Rexpro Enterprises Ltd Directors Report

FOR FY 2024-25

To

The Members of

REXPRO ENTERPRISES LIMITED

(Formerly known as "Rexpro Enterprises Limited Private Limited")

Dear Members,

Your Board of directors have pleasure in presenting Annual Report of the Company, together with the Audited Financial

Statements for the financial year ended 31 March, 2025.

1. Financial Results

The summarized financial highlights of the Company, for the year ended 31 March, 2025 are as follows:

(Figures in Lakhs except EPS)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Total Revenue	9,876.44	7,385.89	10,724.76	8,301.10
Less: Expenses	8,806.82	6822.07	9,626.10	7,608.32
Pro t / (Loss) Before Tax	1,069.62	563.82	1,098.65	692.78
Provision for Taxes
- Current Tax	271.39	120.99	281.23	184.10
- Deferred Tax Assets	(2.86)	(9.74)	(4.66)	(9.67)
- Short provision for tax adjustments in respect of earlier year (Net)	0.11	-	19.45	-
Pro t After Tax Before Minority Interest	801.10	452.58	802.63	518.34
Share of Pro t transfer to Minority Interest	--	--	1.54	65.76
Net Pro t / (Loss) After Tax	801.10	452.58	801.10	452.58
Basic and Diluted EPS	9.43	5.69	9.43	5.69

2. State of Companys A airs and Future Outlook: On Standalone Basis

During the financial year, the Company has earned a total income of Rs 9,876.44 lakhs as compared to previous years income of Rs. 7,385.89 lakhs. The Company incurred a profit of Rs. 801.10 lakhs as against profit of Rs. 452.88 lakhs in the previous year.

On Consolidated Basis

During the financial year, the Company has earned a total income of Rs. 10,724.76 lakhs as compared to previous years income of Rs 8,301.10 lakhs. The Company incurred a profit of Rs. 801.10 lakhs as against profit of Rs. 452.58 lakhs in the previous year.

3. Transfer to Reserves:

The Company has transferred Rs. 801.10 lakhs to the Reserves and the closing balance of the Reserves and Surplus stands at Rs. 5,059.45 lakhs including Securities Premium of Rs 4,132.31 lakhs.

4. Change in nature of Business:

There was no Change in the nature of Business during the FY 2024-25.

5. Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys future plans and expansion has decided that it would be prudent, not to recommend any Dividend for the year under review.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the CompaniesAct, 2013 do not apply as there was no dividend declared and paid last year.

7. Information about Subsidiary/ JV/ Associate company:

The Company has subsidiary as per Accounting Standards named Progulf Warehousing Solutions LLP with 65 % of holding and does not have any Joint Ventures/Associate Companies details of which are mentioned in Form AOC-1 and marked as "Annexure I"

8. Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of the report:

There have been no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e., March 31, 2025, and the date of this Board Report except as stated below:

i. Conversion from Private Limited to Public Limited:

Considering the expansion plans and IPO of the Company, the Board, at its meeting held on May 1, 2024 approved to convert your Company from Private Limited Company to Public Limited Company. Thereafter, your Company has been converted into a Public Limited Company pursuant to a resolution passed by the Shareholders of the Company at the Extra Ordinary General Meeting held on June 5, 2024 and a fresh certificate of incorporation consequent upon conversion from a Private Limited Company to a Public Limited Company was issued by the Registrar of Companies (ROC) on August 19, 2024 in the name of "REXPRO ENTERPRISES LIMITED".

ii. Initial Public O ering ("IPO") and Listing on SME Platform (NSE Emerge)- National Stock Exchange of

India Limited ("NSE")

In order to unlock further potential and unleash greater value creation for all stakeholders, your Company came up with IPO of its equity shares. The equity shares of your Company got listed on Stock Exchanges with effect from January 29, 2025.

