Rikhav Securities Ltd Directors Report

To

The Members,

RIKHAV SECURITIES LIMITED

Your directors are pleased to present the 30th Annual Report of "Rikhav Securities Limited" ("the Company") on the business and operations and Audited Financial Statements of the Company for the year ended 31 March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The financial highlights for the financial year ended 31 March, 2025 is summarized below:

(Rs. In Lakhs)

	Consolidated	Standalone	Consolidated	Standalone
Particulars	2024-2025	2024-2025	2023-2024	2023-2024
Revenue from Operations	31,791.48	31,806.44	10,342.29	10,330.76
Other Income	985.08	980.99	717.67	714.54
Total Income	32,776.56	32,787.43	11,059.95	11,045.30
Less: Total Expenses	29,985.23	29,957.95	5,924.31	5,892.87
Profit/(Loss) before Exceptional and Extraordinary Item and Tax	2,791.33	2,829.48	5,135.65	5,152.43
Exceptional Item	0	0	0	0
Profit/(Loss) before Extraordinary Item and Tax	2,791.33	2,829.48	5,135.65	5,152.43
Extraordinary Item	11.67	0	0.42	0
Profit/(Loss) before Tax	2,803.00	2,829.48	5,136.07	5,152.43
Tax Expenses
Current Tax	347.42	347.42	887.45	887.45
Deferred Tax	80.53	80.53	-17.97	-17.97
Excess/ Short Provision written back/ off	8.07	8.07	45.70	45.70
Profit/(Loss) for the period	2,366.97	2,393.46	4,220.89	4,237.26

2. OVERVIEW AND COMPANY PERFORMANCE:

During the year under review, the company has recorded a total revenue from operations of _ 31,806.44 Lakh as compared to the previous year which was _ 10,330.76/- Lakh recording a growth in revenue near to 3 times. Further during the year, the Company has earned net profit of_ 2,393.46 Lakh as compared to net profit of_ 4,237.26 Lakh in the previous year. This financial year marks an important milestone as our first full year post-listing. While the second half posed challenges due to a sharp correction in midcap and SME stocks, and reduced derivative volumes following regulatory changes by SEBI, we remained focused on long-term value creation and operational discipline.

During the year, we also undertook a strategic reclassification of certain equity investments from Non-Current Investments to Stock-in-Trade, aligning with our shift toward active trading. As a result of this change, a non-cash fair valuation loss of _33.88 Cr was recognized in the Profit & Loss account as of 31 March, 2025, which had a material impact on our reported profitability.

Despite these short-term pressures, we remain optimistic about market recovery and Indias growing appeal as a global investment destination. Backed by a strong client base, two decades of industry experience, and a technology-driven approach, we are confident in our ability to navigate challenges and drive sustainable growth.

The unwavering support and strategic guidance of our Board of Directors have been instrumental in the Companys achievements and growth over the past year.

We deeply value their expertise and dedication, their ongoing engagement in high-level decision-making and their proactive approach to governance have provided the foundation for our success.

3. SHARE CAPITAL OF THE COMPANY:

The Authorised share capital of the Company as on 31

March, 2025 is _ 22,00,00,000 and paid-up share capital is _ 19,14,60,000.

During the year under review, the face value of the

Companys equity shares was sub-divided from _10 per share to _5 per share.

The Equity Shares of the Company got listed on BSE Ltd on 22 January, 2025. The Company had issued 83,28,000 as fresh equity shares and 20,00,000 Equity Shares as offer for sale.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in nature of business of the Company during the year under review.

5. DIVIDEND:

In order to conserve the resources for long run working capital requirement and expansion of business, your

Board of Directors has not recommended any dividend for the financial year ended 31 March ,2025.

6. RESERVES:

During the year under review, no amount was transferred to General Reserves, excluding surplus if any.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:Composition of Board:

The Board of Directors of the Company comprises of 6 Directors as on financial year ended 31 March, 2025, who have wide and varied experience in different disciplines and fields of corporate functioning. The composition of the Board consists of one Managing Director, two Executive Director, one Woman Non- Executive Director and two Independent Non- Executive

Directors.

