the companys governance structure, ensuring consistency in leadership and management practices.

13. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149:

Independent Directors have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence. They have declared that there has been no change in their status of independence during the year under review.

This declaration underscores the integrity and objectivity of the independent directors in carrying out their fiduciary duties and responsibilities. It reflects the boards adherence to corporate governance standards and its commitment to transparency and accountability in its operations.

> CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website www.rpcil.com

By providing transparency regarding the code of conduct for independent directors and its availability for reference, the company demonstrates its commitment to upholding high standards of corporate governance and fostering trust among stakeholders.

14. PERFORMANCE EVALUATION OF BOARD AND DIRECTORS :

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, a structured questionnaire was prepared after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, Culture, execution and performance of the specific duties obligations and governance.

The Performance of the Committees and Independent Directors were evaluated by the entire board of Directors except for the Director being evaluated. The Performance evaluation of the Chairman, Non-Independent Directors and Board as a Whole was carried out by the Independent Directors. The board of Directors expressed their Satisfaction with the outcome of evaluation and the process followed thereof.

15. AUDITORS:

> Statutory Auditors

The company Auditors M/s Happy Kedawat & Company, Chartered Accountants, (FRN 030525C), hold office of Auditors until the conclusion of 23^rdAnnual General Meeting and it is proposed to ratify their appointment at the ensuing Annual General Meeting.

The Auditors Report issued by M/s Happy Kedawat & Company, Chartered Accountants for the year ended 31^st March, 2024 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the Financial Statements in this Annual Report. There are no Qualifications/Adverse Comments made by the Auditors in their Report.The comments made by Auditors in their Auditors Report read with relevant notes thereon are self-explanatory in nature and hence do not call for any further comments under section 134 of Companies Act, 2013.

The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

> Secretarial Auditors

Pursuant to the provisions of Section 204 of The Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s JPS & Associates, Jaipur a firm of Company Secretaries in Practice to conduct Secretarial Audit of the company for the FY 2023-24.

By appointing M/s JPS & Associates for the Secretarial Audit and providing stakeholders with access to the Secretarial Audit Report, the company demonstrates its commitment to accountability, transparency, and compliance with regulatory standards.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report for the Financial Year ended on March 31, 2024 is annexed herewith as Annexure-III.

> INTERNAL AUDITORS:

In accordance with provision of section 138 of the companies Act, 2013 and rules made there under, your company has appointed CA Sonu Kumar Jangir as an internal auditor of the company and takes their suggestions and recommendation to improve and strengthen the internal control system.

CA Sonu Kumar Jangir will be responsible for conducting internal audits to evaluate the effectiveness of the companys internal control systems, risk management practices, the internal auditor will provide valuable insights, suggestions, and recommendations to the management and the board of directors to enhance and strengthen the companys internal control environment.

By appointing an internal auditor and emphasizing the companys commitment to governance and continuous improvement, stakeholders are assured of the companys proactive approach to risk management and compliance.

16. COMPLIANCE WITH SECRETARIAL STANDARD :

The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, issued by Institute of Company Secretaries of India and approved by the Central Government under Section - 118 (10) of the Act during the year under Report.

17. WHISTLE BLOWER POLICY/VIGIL MECHANISM :

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Copy of Such adopted policy is available on company website www.rpcil.com

18. CFO CERTIFICATIONS:

As part of our commitment to financial integrity and transparency, the Chief Financial Officer (CFO) certifies that the financial statements presented in this report fairly represent the financial position, results of operations, and cash flows of the company in accordance with applicable accounting standards and regulatory requirements.

Further, the CFO affirms that the company maintains adequate internal control systems to safeguard assets, ensure the accuracy of financial reporting, and comply with applicable laws and regulations. The CFO confirms that the company has complied with all relevant legal and regulatory requirements governing financial reporting, including disclosure obligations and transparency standards. The CFO certifies that the information provided in this report, including financial data and disclosures, is accurate and complete to the best of their knowledge and belief.

The certification provided by the Chief Financial Officer underscores our commitment to upholding the highest standards of financial governance and transparency. Stakeholders can rely on the integrity and accuracy of the financial information presented in this report.

Additionally, CFO certification adds credibility to the financial information presented in the board report and reassures stakeholders about the accuracy and reliability of the companys financial reporting. The CFO certification is attachedasAnnexure IV for stakeholders reference.

19. RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

20. WEBLINK FOR ANNUAL RETURN

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments there under, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2023-24 is available on the web-link of the Company at www.rpcil.comand the Annual Return for Financial Year 2023-24 will be made available in the due course of time after Annual General Meeting.

21. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUCY:

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. Internal Auditors comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

23. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

24. CONSERVATION OF ENERGY:

A statement depicting details of conservation of energy, technology absorption, foreign exchange earnings and outgo in the manner as prescribed In Rule 8(3) of The Companies (Accounts) Rules, 2014 [Chapter IX] is annexed hereto and forms part of this Report as Annexure-V.

25. PARTICU LARS OF EMPLOYEES:

A Statement providing Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed hereto and forms part of this Report as Annexure- VI.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management discussion & analysis report forming part of this report is annexed herewith and marked as Annexure- VII.

27. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 134(5) of the Companies Act, the directors hereby confirm that:

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

(ii) 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 the end of the financial year and of the profit or loss of the company for the year ;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors have prepared the annual accounts on a going concern basis.

(v) The directors have devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. AUDIT COMMITTEE

The Company has formed an audit committee as designed under section 177 of the Companies Act, 2013, of which the following directors are members:

1. Mr. Anil Kumar, Chairman

2. Mr. ShubashMeel, Member

3. Mrs. Sohani Devi, Member (till 10.06.2023)

4. Mr. Rajendra Kaler, Member (w.e.f 10.06.2023)

The terms of reference of the Audit Committee are broadly as follows:

a) To review compliance with internal control systems;

b) To review the findings of the Internal Auditor relating to various functions of the Company;

c) To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditors/Internal Auditors;

d) To review the financial results of the Company before submission to the Board;

e) To make recommendations to the Board on any matter relating to the financial management of the Company, including Statutory & Internal Audit Reports;

f) Recommending the appointment of cost auditors and statutory auditors and fixation of their remuneration;

g) Review of Cost Audit Report;

h) Reviewing the Companys financial and risk management policies;

i) To review compliance related with whistle blower mechanism.

29. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed a remuneration committee as designed under section 178 of the Companies Act, 2013, of which the following directors are members:

1. Mr. Shubash Meel, Chairman

2. Mr. Anil Kumar, Member

3. Mr. Jitendra Kumar Kaler, Member

The Committee has 1 meeting during the year under review.

The broad terms of reference of the Nomination and Remuneration Committee are as follows:

a) Review the performance of the Managing Director and the Wholetime Directors, after considering the Companys performance.

b) Recommend to the Board remuneration including salary, perquisites and commission to be paid to the Companys Managing Director and Wholetime Directors.

c) Finalise the perquisites package of the Managing Director and Wholetime Directors within the overall ceiling fixed by the Board.

d) Recommend to the Board, retirement benefits to be paid to the Managing Director and Whole-time Directors under the Retirement Benefit Guidelines adopted by the Board.

e) Recommend to the Board, annual evaluation of performance of Managing Director, Executive Director, Non Executive Directors and Key Managerial Personnel.

30. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed a stakeholders relationship committee as designed under section 178 of the Companies Act, 2013, of which the following directors are members:

a) Mr. Shubash Meel, Chairman

b) Mr. Anil Kumar, Member

c) Mr. Jitendra Kumar Kaler, Member

During the year one meeting was conducted.

The broad terms of reference of the Stakeholders Relationship Committee are as follows:

a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

b) Review of measures taken for effective exercise of voting rights by shareholders.

c) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

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

31. CSR POLICY AND AMOUNT SPENT THEREON:

In compliance with the Companies Act, 2013, the companys Net Profit before Tax in the financial year 2022-2023 triggered the CSR limits provided under section 135 of the companies Act, 2013, prompting the company to duly constituted Corporate Social Responsibility Committee (CSR Committee) for conducting CSR activities, the composition of which is as follows:

1. Mr. Subhash Meel (Chairman)

2. Mr. Sharwan Kumar Kaler (Member of Committee)

3. Mr. Anil Kumar (Member of Committee)

The broad terms of reference of the CSR Committee are as follows:

a) Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and the rules there under;

b) Recommending the amount of expenditure to be incurred on CSR activities of the Company;

c) Overseeing the implementation of CSR activities and projects;

d) Evaluating performance of the Company in the area of CSR;

e) Monitoring implementation of CSR policy of the Company from time to time;

f) Carry out any other function as directed by the Board and/or mandated by any statutory authority through any notification, amendment or modification from time to time.