The IPO, comprising of Fresh Issue and O er for Sale ("OFS") by selling shareholders, was open for subscription from January 22, 2025 to January 24, 2025. The IPO was made pursuant to Regulation 229 (2) of SEBI (ICDR) Regulations. The IPO comprised of 37,00,000 equity shares for cash at a price of Rs. 145/- per equity share (including a security premium of Rs. 145/- per equity share) aggregating to Rs. 5,365.00 Lakhs comprising a Fresh Issue of up to 32,50,000 equity shares aggregating to Rs. 4,712.50 Lakhs by your Company and an O er for Sale of up to 4,50,000 equity shares aggregating to Rs. 652.50 Lakhs by the Selling Shareholders.

Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. Your Board is grati ed and humbled by the faith shown in the Company by investors. Your Board also places on record its appreciation for the support provided by various authorities, Lead Managers, Stock Exchange, Depositories, Counsels, Consultants, Auditors and employees of the Company for making the IPO of the Company a grand success

Your Company received listing and trading approval from NSE on January 28, 2025.

9. Public Deposits:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025 can be accessed at https://www.rexpro.co/.

11. Changes in Share Capital

The Authorized Share Capital of the company is Rs. 13,00,00,000/- divided into 1,30,00,000 equity share of Rs. 10 each. During the year Company has increased its Authtoised Share Capital from Rs, 40,00,000 divided into 4,00,000 equity share Rs. 10 each to Rs. 13,00,00,000/- divided into 1,30,00,000 equity share of Rs. 10 each.

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The paid-up Equity Share Capital as on 31 March, 2025 was Rs. 11,20,64,600/- divided into 1,12,06,460 Equity Shares of Rs.10/- each and the shares of the Company got subsequently listed on SME Platform of National Stock Exchange Limited ("NSE EMERGE")

During the year under review, the company has undertaken following transactions:

The Company has been issued and allotted 76,99,800 Equity Shares of Rs. 10 each through Bonus Issue dated August 14, 2024.

Further, the Company has been issued, subscribed and allotted to the public as a Fresh Issue of up to 32,50,000 equity shares equity shares for cash at a price of Rs. 145/- per equity share (including a security premium of Rs.135/- per equity share).

12. Directors & KMP

A. Details of Directors and Key Managerial Personnel appointed/resigned during the year:

Sr. No.	DIN/PAN	Name of Director	Designation	Nature of Change	Date of Appointment/ Change in designation/Cessation (with effect from)
1.	03526547	Premal Niranjan Shah	Chairman and Managing Director	Change in designation to	August 12, 2024
2.	00285979	Ragesh Deepak Bhatia	Whole time Director	Change in designation to	August 12, 2024
3.	08758327	Minesh Anilbhai Chovatia	Whole-Time Director	Change in designation to	August 12, 2024
4.	07223518	Ravishankar Sriramamurthi Malla	Whole-Time Director	Change in designation to	August 12, 2024
5.	07368791	Paras Tushar Shah	Non-Executive Independent Director	Appointment as	August 12, 2024
6.	10088552	Dilip Kumar Swarnkar	Non-Executive Independent Director	Appointment as	August 12, 2024
7.	10440686	Arshita Singh	Non-Executive Independent Director	Appointment as	August 12, 2024
8.	10626718	Jyoti Prajapati	Non-Executive Independent Director	Appointment as	August 12, 2024
9.	-	Khushboo Nilesh Rawat	Company Secretary	Appointment as	August 10, 2024
			and Compliance
			Officer
10.		Shankar Laxman Chalke	Chief Financial	Appointment as	August 10, 2024
			Officer

B. Director retires by rotation:

In accordance with the provisions of Sub-Section (6) of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Premal Niranjan Shah is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

Your directors recommend re-appointment of Mr. Premal Niranjan Shah as a Managing Director and chairman of the Company, liable to retire by rotation.

