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, 2025.

1. FINANCIAL RESULTS:

^ (Rs. In Lakhs)

Particulars	For the FY 2024-25	For the FY 2023-24
Revenue from Operations	13834.25	12861.19
Other Income	41.78	41.62
Total Income	13876.04	12902.81
Profit before Depreciation, Financial Expenses and Taxatior	1161.39	1124.08
Depreciation &Amortization	155.37	182.21
Financial Expenses	292.73	279.48
Profit before Taxation	713.29	662.38
Less: Provision for Taxation (current & deferred)	199.07	187.84
Profit after Taxation	514.22	474.54

2. PERFORMANCE OF THE COMPANY:

The Indian industry witnessed a strong growth and performance during the fiscal 2024-25. 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 2024-25 and accordingly the gross revenue from operations
stood at Rs.13834.25 Lakhs as compared to Rs.12861.19 Lakhs in the previous year. This
reflects a growth of approx. 7.57%, which is commendable. The Net Profit after Tax reported at
Rs.514.22 Lakhs as against Net Profit after tax Rs.474.54Lakhs 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 Rs. 1,01,00,00,00

Paid-up Capital: As on 31st March 2025, the paid-up share capital of the Company stands at Rs.
9,45,00,000, divided into 94,50,000 equity shares of Rs. 10 each. During the financial year, there
was no change in the paid-up capital of the Company. Transparency regarding capital structure
is essential, as it enables stakeholders to assess ownership patterns and make informed
investment decisions.

> SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the Financial Year 2024-25, on 20^thJune 2024, the Company acquired the remaining
shares of M/s Swastik Infracity Private Limited (currently subsidiary Company) i.e. 9,999 no. of
shares (0.16%), making it a wholly owned subsidiary of the Company.

The Company ensures full transparency and regulatory compliance by making the annual
accounts and other relevant information of M/s Swastik Infracity Private Limited accessible to
shareholders and statutory authorities at the Companys corporate office. This reflects the
Companys strong commitment to transparency, accountability, and good governance, enabling
stakeholders to make informed decisions and assess the financial and operational performance
of both entities.

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.

4. TRANSFER TO RESERVES:

During the year under review, the Company does not propose to transfer any amount to the
General Reserve for the FY 2024-25.

5. DIVIDEND:

During the year under review, the Profit after tax was recorded at Rs.514.22 Lakhs, however
youre 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, 2025.

6. 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.

7. 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, 2025, and the date of this
report.

8. 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 remaining shares of Swastik Infracity Private Limited
(currently subsidiary Company) i.e.9,999 no. of shares (0.16%), making it a wholly owned
subsidiary of the Company.. 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	6,00,000,00
	Globe Intl Carriers Limited	81,22,350
	Shanti overseas India Limited	16,0,1700
Loans	NIL
Guarantees
Securities

9. PARTICULARS 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.

10. BOARD MEETINGS HELD DURING THE YEAR:

During the year under review, the Board of Directors of Company met 4 (four) 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 20-05-2024	7	7
2 09-07-2024	7	7
3 04-11-2024	7	5
4 24-02-2025	7	5

11. DIRECTORS AND KMP :

In accordance with the provisions of the Companies Act, 2013, Mrs. Sohani Devi (DIN-
02839191), is liable to retire by rotation at the ensuing Annual General Meeting, and being
eligible offer herself for re-appointment.

Mr. Nimit Jain has been appointed as Non-Executive Independent Director of the Company on
dated 17-06-2024 during the year under review.

Other than above there was no change in the Directorship of the Company. 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.

12. 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.

13. 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.

14. AUDITORS:

> Statutory Auditors

The Companys Auditors M/s Happy Kedawat & Company, Chartered Accountants, (FRN
030525C), hold office of Auditors until the conclusion of 23^rdAnnual General Meeting.

The notes on financial statements referred to in the Auditors Report are self-explanatory
and do not call for any further comments and explanations. The Auditors Report does not
contain any qualification, reservation or adverse remark. No instances of fraud have been
reported by the Statutory Auditors of the Company under Section 143(12) of the Companies
Act, 2013.

Further, after expiration of the term of five (5) consecutive years of the existing Auditor, the
Board recommended the Appointment of , M/s S C L J & Associates, Chartered Accountants,
Jaipur (FRN-036048C) as the Statutory Auditors of the company for five consecutive
Financial years commencing from FY 2025-26 to FY 2029-30, subject to the approval of
Shareholders in the ensuing Annual General Meeting. They have confirmed their eligibility
under section 141 of the Companies Act 2013 and the rules framed there under for
appointment as Auditors of company.

> 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, (Company Secretaries) Jaipur a firm of Company
Secretaries in Practice to conduct Secretarial Audit of the company.

By appointing M/s JPS & Associates (Company Secretaries) 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, 2025 is annexed herewith as Annexure-III.

Further, pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018 and SEBI Circular No. No.

SEBI/LAD-NRO/GN/2024/218 dated 12.12.2024, the Board has recommended appointment
of M/s JPS & Associates, Practicing Company Secretaries Firm, Jaipur as Secretarial Auditors
of the Company for five consecutive financial years commencing from FY 2025-26 to FY
2029-30, subject to the approval of Shareholders in the ensuing Annual General Meeting.