The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors. The Board of Directors of your Company comprised of the following Directors, as on 31 March, 2025:

Name of the Directors	Designation
Mr. Hitesh Himatlal Lakhani	Chairman & Managing Director
Mr. Rajendra Navalchand Shah	Executive Director
Mr. Monil Rajendra Shah	Executive Director
Mr. Manish Lalitkumar Jain	Independent & Non- Executive Director
Mr. Tarang Madanjit Mehta	Independent & Non- Executive Director
Ms. Bharti Hitesh Lakhani	Non-Executive Director

Appointment and Re-appointment

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Ms. Bharti Hitesh Lakhani (DIN: 01077839) dated 06 July, 2024 as an Additional Non-Executive Director. Further, Ms. Bharti Hitesh Lakhani (DIN: 01077839) was regularized in the Annual General Meeting held on 02 September, 2024, from Additional Non-Executive Director to Non-Executive Director.

Director retiring by rotation:

In accordance with the provisions of Section 152 of the

Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Monil Rajendra Shah (DIN: 08064436),

Director of the Company retires by rotation at the ensuing

Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment and your Board recommends his reappointment.

Cessation

During the financial year under review, no Director has resigned from the Board of Director of the Company.

Declarations given by Independent Directors under Section 149(6) of the Companies Act, 2013:

The Company has received necessary declaration from all the

Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing

Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

None of the Independent directors of your Company is disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management.

Key Managerial Personnel (KMP):

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the

Companies Act, 2013, throughout the Financial Year 2024-25:

Sr. No.	Name of Key Managerial Personnel (KMP)	Designation
1.	Mr. Hitesh Himatlal Lakhani	Chairman & Managing Director
2.	Mr. Rajendra Navalchand Shah	Chief Financial Officer
		(Appointed w.e.f. 25 February, 2025)
3.	Mr. Hemant Hasmukh Shah	Chief Financial Officer
		(Ceased w.e.f. 25 February, 2025)
4.	Ms. Sona Jain	Company Secretary
		(Appointed w.e.f. 16 July, 2024)
5.	Ms. Vrushti Parag Shah	Company Secretary
		(Ceased w.e.f. 08 June, 2024)

Appointment:

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on 16 July, 2024 had appointed Ms. Sona Jain as the Company Secretary of the Company.

Furthermore, based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company in its meeting held on 25 February, 2025, has appointed Mr. Rajendra Navalchand Shah (DIN: 01248226) as Chief Financial Officer on the Board, in place

Mr. Hemant Hasmukh Shah.

Cessation:

Ms. Vrushti Parag Shah who was appointed as the Company

Secretary of the Company resigned from her post w.e.f. 08th June 2024 and Mr. Hemant Hasmukh Shah who was appointed as the Chief Financial Officer of the Company resigned from his post w.e.f. 25 February, 2025.

Disclosures By Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors in Form DIR 8 under Section 164(2) and other declarations as to compliance with the Companies Act, 2013. of Disqualifications of Directors:

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

8. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS: As on 31 March, 2025, the following Directors on your Companys Board were Independent Directors:

2.	Mr. Rajendra Navalchand Shah	Chief Financial Officer
		(Appointed w.e.f. 25
		February, 2025)
3.	Mr. Hemant Hasmukh Shah	Chief Financial Officer
		(Ceased w.e.f. 25
		February, 2025)

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Companys website at https:// www.rikhav.net/pdf/NRC--POLICY.pdf

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and policy on familiarization programmes are for Independent Directors is available on the website of the Company and can be accessed through the web-link https://www.rikhav. net/pdf/corporate-policies/Familiarization_Programme_ of_ID.pdf

All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar ("IICA") and have their name included in the ‘Independent Directors Data Bank maintained by the IICA.

Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors forms part of the website of the Company.

9. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation and

Disclosure Requirements Regulation), 2015 ("Listing Regulations") for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors. The Independent directors have set a formal process for evaluation of Boards performance.

10. DEMATERIALIZATION OF SHARES:

All the Shares of your Company are in Dematerialization mode as on 31 March, 2025. The ISIN of the Equity Shares of your Company is INE0CFH01028.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Company has a wholly owned subsidiary company in the name of ‘RSL IFSC Private Limited at GIFT City, Gujarat.

Pursuant to the provisions of Section 129(3) of the

Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiary companies in Form No. AOC-1 forms part of Boards Report as ‘Annexure-A.

12. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met 16 (Sixteen) times during the year on Tuesday, 16 April, 2024, Thursday, 16 May, 2024, Monday, 17 June, 2024, Tuesday, 16 July, 2024, Friday, 16 August, 2024, Saturday, 31 August, 2024, Wednesday, 11 September, 2024, Saturday, 28 September, 2024, Monday, 30 September, 2024, Thursday, 14 November, 2024, Monday, 16 December, 2024, Thursday, 09 January, 2025, Tuesday, 14 January, 2025, Monday, 20 January, 2025, Tuesday, 25 February, 2025 and Tuesday, 25 March, 2025 under review as mentioned below. The gap between any two consecutive board meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and rules made thereunder and as per SEBI listing Regulations.