C. Current structure of Directors and Key Managerial Personnel:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025 were as follows:

Sr. No.	Name of Director	Designation
1.	Premal Niranjan Shah	Managing Director and Chairman
2.	Ravishankar Sriramamurthi Malla	Whole Time Director
3.	Minesh Anilbhai Chovatia	Whole Time Director
4.	Ragesh Dipak Bhatia	Whole Time Director Whole Time Director
5.	Paras Tushar Shah	Non-Executive Independent Director
6.	Dilip Kumar Swarnkar	Non-Executive Independent Director
7.	Arshita Singh	Non-Executive Independent Director
8.	Jyoti Prajapati	Non-Executive Independent Director Non-Executive Independent Director
9.	Shankar Laxman Chalke	CFO
10.	Khushboo Nilesh Rawat	Company Secretary

13. Meetings of the Board

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the year under review the board met 17 times.

The details of the meetings held during the year under review is stated herewith:

Sr. No	Date of Meeting
1.	1 May, 2024
2.	1 June, 2024
3.	10 August, 2024
4.	14 August, 2024
5.	19 August, 2024
6.	21 August.2024
7.	7 October, 2024
8.	25 November, 2024
9.	30 November, 2024
10.	20 December, 2024
11.	3 January, 2025
12.	09 January, 2025
13.	15 January, 2025
14.	27 January, 2025
15.	27 February, 2025
16.	11 March, 2025
17.	31 March, 2025

The details of attendance of the Director at the meetings held during the year under review is stated herewith

Date of Board Meeting	PREMAL NIRANJAN SHAH	RAVISHANKAR SRIRAMA MURTHI	MINESH ANILBHAI CHOVATIA	RAGESH DIPAK BHATIA	PARAS TUSHAR SHAH*	DILIP KUMAR SWARNKAR*	ARSHITA SINGH*	JYOTI PRAJAPATI* MALLA
1 May, 2024	Present	Present	Present	Present	NA	NA	NA	NA
1 June, 2024	Present	Present	Present	Present	NA	NA	NA	NA
10 August, 2024	Present	Present	Present	Present	NA	NA	NA	NA
14 August, 2024	Present	Present	Present	Present	Present	Present	Present	Absent
19 August, 2024	Present	Present	Present	Present	Absent	Absent	Present	Absent
21 August.2024	Present	Present	Present	Present	Absent	Present	Absent	Absent
7 October, 2024	Present	Present	Present	Present	Present	Present	Present	Present
25 November, 2024	Present	Present	Present	Present	Present	Absent	Absent	Present
30 November, 2024	Present	Absent	Present	Absent	Present	Present	Absent	Present
20 December, 2024	Present	Present	Present	Present	Absent	Present	Absent	Present
3 January, 2025	Present	Present	Present	Present	Absent	Present	Present	Absent
09 January, 2025	Present	Present	Present	Present	Present	Present	Present	Present
15 January, 2025	Present	Present	Present	Present	Present	Present	Present	Present
27 January, 2025	Present	Present	Present	Present	Absent	Present	Absent	Present
27 February, 2025	Present	Present	Present	Present	Absent	Present	Present	Absent
11 March, 2025	Present	Present	Present	Present	Present	Absent	Present	Absent
31 March, 2025	Present	Present	Present	Present	Present	Present	Present	Present
Total	17	16	17	16	8	11	10	8

Total 17 16 17 16 8 11 10 8

14. Board Committee

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and require closer review. The Board Committees are formed with the approval of the Board, and they function under their respective Charters. These Committees play an important role in the overall management of the day-to-day a airs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes of the Committee meetings are presented to the Board for review.

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

Audit Committee

Nomination and Remuneration Committee

Stakeholder Relationship Committee

Corporate Social Responsibility Committee

which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee

The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The charter of the Committee is in conformity with the Act and the Listing Regulations.

The Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

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During the financial year 2024-25, the Committee met 4 times on 19 October, 2024, 30 November, 2024, 15 January,

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2024, 31 March, 2025 and the maximum interval between any two meetings did not exceed 120 days.