The CSR Committee met three times during the Financial Year 2023-24.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-VIII of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

32. REGISTRAR & SHARE TRANSFER AGENTS:

The Company has appointed KFin Technologies Limited as its Registrar & Share Transfer Agent, whose content details are as follows:-

KFIN TECHNOLOGIES LIMITED

"Selenium, Tower B, Plot No- 31 & 32,

Financial District, Nanakramguda, Serilingampally Hyderabad Telangana- 500032"

33. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company; however, the Company adheres to good corporate practices at all times.

34. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

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

consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website www.rpcil.com

Maintenance of Structured Digital Database ("SDD") has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading)Regulations, 2015 (PIT Regulations) .The Company Have Installed SDD Services from "Orion Legal Supplies". Company regularly entries maintained in this software and submitted report quarterly to stock exchanges. Regulation 3(5) & (6) of PIT Regulations, The responsibility of ensuring that the SDD is maintained for sharing of any UPSI is upon the board of directors of such entity. Further in terms of Regulation 9A of the PIT Regualtions, the managing director and the chief executive officer or such other analogous

person is responsible for putting in place effective systems of internal controls to ensure various requirements specified in theregulations are complied with . The Audit Committee is responsible to verify the adequacy and operating effectiveness of the internal controls atleast annually.

35. CODE OF CONDUCT TO REGULATE MONITIOR AND REPORT TRADING BY INSIDERS

There are many informations that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including the all employees so policy relating to this is available on the website of the company.

This policy is applicable to all employees and KMPs of the company to not to disclose the confidential information of the company which affects the performance of the company.

36. CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to this is available for the access at the website www.rpcil.com

37. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND 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 workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The said policy including committee composition details is available on the website of the company at www.rpcil.com.

In compliance with legal requirements, the Company has formed an Internal Committee under the applicable act to address and prevent instances of harassment in the workplace.

The composition of the Internal Committee is as follows:

1. Mrs. Sohani Devi (Chairperson)

2. Mr. Sharwan Kumar Kaler (Member)

3. Mr. Subhash Meel (Member)

During the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

The Listed Entity is always required to be committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner. Investors of the entity also expect timely and accurate information from the company as its supports and foster confidence in the quality and integrity of information released by the Company. So under this policy, the management of the company determines the material events of the company and disclosed them for their investors.

Under this policy company may decide all those events and information which is material and important and is compulsory to be disclosed for the investors about the company, policy related to this is available at the website www.rpcil.com

39. PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act. The Company accordingly has policy in this regard.

40. ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year.

41. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has in Place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment/reappointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and commission for approval of the members. further, based on the recommendation of the Board the remuneration of Non-Executive Directors comprising of sitting fees and commission in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and commission for approval of the members further based on the recommendation of the Board the remuneration of Non-Executive Directors comprising of sitting fees and commission in accordance with the provisions of the Act is proposed for the approval of the members.

The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act is available on Companys website and accessible through weblink www.rpcil.com

42. ACKNOWLEDGEMENT:

Your Company and its Directors take this opportunity to record their appreciation of the assistance and support extended by all the Government Departments, Banks, Financial Institutions, Consultants and Shareholders of the company. The Directors also express their sincere appreciation for the dedicated efforts put in by all the employees & workers and for their continued contribution for the improved performance of your company during the year.

We also extend our heartfelt thanks to all employees and workers for their dedication, hard work, and commitment to excellence. Your relentless efforts have been instrumental in driving the companys performance and achieving our goals.As we move forward, we remain committed to upholding the highest standards of corporate governance, transparency, and accountability. Together, we will continue to pursue growth opportunities and create value for all stakeholders.

Thank you once again for your invaluable support and contributions to the success of our company.

		For and on behalf of the Board
		FOR REX PIPES AND CABLES INDUSTRIES LIMITED
	Sd/-	Sd/-
	SHARWAN KUMAR KALER	RAJENDRA KALER
PLACE: SIKAR	(MANAGING DIRECTOR)	(WHOLE TIME DIRECTOR)
DATE: 20-05-2024	DIN-01050715	DIN-08032024