Sr. No.	Name of Director	Category	No. of Meetings held during tenure	No. of Meetings Attended
1	Mr. Hitesh Himatlal Lakhani	Chairman & MD	16	15
2	Mr. Rajendra Navalchand Shah	Executive Director	16	16
3	Mr. Monil Rajendra Shah	Executive Director	16	16
4	Mr. Manish Lalitkumar Jain	Independent & NED	16	16
5	Mr. Tarang Madanjit Mehta	Independent & NED	16	16
6	Ms. Bharti Hitesh Lakhani	Non-Executive Director	13	11

13. COMMITTEES OF THE BOARD:

Presently, the Board has following Statutory Committees viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

Audit Committee

The Audit committee of the Board is comprised of three members out of which two are independent directors and one is Managing Director. The Composition of Audit committee is in compliance with the provisions of Section 177 of the

Companies Act, 2013, read with applicable rules and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Details of composition, changes during the year and Meetings of Audit committee are mentioned hereinbelow. Five Meetings of the Audit Committee held during the Financial Year 2024-25 on Thursday, 16 May, 2024, Tuesday, 16 July, 2024, Saturday, 31 August, 2024, Thursday, 14 November, 2024 and Tuesday, 25 February, 2025. The requisite quorum was present for all the meetings.

Sr. No.	Name of Director	Designation in the Committee	Nature of Directorship	No. of Meetings held during tenure	No. of Meetings Attended
1.	Tarang Madanjit Mehta	Chairman	Non-Executive and Independent Director	5	5
2.	Manish Lalitkumar Jain	Member	Non-Executive and Independent Director	5	5
3.	Monil Rajendra Shah*	Member	Director	3	3
4.	Hitesh Himatlal Lakhani**	Member	Managing Director	2	1

*Monil Rajendra Shah ceased to be member of Audit committee w.e.f. 31 August, 2024. ** Hitesh Himatlal Lakhani is appointed as member of Audit committee w.e.f. 31 August, 2024.

The primary objective of the Audit Committee involves overseeing the companys financial reporting process to ensure accuracy and transparency. It includes reviewing annual and periodic financial statements, recommending auditor appointments, fixing audit fees, and approving payments for non-audit services. The committee evaluates auditor independence, performance, internal controls, and audit effectiveness. It also reviews the use of raised funds and monitors whistleblower mechanisms and internal investigations into fraud or control failures. Responsibilities include approving CFO appointments, related party transactions, inter-corporate loans, and asset valuations. It reviews risk management systems, internal audit functions, and major corporate schemes like mergers or demergers.

Nomination and Remuneration Committee("NRC"):

The Nomination and Remuneration Committee of the Board is comprised of three members out of which two are independent directors and one is Non- Executive Director. The Composition of Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013, read with applicable rules and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). Details of composition, changes during the year and Meetings of Audit committee are mentioned hereinbelow. Three Meetings of the Nomination and Remuneration Committee held during the Financial Year 2024-25 on Tuesday, 16 July, 2024 and Tuesday, 25 February, 2025. The requisite quorum was present for all the meetings.

Sr. No.	Name of Director	Designation in the Committee	Nature of Directorship	No. of Meetings held during tenure	No. of Meetings Attended
1.	Tarang Madanjit Mehta	Chairman	Non-Executive & Independent Director	3	2
2.	Manish Lalitkumar Jain	Member	Non-Executive & Independent Director	3	2
3.	Monil Rajendra Shah*	Member	Director	2	2
4.	Bharti Hitesh Lakhani**	Member	Non-Executive	1	0

*Monil Rajendra Shah ceased to be member of Audit committee w.e.f. 31 August, 2024. ** Bharti Hitesh Lakhani is appointed as member of Audit committee w.e.f. 31 August, 2024.

The Committee formulates criteria for determining qualifications, positive attributes, and independence of directors, and recommends a remuneration policy for directors, key managerial personnel (KMP), and employees. It evaluates the Boards skill and experience balance for independent director appointments and defines the required role and capabilities. It may use external agencies, consider diverse backgrounds, and assess candidates time commitments. The Committee sets evaluation criteria for independent directors and the Board, devises a policy on Board diversity, and identifies qualified candidates for directorships and senior management.