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The composition of Audit Committee as on 31 March, 2025:

Sr No. Name of Committee members	Position in Committee	Designation in Board
1. Paras Tushar Shah	Chairperson	Non-Executive Independent Director
2. Jyoti Prajapati	Member	Non-Executive Independent Director
3. Premal Niranjan Shah	Member	Managing Director and Chairman

The details of attendance of the Director in theAudit Committee meetings held during the year under review is stated herewith

Dates of Meetings	Paras Tushar Shah	Premal Niranjan Shah	Jyoti Prajapati*
19 October, 2024	Present	Present	Present
30 November, 2024	Present	Present	Present
15 January, 2024	Present	Present	Present
31 March, 2025	Present	Present	Present

II. Nomination & Remuneration Committee:

The Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 2024-25, the Committee met 2 (Two) times on 14 August 2024 and 31 March, 2025 respectively.

The Nomination and Remuneration Committee comprises of the following as on 31 March, 2025:

Sr No. Name of Committee members	Position in Committee	Designation in Board
1. Arshita Singh	Chairperson	Non-Executive Independent Director
2. Dilip Kumar Swarnkar	Member	Non-Executive Independent Director
3. Paras Tushar Shah	Member	Non-Executive Independent Director

The details of attendance of the Director in the Nomination and Remuneration Committee meetings held during the year under review is stated herewith

Dates		Arshita Singh	Dilip Kumar Swarnkar	Paras Tushar Shah
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14	August 2024	Present	Present	Present
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31	March, 2025	Present	Present	Present

III. Stakeholder Relationship Committee

Stakeholders Relationship Committee of the Company was constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations, to look into the redressal of shareholders/ investors complaints, such as transfer of securities, non-receipt of dividend, notice, annual reports and all other securities holder related matters

The Stakeholder Relationship Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 2024-25, the Committee met 1 (One) time on 31 March, 2025.

The Stakeholder Relationship Committee comprises of the following as on 31 March, 2025:

Sr No. Name of Committee members	Position in Committee	Designation in Board
1. Dilip Kumar Swarnkar	Chairperson	Non-Executive Independent Director
2. Ravishankar Sriramamurthi Malla	Member	Whole Time Director
3. Jyoti Prajapati	Member	Non-Executive Independent Director

The details of attendance of the Director in the Stakeholder Relationship Committee meetings held during the year under review is stated herewith

Dates	Dilip Kumar Swarnkar	Ravishankar Sriramamurthi Malla	Jyoti Prajapati
31-03-2025	Present	Present	Present

IV. Corporate Social Responsibility Committee:

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at https://www.rexpro.co/investor-relation.

During the financial year 2024-25, the Committee met twice on 14 August 2024 and 26 March, 2025 respectively.

The Corporate Social Responsibility Committee comprises of the following as on 31 March, 2025:

Sr No. Name of Committee members	Position in Committee	Designation in Board
1. Ragesh Dipak Bhatia	Chairperson	Whole Time Director
2. Paras Tushar Shah	Member	Non-Executive Independent Director
3. Arshita Singh	Member	Non-Executive Independent Director

The details of attendance of the Director in the Corporate Social Responsibility Committee meetings held during the year under review is stated herewith

Dates	Ragesh Dipak Bhatia	Paras Tushar Shah	Arshita Singh
14 August, 2024	Present	Present	Present
26 , March-2025	Present	Present	Absent

15. Declaration of Independent Director:

i. The Company has received necessary declarations from all the Independent Directors on the Board of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also con rmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

ii. Further, the Independent Directors have also submitted a declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, which mandated the inclusion of an

Independent Directors name in the data bank of persons offering to become Independent Directors, of Indian Institute of Corporate A airs ("IICA") for a period of one year or ve years or life time till they continue to hold the officeof an Independent Director and also completed the online pro ciency test, conducted by Indian Institute of Corporate A airs, wherever applicable.

iii. The Board of Directors, based on the declaration(s) received from the Independent Directors, have veri ed the veracity of such disclosures and con rmed that the Independent Directors fulfill the conditions of independence specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the management of the Company.

iv. In the opinion of the Board, all the Independent Director are persons possessing attributes of integrity, expertise and experience (including pro ciency) as required under the applicable laws, rules and regulations.

v. The terms and conditions of the said appointment are hosted on website of the Company https://www.rexpro.co/investor-relation.

