RLF Ltd Directors Report

To

The Members,

Your Directors have great pleasure in presenting the 45^th Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on 31^st March, 2025.

1. FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31^st March, 2025 and for the previous year ended 31^st March, 2024 are as follows:

Particulars	March 31, 2025	March 31, 2024
Revenue from Operations	108.01	186.36
Other Income	46.83	50.17
Total Revenue	154.85	236.53
Total Expenses	155.17	230.06
Profit / (loss) before extraordinary items and tax	(0.32)	6.47
Profit / (loss) before tax	(5.08)	4.46
Profit/ Loss for the year	(22.82)	4.46
Earnings Per Share
-Basic	(0.24)	0.05
-Diluted	(0.23)	0.04

2. PERFORMANCE HIGHLIGHTS

During the year under review, the Company has total operational Income of Rs. 108.01 Lakhs and has incurred loss of Rs. 22.82 Lakhs at the year ended 31.03.2025 as Compared to total operational Income of Rs. 186.36 Lakhs and has earned profit of Rs. 4.46 Lakhs during the previous year ended 31.03.2024. These financial results are presented in the Statement of Profit & Loss and are self-explanatory.

The Company?s focus shall continue to be on improving specialty and efforts particularly on embroidery business which would yield results in coming years. These actions would continue to enhance the pace of business and would contribute in long term growth.

3. SHARE CAPITAL a. Authorised Share Capital

The Authorised share capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10 each as on Financial Year ended 2024-2025.

b. Issued, Subscribed & Paid-Up Capital

The Issued capital of the Company stood at 9,98,88,830/-, divided into 99,88,883 equity shares of 10/- each. During the financial year 2024-2025, the issued capital comprised 96,43,060 fully paid-up equity shares and 3,47,423 partly paid-up equity shares.

The Board of Directors, at its meeting, decided to issue a Final Call Money-cum-Forfeiture Notice to the holders of the 3,47,423 partly paid-up equity shares, for the balance call amount of 5/- per share (towards the face value of Rs. 10/-).

As on March 31, 2025, call money was received on 1,700 partly paid-up equity shares. Subsequently, as on the date of this report, call money has been received on a total of 300 partly paid-up equity shares, and the balance 3,45,423 shares remain unpaid and subject to further necessary action as per applicable regulations.

4. DIVIDEND

The Board of Directors of the Company has not recommended any dividend during the year after reviewing Financial Statements of the Company.

5. RESERVE

The Company has not proposed any amount to be transferred to the General Reserve.

6. DEPOSITS

During the year under review, Company has not invited, accepted or renewed any deposit from the public in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the requirement to furnish details relating to deposits covered under Chapter V of the Companies Act, 2013 does not arise.

7. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no significant changes was made in the nature of the company.

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

During the Year under review there were no material changes and commitments which affect the financial position of the Company. An ease of doing business can give an add on to the Company to create the sustainable growth and development.

9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

During the year under review, the Company does not have any Subsidiary, Associate and Joint Venture.

10. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Director? and ‘General Meetings?, respectively, have been duly followed by the Company.

11. KEY MANAGERIAL PERSONNEL

Mr. Aditya Khanna	- Managing Director
Mr. Aditya Khanna	- Chief Financial Officer
Ms. Deepti Mittal	- Company Secretary

Details of Chief Financial Officer are as follows:

Mr. Ashish Khanna was appointed as the Chief Financial Officer of the Company who had resigned from its office- effective from dated 29^th May, 2025 and Mr. Aditya Khanna has been appointed as new Chief Financial Officer of the Company of the Company effective from dated 29^th May, 2025.

Details of Company Secretary are as follows:

Ms. Ragini Maurya was appointed as Company Secretary of the Company with effective from dated 29th June, 2024 and had resigned from its office - effective from dated 12^th November, 2024 and Ms. Deepti Mittal has been appointed as new Company Secretary & Compliance Officer of the Company effective from dated 21^st February, 2025.

12. DIVERSITY OF THE BOARD

The Company believes that diversity is important to the work culture at any organization. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

13. DIRECTORS

The Board Comprises of 4 Directors, namely: -

Mr. Aditya Khanna	- Managing Director
Mr. Ashish Khanna	- Non- Executive Director
Mrs. Gunja Singh	- Women Independent Director
Mr. Karm Sawhney	- Independent Director

All the Independent Directors of your Company have given declarations that they meet criteria of Independence as prescribed both under the Act and Securities and Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

CHANGE IN BOARD OF DIRECTORS AFTER THE CLOSING OF THE FINANCIAL YEAR

I. Mr. Nakul Badopalia, Independent Director of the Company has resigned from the company dated on 12th May, 2025.

II. Mr. Vikas Grover, Non-Executive Director of the Company has resigned from the company dated on 12th May, 2025.

III. Mr. Karm Sawhney has been appointed as an Additional Director (Non-Executive Independent Director) of the Company dated on 29th May, 2025.