> 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.

15. COMPLIANCE WITH SECRETARIAL STANDARD :

During the year under Report, the Company has complied with the applicable provisions of
Secretarial Standards as issued and notified by The Institute of Company Secretaries of India and
approved by the Central Government.

16. 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

17. 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 attached as Annexure IV for stakeholders
reference.

18. RISK MANAGEMENT POLICY:

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

19. 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 2024-25 is available on the web-link of the Company at
www.rpcil.comand the Annual Return for Financial Year 2024-25 will be made available in the
due course of time after Annual General Meeting.

20. DEPOSITS:

During the year under review, your Company did not accept or renewed any deposits within the
meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there remains no
unpaid or unclaimed deposit with the Company at the end of financial year.

21. 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 actior
suggested are presented to the Audit Committee.

22. DETAILS OF FRAUD REPORTED BY THE AUDITORS

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

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

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

24. PARTICULARS 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.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

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

26. 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 beei
followed along with proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently am
made judgments and estimates that are reasonable and prudent so as to give a true and fai
view of the state of affairs of the company as at the end of the financial year and of th<
profit or loss of the company for the year ;

(iii) The directors have taken proper and sufficient care for the maintenance of adequati
accounting records in accordance with the provisions of this Act for safeguarding the asset
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 al
applicable laws and that such systems were adequate and operating effectively.

27. MAINTENANCE OF COST RECORD:

Since the company is not falling under prescribed class of Companies, our Company is not
required to maintain cost records.

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. Shubash Meel, (Chairman)

2. Mr. Rajendra Kaler, Member

3. Mr. Anil Kumar, Member

The Committee has 3 meeting during the year under review.

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

The Committee has 1 meeting during the year under review.

Pursuant to the resolution passed at the Meeting held on September 20, 2024, the Committee has
been reconstituted. Mr.Nimit Jain has been inducted as a member of the Committee in place of Mr.
Anil Kumar. The revised composition of the Stakeholders Relationship Committee is as follows:

• Mr. Shubash Meel - Chairman

• Mr. Jitendra Kumar Kaler - Member

• Mr. Nimit Jain - Member

The Board believes that the reconstituted committee will continue to function effectively and
uphold the highest standards of shareholder engagement and governance."

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 2023-2024 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 CSR Committee met five times during the Financial Year 2024-25.

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 thereunder;

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 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"

This is to inform that, consequent to receipt of Certificate of Registration of Regional Director
order for Change of State, from the Registrar of Companies, Mumbai, the Registered Office of
the Company (KFINTECH) has been shifted from Hyderabad in the State of Telangana to
Mumbai in the State of Maharashtra, at the following address: 301, The Centrium, 3rd Floor,
57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Mumbai, 400070, Maharashtra."

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 Regulations, 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 the regulations are complied with. The Audit Committee is
responsible to verify the adequacy and operating effectiveness of the internal controls at
least annually.

As per the amended rules under the Structured Digital Database (SDD) regulations,
companies are required to submit the Annual Compliance Certificate, duly certified by a

Practising Company Secretary (PCS), to the Stock Exchange within 60 days from the end of the
financial year. The Company has duly complied with this regulatory requirement.

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)

The Company convened a meeting of the Internal Committee under the POSH (Prevention of
Sexual Harassment) Act, 2013 on 12th August 2024, in which Mrs. Richa Gaur was appointed
as the external member of the Committee. She serves as a Government Teacher at a Senior

Secondary School and possesses relevant knowledge and understanding of POSH-related
matters.

Furthermore, the Company has submitted its Annual POSH Report to the District Collectorate,
Sikar, Rajasthan-332001 on 27th January 2025, in compliance with statutory requirements.

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. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR

During fiscal year 2024-25, the Company welcomed Mr. Nimit Jain to its Board as a Non-
Executive Independent Director. Mr. Jain brings a sterling reputation for personal integrity and
ethical conduct, underpinned by a rich blend of academic credentials, domain-specific
knowledge, and extensive corporate leadership experience.

In the Boards assessment, the Independent Directors collectively possess a comprehensive
spectrum of qualifications, professional expertise, and specialized experience, fully satisfying
the proficiency standards prescribed under Section 150(1) of the Companies Act, 2013. The
Board is confident that their diverse skills and independent perspectives will significantly
strengthen its oversight, strategic direction, and overall governance framework.

42. 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 weblinkwww.rpcil.com

43. Details of Application/ Proceeding under the Insolvency and Bankruptcy Code, 2016

During the Year FY 2024-25, the company has neither made any application nor initiated any
proceedings under the Insolvency and Bankruptcy Code, 2016.

44. 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

Not Applicable, as there are no 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.

45. ACKNOWLEDGEMENT:

Youre 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
(MANAGING DIRECTOR)	(WHOLE TIME DIRECTOR)
DIN-01050715	DIN-08032024

 

PLACE: SIKAR

DATE: 01-07-2025