16. Annual Performance Evaluation:

i. Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company.

ii. The Board has devised questionnaire to evaluate the performances of each of Executive, Non- Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance at the Board Meetings and Committee Meetings; b. Quality of contribution to Board deliberations; c. Strategic perspectives or inputs regarding future growth of Company and its performance; d. Providing perspectives and feedback going beyond information provided by the management.

17. Separate Meetings of Independent Directors:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

18. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a performance evaluation of the individual Directors as well as evaluation of the Board as a whole and its committees has been carried out.

Further, in terms of Para VII of Schedule IV of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company to evaluate the performance of:

The Chairman of the Company and performance of Non- Independent Directors and the Board as a whole.

Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee also evaluated the performance of the Board of Directors of the Company.

The following metrics were considered for evaluation: a) Generic parameters b) Roles and responsibilities to be fulfilled c) Participation in Board Processes d) Governance e) Strategy f) E ective Communication g) Stakeholder focus h) Risk Awareness

i) The results of evaluation of performance of the Board, its Committees and of individual Directors was found to be satisfactory.

19. Details of policy developed and implemented by the company on Corporate Social Responsibility initiatives:

Pursuant to the provisions of Section 135 of the Act and the Rules made there under, the Company had duly constituted the Corporate Social Responsibility Committee (CSR Committee) in the Company. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII to the Act.

The details as per the provisions are annexed herewith as "Annexure-II".

20. 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 statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at 31st March, 2025 and of the profits of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that these systems are adequate and operating effectively.

21. Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining quali cations, positive attributes and Independence of Directors. The said policy is available on the Companys Website.

Website Link: https://www.rexpro.co/investor-relation.

22. Vigil Mechanism/Whistle Blower Policy:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We a rm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://www.rexpro.co/investor-relation.

23. Risk Management Policy:

The Company has laid down a well-de ned Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identi cation and steps to control them through a well-de ned procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

24. Significant and Material Orders passed by the Regulators or Courts

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. Statutory Auditors

M/s. Mittal Agarwal & Company, Chartered Accountants, Mumbai (Firm Registration No. 131025W), is the Statutory

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Auditors of the Company. The Statutory Auditor has been appointed at the Annual General Meeting held on 12 August, 2024 for 5 consecutive years starting from financial year 2024-25 to 2028-29.

The Board of Directors recommends their continuation on the basis of satisfactory performance by them during the year under review.

26. Auditors Report

The Auditors Report to the members on the Accounts of the Company for the financial year ended 31st March, 2025 does not contain any qualification and is self-explanatory.

27. Reporting of Fraud by Auditors:

There is no quali cation, reservation, adverse remark or disclaimer given by the Auditor in their Report.

28. Internal Auditor:

The report of Internal Auditor issued and the same has been reviewed.

29. Secretarial Audit:

The Board had appointed CS Aakruti Somani, Practicing Company Secretaries (Membership No.54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure III and forms part of this Report. The Secretarial Audit Report does not contain any quali cation, reservation, adverse remark or disclaimer.

30. Cost Auditor:

The Cost Audit is not applicable to the Company.

31. Disclosure on maintenance of cost records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 as the same is not applicable to the Company.

32. Particulars of Loans, Guarantees or Investments

There are no loans granted, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder except as stated under Note 5, 6 and 16 to the financial statement.

33. Particulars of Loans availed from directors or their relatives

As required under Rule 2(c)(viii) of Companies (Acceptance of deposits) Rules, 2014, there are no loans availed by the Company during the year from its directors and their relatives.