IV. Mr. Ashish Khanna designation has been changed to Non-Executive Non-Independent Director of the company dated on 29th May, 2025

14. MEETINGS OF THE BOARD:

The Board of the company regularly meets to discuss various business opportunities. Additional Board Meetings are convened as and when required to discuss and decide on various business policies, strategies and other businesses. During Financial Year 2024-25, 9 (Nine) Board Meeting has been conducted and the maximum time gap between any two meetings was not more than 120 days.

S.No.	Date of Meetings	Board Strength	No. of Directors present
1	30th May, 2024	05	05
2	29th June, 2024	05	05
3	29th July, 2024	05	04
4	14th August, 2024	05	05
5	30th August, 2024	05	05
6	12th November, 2024	05	05
7	22nd January, 2025	05	04
8	14th February, 2025	05	05
9	21st February, 2025	05	05

The strength of Board of Directors as on March 31, 2025 were 5 Directors. The Board comprises of Two Executive Directors, One Non-Executive Director and Two Independent Directors. The composition of Board of Directors and attendance of Directors at the Board Meetings during the year and at the last Annual General Meeting and also number of other directorships, committee memberships and chairmanship held by them are given below:

	Details	Attendance
Name of Directors	DIN	Category	Board Meeting	44th AGM
Mr. Aditya Khanna	01860038	M.D.	09	Yes
Mr. Ashish Khanna	01251582	E.D.	09	Yes
Mrs. Gunja Singh	08592621	I.D.	07	Yes
Mr. Nakul Badopalia	08589303	I.D.	09	Yes
Mr. Vikas Grover	07075918	N.E.D.	09	Yes

E.D. - Executive Director; I.D. - Independent Director; M.D Managing Director. NED- Non-Executive Director

15. MANAGEMENT?S DISCUSSION AND ANALYSIS REPORT

Management?s Discussion and Analysis Report for the year under review, as stipulated under the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, ("Listing Regulations") is presented in a separate section, forming part of the Annual Report as an

Annexure-‘A?

16. AUDITOR AND AUDITOR?S REPORT:

Statutory Auditor

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 44th Annual General Meeting of the Company held on 30th September 2024, approved the appointment of M/s. RK Bhalla & Co., Chartered Accountants (Firm Registration No. 024798N), as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 44th Annual General Meeting till the conclusion of 49th Annual General Meeting to be held in the financial year 2029.

Further the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. There is no qualification, disclaimer, reservation or adverse remark made by the Statutory in their report for the financial year ended 31 March 2025.

Secretarial Auditors

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Sumit Bajaj & Associates, a peer reviewed Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2024-25.

In accordance with the provisions of Section 204 of the Act, M/s Sumit Bajaj & Associates conducted the secretarial audit for the financial year ended 31 March 2025. The Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is attached as Annexure B.and forms part of the Directors? Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditor

M/s Pankaj Sachdeva & Co., (Firm Registration No. 039532N) was appointed as Internal Auditor of the Company for the financial year 2024-2025 on August 30th, 2024 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.

The Report of the Internal Auditors is reviewed by the Audit Committee.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 of the companies Act 2013 Corporate Social Responsibility are not applicable for our company.

In pursuance of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, the above rules are not applicable to the company during the year as the company has not earned the adequate profit in this financial Year 2024-25.

18. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments cover under the Provisions of Section 186 of the Companies Act, 2013 are provided in the Notes to the Standalone Financial statements for the financial year ended 31 March 2025.

19. EXTRACTS OF ANNUAL RETURN

The extracts of the Annual Return as per section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 will be available on the Companys website https://www.rlfltd.com/.

20. INDEPENDENT DIRECTORS? DECLARATION

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act,2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act,2013 and the relevant Rules.

These declarations confirm that they are independent of the management and possess the requisite integrity, expertise, and experience to serve on the Board as Independent Directors. The Board of Directors places on record its deep appreciation for the valuable contributions made by the Independent Directors in guiding the Company towards sustained growth and governance excellence.

21. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT

TO SECTION 134(3) (e) AND SECTION 178 (3)

The Company?s Policy on Director?s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Company?s website at https://www.rlfltd.com/.

The Objective of the Policy is to ensure that

? The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully. ? Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and ? Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals

22. CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure requirements) 2015 are not applicable to the Company.

23. DEMATERIALISATION OF SHARES

The shares in the Company are under compulsory dematerialized trading. The Companys ISIN No. is INE629C01014. The number of shares dematerialized as on 31.03.2025 are as follows:

NSDL : 5184414 Shares CDSL : 2182544 Shares

24. MEETINGS OF INDEPENDENT DIRECTORS

The Company?s Independent Directors meet at least once in every year without the presence of Non-Independent Directors and Management Personnel. Such meetings are conducted to enable Independent Directors to discuss matters pertaining to the Company?s affairs and put forth their views to the other

Independent Directors. Independent Directors take appropriate steps to present their views to the Board. The Independent directors met one times during the financial year 2024-25 on 30^th May, 2024.

25. COMMITTEES OF THE BOARD

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

1. Audit Committee

2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. Share Transfer/ Transmission Committee

AUDIT COMMITTEE

The Audit Committee comprises of three (3) members, two (2) of them are independent non-executive directors and one (1) is executive director. The Committee?s composition and terms of reference meet with requirements of Section 177 of the Companies Act, 2013 and Listing Regulations.

Composition of the Audit Committee

The committee comprises the following directors as on 31st March, 2025:

Name	Designation	Chairperson/Member	No. of meeting(s) attended
Mr. Nakul Badopalia	Independent Director	Chairman	5
Ms. Gunja Singh	Independent Director	Member	5
Mr. Ashish Khanna	Executive Director	Member	5

All the members of the Committee have accounting and financial management expertise. The Company Secretary is the secretary to the committee. The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditor?s independence and performance, and effectiveness of audit process;

iii. To examine the financial statement and the auditors? report thereon;

iv. To approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company. The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

During the financial year 2024-2025 Five (5) meeting of Audit Committee were held as under:-

30^th May, 2024 14^th August, 2024 30^th August, 2024 12^th November, 2024 14^th February, 2025

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee constituted by the Board of Directors consists of 3 non-executive independent/non independent directors. The Committee?s composition and terms of reference meet with requirements of Section 178 of the Companies Act, 2013 and Listing Regulations. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

Composition of the Nomination and Remuneration Committee

The committee comprises the following directors as on 31st March, 2025:

Name	Designation	Chairperson /Member	No. of meeting(s) attended
Mrs. Gunja Singh	Independent Director	Chairman	5
Mr. Nakul Badopalia	Independent Director	Member	5
Mr. Vikas Grover	Non-Executive Director	Member	5

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director?s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

3. To ensure that

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Board?s Report to shareholders.

During the financial year 2024-2025 Five (5) meeting of Nomination and Remuneration Committee were held as under: -

30^th May, 2024 29^th June, 2024 30^th August, 2024 12^th November, 2024 21^st February, 2025

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Listing Regulations. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company?s transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints.

Brief description of terms of reference:

To approve issue of duplicate Share Certificate and to oversee and review all matters connected with transfer of Company?s Securities and to resolve concerns/complaints/ grievances of the security holders 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.

Composition of the Stakeholders Relationship Committee

The committee comprises the following directors as on 31st March, 2025:

Name	Designation	Chairperson/Member	No. of meeting(s) attended
Mr. Vikas Grover	Non-Executive Director	Chairman	1
Mr. Ashish Khanna	Executive Director	Member	1
Mrs. Gunja Singh	Independent Director	Member	1

During the financial year 2024-2025 One (1) meeting of Stakeholders Relationship Committee were held as under:

30th May, 2024

SHARE TRANSFER/ TRANSMISSION COMMITTEE

Board of Directors of the company in its meeting dated 12^th November, 2024 constituted the Share Transfer/ Transmission Committee which comprises of following members as on date:

Name	Designation	Chairperson/Member
Mr. Ashish Khanna	Non-Executive Director (Appointed w.e.f. 29th May, 2025)	Chairman
Mrs. Gunja Singh	Independent Director	Member
Mr. Aditya Khanna	Managing Director	Member

26. RELATED PARTY TRANSACTION

None of the transactions with any of related parties were in conflict with the (AS Companys interest. Suitable disclosures as required by the Accounting Standard 18) issued by The Institute of Chartered Accountants of India (The ICAI) have been made in the notes to the Financial Statements. All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 has been in compliance. Further the board of the company has given its approval to transaction with the related parties.

Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are provided under Annexure-C under the board report.

27. DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

28. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025 and the profit of the company for that period;

(iii)The Directors have been 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 / detecting fraud and other irregularities;

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

(v) The Directors, in case of listed Company, have laid down internal financial controls to be followed by the company and that such financial controls are adequate and operating effectively.

(vi)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.

29. CFO CERTIFICATION

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules 2015, the Chief Financial Officer have furnished necessary certificate to the Board on the financial statements presented for the year ended 31st March 2025. The Certificate s is annexed as to the Report as per Annexure D.

30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL

DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of Board, having regard to various criteria such as Board Composition, Board processes, Board dynamics, etc. The Independent Directors at their spate meeting also evaluated the performance of Board as whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as whole was satisfactory.

Committees of the Board:

The performance of Audit Committee, Nomination and Remuneration Committee, the Stakeholders Relationship Committee, Share Transfer/ Transmission Committee was evaluated by the Board having regard to various criteria. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the

Company?s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters: Relevant expertise; Attendance of Directors in various meetings of the Board and its Committees; Effective participation in decision making process; Objectivity and independence;

Level of awareness and understanding of the Company?s business;

Professional conduct of the directors in various meetings of the Board and its committees; Compliance with the Code of Conduct of the Company; Ability to act in the best interest of the Company.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the Directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Listing Regulations.

This Vigil Mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. It is affirmed that no personnel of the company have been denied access to the Audit Committee.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has less than ten number of employees therefore the company is not required to constitute/ re-constitute Internal Complaints Committee (ICC), however if any case recorded in that case the reporting shall be made with Local Complaint Committee.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &

OUTGO

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However, the management is aware of the importance of conservation of energy and also reviews from time to time the measures taken/ to be taken for reduction of consumption of energy.

During the year, your Company was running successfully its embroidery unit in Gurugram comprising 4 computerized, high quality embroidery machines. The Company sold out the less efficient machines and in the process of phasing out the less efficient machines in the coming years.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign exchange earned : Nil Total Foreign exchange used : Nil

34. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND

RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. No. Particulars	Remarks
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	During the financial reporting period, remuneration of Rs. 9.60 lakhs are paid to Director and Key Managerial Personnel?s of the Company for the financial year 2024 2025.
2 The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.
3 The percentage increase in the median remuneration of employees in the financial year.
4 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
5 Affirmation that the remuneration is as per the remuneration policy of the Company
6 The number of Permanent employees on the Pay Rolls of the Company	6

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company. Nil

35. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report

36. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

37. WEBSITE OF THE COMPANY:

The Company maintains an updated website at https://www.rlfltd.com/ which serves as a comprehensive resource for stakeholders, including shareholders, investors, and the general. The website contains detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

38. MAINTENANCE OF COST RECORDS

The Company falls within the limits specified in Section 148 of the Companies Act, 2013 and rule 3 of the Companies (Cost Records and Audit) Rules, 2014 identifying the Companies who are required to keep Cost Records, undergo a Cost Audit, and submit a Cost Audit Report. Hence the provisions with respect to maintenance and submission of Cost Records and Cost Audit are not applicable to the Company.

39. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal financial controls have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Audit Committee reviews adequacy and effectiveness of Company?s Internal Controls and monitors the implementations of audit recommendations.

40. LISTING FEES

The Listing Fees for the financial year 2024-25 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ TRIBUNAL:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future,

However, during the year, BSE imposed a monetary penalty of 1,82,900/- on the Company. The Company subsequently submitted a waiver application to BSE, which was duly considered and accepted. Pursuant to the acceptance of the waiver request, the net amount payable was reduced to 11,800/-, which was paid by the Company on 15th July, 2025.

42. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT:

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

43. 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.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

44. MATERNITY BENEFIT

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the dedicated efforts and commitment of the employees of the Company at all level. Their contribution has been integral in enabling the Company to overcome the challenges and achieve its objectives. The Board also acknowledges the continued support received from the Company?s bankers and extends its gratitude to all stakeholders, including the vendors, customers, auditors, consultants, financial institutions, government bodies, dealers, and other business associates for their cooperation and support. The Board also deeply recognizes the trust and confidence placed by the consumers of the Company and the Members.