The NRC has formulated Remuneration Policy for Directors, KMPs and all other employees of the Company and the same is available on Companys website at https://www.rikhav.net/pdf/corporate-policies/Nomination_and_Remuneration_Policy. pdf

Stakeholders Relationship Committee("SRC")

The Board has constituted a Stakeholders Relationship Committee in compliance with the provisions of Companies

Act, 2013 read with relevant rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has constituted the Stakeholders Relationship Committee

(which includes terms of reference as provided under the Act and SEBI Listing Regulations) comprising of the following

Directors as on 31 March, 2025:

Sr. No.	Name of Director	Designation in the Committee	Nature of Directorship
1.	Manish Lalitkumar Jain	Chairman	Non-Executive & Independent Director
2.	Tarang Madanjit Mehta	Member	Non-Executive & Independent Director
3.	Rajendra Navalchand Shah	Member	Whole- time Director

One Meeting of the Stakeholders Relationship Committee held during the Financial Year 2024-25 on 25 February, 2025. The requisite quorum was present for all the meetings.

Sr. No.	Name of the Members	Designation in the Committee	Nature of Directorship	No. of meetings held during tenure	No. of Meetings Attended
1.	Manish Lalitkumar Jain	Chairman	Non-Executive & Independent Director	1	1
2.	Tarang Madanjit Mehta	Member	Non-Executive & Independent Director	1	1
3.	Rajendra Navalchand	Member	Whole- time Director	1	1
	Shah

The Stakeholders Relationship Committee considers and resolves the grievances of our shareholders, debenture holders and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/ interests, issue of new/ duplicate certificates, general meetings and such other grievances as may be raised by the security holders of the Company, from time to time.

The SRC also reviews: a) The measures taken for effective exercise of voting rights by the shareholders; b) The service standards adopted by the Company in respect of the services rendered by our Registrar & Transfer Agent; c) The measures rendered and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend/annual report/ notices and other information by shareholders.

14. CORPORATE GOVERNANCE:

Pursuant to provisions of Reg.15 of the SEBI (Listing

Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME (BSE) Listed Company, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate Governance does not form part of Annual Report.

15. NON - APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision of Rule 4 (1) of the companies (Indian

Accounting Standards) Rules, 2015 notified vide

Notification No. G.S.R 111 (E) on 16 February, 2015,

Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w. e. f. 15 April, 2017.

As your Company is listed on SME Platform of BSE

Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April, 2017.

16. AUDITORS:

M/s. Deepak C Agarwal and Associates, Chartered Accountants (Membership No: 165938), were appointed as the Statutory Auditors of the company in the Annual General Meeting of the Company held on 28 September, 2023 for a period of five years i.e., for financial years 2023-24 to 2027-28 at a remuneration fixed by the Board of Directors and auditors. However, M/s. Deepak C Agarwal and Associates, Chartered Accountants (Membership No: 165938) vide its letter dated 19 August, 2024 has tendered their resignation as a Statutory Auditor of the Company due to preoccupation in other assignments.

M/s. AHSP & Co. LLP, Chartered Accountants (FRN: 100163W), the Statutory Auditors were appointed to fill the casual vacancy caused by the resignation of previous statutory auditor, in the Board meeting held on 31 August,

2024. The same was approved by the members in their Annual General Meeting held on 02nd September 2024 for a term of five years i.e. till the conclusion of the Annual

General meeting to be held for the Financial Year ending 2029.

17. AUDITORS REPORT:

During the year under review, the Auditors Report does vide not contain any qualifications/ adverse remarks.

18. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations.

Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected. The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in

Internal Financial Control.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

During the year under review, there are no frauds reported by the Statutory Auditors of the Company under Section 143 (12).

20. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy.

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner.

The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

21. 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:

No Material changes and commitments 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 this report.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, there is no Significant Order passed by the Regulators or courts or Tribunals impacting the going concern status and Companys operations in future.

23. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the

Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2024-25.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies

Act, 2013, the particulars of loans, guarantees and investments by your Company under during the Financial

Year 2024-25, have been provided in the Notes to the

Financial Statement.

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

Considering the nature of business activities of the

Company, your directors have nothing significant to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the financial year under review.

Foreign exchange earnings and outgo of the Subsidiary Company: (In _)

Particulars	2024-25	2023-24
Foreign exchange earnings	3,15,123.11	26,27,120
Foreign exchange outgo	31,10,352.87	15,88,684

26. PARTIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details of Related Party Transactions are reported in detail in attached financial statements and schedules thereto. Transactions required to be reported under section 188, are disclosed in AOC 2 as ‘Annexure B to this Report.

27. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application, having significant impact on the Company, has been made under the Insolvency and Bankruptcy Code, 2016.

28. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of one-time settlement of loans/ financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

29. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the provisions of the section 135 of the Companies Act, 2013 are applicable and details of spending of CSR is mentioned in ‘Annexure C of this report.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent womens harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. The

Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows: a) No. of Complaints received : NIL b) No. of Complaints disposed : NIL c) No. of Cases pending for more than ninety days : NIL Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace and has formed POSH committee in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013.

31. OBLIGATION OF COMPANY UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has ensured compliance with all the applicable provisions of the Maternity Benefit Act, 1961.

It ensures that eligible women employees are granted maternity benefits in accordance with the law, including paid maternity leave, protection of employment during maternity, and other entitlements as prescribed under the

Act.

32. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year

2024-25 was in accordance with the Nomination and

Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act,

2013 and Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 have been given as "Annexure D" to this Report.

33. PARTICULARS OF EMPLOYEES:

The provisions of Section 197(12) of the Companies Act,

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 are not applicable to your company. There were no Employees drawing remuneration more than as stated under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014.

34. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, had appointed M/s. Ritul Parmar & Associates, Company Secretaries, as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2024-25, pursuant to the provisions of Section 204 of the Companies Act,

2013 and Rule 9 of the Companies (Appointment &

Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by M/s. Ritul Parmar & Associates, the Secretarial Auditors, for the Financial Year 2024-25 is annexed as "Annexure E" to this Boards Report.

35. INTERNAL AUDITOR AND INTERNAL AUDIT REPORT:

Pursuant to provision of Section 138 of the Companies

Act, 2013, the Company has appointed M/S R L Agrawal & Associates, Chartered Accountants (FRN: 0136371w), as the Internal Auditor of the company, for the financial year 2024- 2025.

The Internal Audit Report submitted by M/S R L Agrawal & Associates, Chartered Accountants was taken on record by the Board.

36. COST RECORDS:

During the year under review, 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.

37. COST AUDIT:

During the year under review, the Company is not required to carry out the Cost Audit as specified by the Central Government under sub-section (2) of Section 148 of the Companies Act, 2013.

38. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of SEBI (Listing Obligation and

Disclosure Requirements) Regulation, 2015 read with

Schedule V of SEBI (Listing Obligation and Disclosure

Requirements) Regulations 2015, Management

Disclosure and Analysis Report is attached separately which forms part of Annual report.

39. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

40. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies

(Share Capital and Debenture) Rules, 2014 and SEBI (Issue of Sweat Equity) Regulations, 2002 is furnished.

41. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any equity shares under Employees Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture)

Rules, 2014.

42. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section

118(10) of the Companies Act, 2013.

43. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to

Investor Education and Protection Fund (IEPF).

44. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating management, your Directors make the following statement and confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) 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 at the end of the financial year and of the loss of the Company for that period; c) 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; d) the directors have prepared the annual accounts on a going concern basis; and e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. f) proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

45. ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the

Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of

Annual Return is available for inspection by the Members at the Registered office of the Company in the working hours and also on the website of the Company https:// www.rikhav.net/investor-relations.html.

46. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints; online upload of Action Take Reports (AT _) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has received the complaints which were resolved promptly on the SCORES during financial year 2024-25.

47. DETAILS OF THE COMPLAINT RECEIVED/ SOLVED/ PENDING DURING THE YEAR:

Sr. No.	Complaints Received	Complaints Received	Complaints Solved	Complaints Pending
1.	Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2.	Non-receipt of dividend warrants	Nil	Nil	Nil
3.	Query regarding demat credit	Nil	Nil	Nil
4.	Others	8	8	0
	Total	8	8	0

48. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its

Powers) Rules, 2014, the Company has established Vigil Mechanism/ Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Managing Director in exceptional cases, the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companys operations, business performance or reputation.

This Policy is also applicable to your Companys Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.rikhav.net/pdf/corporate-policies/Vigil_Mechanism_ Whistler_Blower_Policy.pdf

49. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Companys website viz., https://www.rikhav.net/investor-relations.html, pursuant to Regulation

46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

50. CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

51. ACKNOWLEDGEMENT:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of RIKHAV SECURITIES LIMITED

Hitesh Himatlal Lakhani

Managing Director

DIN: 01457990

Date: 25 August, 2025

Place: Mumbai