34. Related Party Transaction

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on of Related Party Transactions which is also available on the Companys website at https://www.rexpro.co/investor-relation . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length. Transactions entered into pursuant to omnibus approval are veri ed by the Finance Department and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arms length basis except the Material related party transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-IV. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 30 to the standalone financial statements which sets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations is not applicable and during the year under review, no person(s) or entity(ies) belonging to the promoter/promoter group which held 10% or more share in the paid-up equity share capital of the Company.

35. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy The Operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil

B. Technology Absorption

a. The efforts made towards technology absorption the minimum technology required for the business has been absorbed.

b. The benefits derived like product improvement, cost reduction, product development or import substitution None

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) None

d. The expenditure incurred on Research and Development - None

C. Foreign exchange earnings and Outgo:

Particulars	Current Year	Previous Year
Foreign Exchange Earnings	-	-
Foreign Exchange Outgo (CIF Basis)	-	-

36. Management Discussion & Analysis Reports:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure V.

37. Business Responsibility Report:

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report ("BRR"), thus the Business Responsibility Report is not applicable to us.

38. Corporate Governance:

In accordance with regulation 15(2) of SEBI LODR, 2015, the requirement of compliance with respect to specified Corporate Governance provisions are not applicable to the Company, as the Company has been listed on the SME exchange at NSE Emerge with effect from January 29, 2025.

39. Details in respect of Adequacy of Internal Financial Controls with reference to Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

During the year under review, no material or serious observation has been received from the Auditors of the Company for ine ciency or inadequacy of such controls.

40. Insider Trading:

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT

Regulations"). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. This Code is displayed on the Companys website, https://www.rexpro.co/investor-relation

41. A rmations and Disclosures: a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three

financial years: There are no instances of non-compliances by the Company necessitating imposition of penalties, strictures on the Company by SEBI or any statutory authority, on any matter related to capital markets.

b. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A):

During the financial year 2024-25, the Company has made an Initial Public Issue of 32,50,000 Equity shares of face value 10 each at a price of 145 per Equity share aggregating to 4,712.50 Lakhs and made allotment of fully paid-up Equity Shares and an O er For Sale of up to 4,50,000 Equity Shares of face value 10 each at a price of 145 per Equity share aggregating to 652.50 Lakhs by the Selling Shareholders of the Company.

Out of gross proceeds of IPO for Rs. 4,712.50 Lakhs, the company has utilised the proceeds in the following manner:-

Particulars	Object of the issue	Utilised till 31/03/2025	Pending utilisation
Purchase of Equipment and Renovation of Factory	2,500.00	-	2,500.00
Funding of working capital	1,000.00	362.00	638.00
Pursuing Inorganic Growth	352.00	-	352.00
General Corporate Expenses	584.00	536.00	48.00
Fresh Issue Expenses	276.50	276.50	-
Total	4,712.50	1,174.50	3,538.00

c. Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: None

42. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. Also, the Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of Sexual Harassment complaints received and disposed o during the year: a) No. of Complaints received: Nil b) No. of Complaints disposed o : Nil c) Pending beyond 90 days: Nil d) Disposed-o during FY 2024-25: Nil e) Pending as on March 31, 2025: Nil

43. Statement pursuant to section 197(12) of the companies Act, 2013 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) rules, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure VI which forms part of this Report.

44. Companys policy relating to Directors appointment, payment of remuneration and discharge of their duties:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining quali cations, positive attributes and Independence of Directors. The said policy is available on the Companys Website https://www.rexpro.co/investor-relation

45. Details of application/any proceeding pending under the Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

46. Maternity Benefit

The Company a rms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

47. 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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

48. Compliance with Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

49. ORDER OF COURT:

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your companys operation in future

50. Acknowledgement:

The Directors place on record their fathomless appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the over-all growth of the Company. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors
REXPRO ENTERPRISES LIMITED
Sd/-	Sd/-
Premal Niranjan Shah	Ragesh Dipak Bhatia
Managing Director	Whole Time Director
DIN: 03526547	DIN: 00285979
Place: Vasai
Dated: 05/09/2025