Rockingdeals Circular Economy Ltd Directors Report

To, The Members of

ROCKINGDEALS CIRCULAR ECONOMY LIMITED

Your Directors are pleased to present the 23 rd Annual Report on the business and operations o Rockingdeals Circular Economy Limited (the Company or RDCEL) along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY

The Companys standalone financial performance for the year ended 31 st March, 2025 is summarized as below:

( In Lakhs)

	Financial Year ended		Financial Year ended
Particulars	31 st March 2025		31 st March 2024
	Standalone	Consolidated	Standalone	Consolidated
Revenue from operations	5543.51	5543.51	4956.12	4956.12
Other Income(net)	10.63	10.85	29.38	29.38
Total Income	5554.15	5554.36	4985.49	4 985.
Less:
Operating & Administrative expenses	4493.02	4503.62	4204.27	4204.27
Profit Before Depreciation	1061.13		781.22
		1050.74		781.22
Interest & Tax
Less:
Depreciation and amortization	254.62	2 5	4.62	2 6
expense
Finance cost	54.28	54.28	30.60	30.60
Profit before exceptional item	752.23	741.85	724.04	724.04
and tax
Exceptional item	-			-
Profit before tax (PBT)	7	5 2	.	2
+/- Tax expense:
Current Tax	234.04	234.04	188.00	188.00
Deferred Tax	(25.96)	(25.96)	15.27	15.27
Profit after tax for the year	544.15	533.77	520.77	5 2
(PAT)
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The Companys Revenue from Operations on a Standalone basis for FY 2024 25 was 5543.51 Lakhs as against 4956.12 Lakhs in the previous year. The Profit before Depreciation Interest and tax is 752.23 Lakhs as compared to 724.04 Lakhs in the previous year. The Net Profit for the year stood at 544.15 Lakhs as compared to 520.77 Lakhs for the previous year. The Earning per Share has declined to 9.62 as against 11.72 in the Previous Year.

The Companys Revenue from Operations on a Consolidated basis for FY 2024 25 was 5543.51 Lakhs as against 4956.12 Lakhs in the previous year. The Profit before Depreciation Interest and tax is 741.85 Lakhs as compared to 724.04 Lakhs in the previous year. The Net Profit for the year stood at 533.77 Lakhs as compared to 520.77 Lakhs for the previous year. The Earning per Share has also declined to 9.43 as against 11.72 in the Previous Year.

3. SUBSIDIARY / ASSOCIATE COMPANY / JOINT VENTURE

The Company does not have any Associate or Joint Venture Company as on 31 st March, 2025.

The Company has two wholly owned subsidiary company named Rocking Deals General Trading LLC in Dubai incorporated on 09 th October, 2024 and Sustainquest Private Limited incorporated as per Companies Act, 2013 on 06 th September, 2024.

During the financial year and as on the date of this Report, there are no material subsidiaries of the Company.

4. DIVIDEND

Keeping in view future growth opportunities, your directors consider it prudent to plough back the profits and not to recommend any dividend for the financial year 2024-2025.

5. RESERVES

The Company has not transferred any amount to its reserves, the details in respect of which can be verified from the audited financial statement forming part of this report.

6. SHARE CAPITAL

A. Authorized Capital

During the Financial year, the Company has increased its authorized share capital from Rs. 5,73,00,000/- (Rupees Five Crores and Seventy-Three Lakhs only) divided into 57,30,000 (Fifty-Seven Lakhs and Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each by the creation of additional 12,70,000 (Twelve Lakh Seventy Thousand Only) equity shares of Rs. 10/- (Rupees Ten only) eachin the Extra-ordinary General Meeting 03 rd February, 2025.

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As on 31 st march, 2025, the company has authorized share capital of Rs. 7.00 Crores, divided into 70,00,000 Equity shares of Rs. 10 each.

B. Issued/Subscribed/Paid up Capital

The issued/Subscribed/Paid Up Capital share capital of the Company is 5,65,90,000 (Rupees Five Crore Sixty-Five Lakh Ninty Thousand Only), comprising 56,59,000 equity shares of face value 10/- each .

7. COMPOSITION OF BOARD

The Board of Directors of the Company has an optimum composition of Executive, Non-Executive and Independent Directors in compliance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. As on March 31, 2025, Board of Directors comprise of 5 Directors out of which 1 is Executive Director, 2 are Non-Executive Non-Independent Woman Director and 2 are Non-Executive Independent Directors which is in compliance with the provisions of Companies Act, 2013. All Independent Directors are eminent persons and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company. Following persons comprise the Board :

Category	Name of Director
Executive Directors	Mr. Aman Preet
Non-Executive Non-Independent Director	Mrs. Kulbir Chopra
	Mrs. Avneet Chopra
Non-Executive Independent Director	Mr. Ravtej Singh Teer
	Mr. Prabhkamal Singh Sahni

8. DECALARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from Mr. Ravtej Singh Teer and Mr. Prabhkamal Singh Sahni , Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the Management.

9. KEY MANAGERIAL PERSONNEL

Changes in KMP:

Following persons are the Key Managerial Personnel of the Company as on March 31, 2025 pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under: rd i) Mr. Aman Preet - Managing Director ii) Mr. Jitender - Chief Financial Officer v) Ms. Deepika Dixit - Company Secretary and Compliance Officer

During the year, Mr. Jitender Verma, was appointed as the Chief Financial Officer of the Company w.e.f. June 01, 2024.

Further, after the financial year ending March 31, 2025 Mr. Jitender Verma, Chief Financial officer of the Company, resigned with effect from April 25,2025. Subsequent to his resignation, Mr. Aman Preet was appointed as the Chief Financial officer of the Company with effect from June 01, 2025.

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association o f the Company, Mrs. Avneet Chopra (DIN: 08390596), Non-Executive Director of the Company, is liable to retire by rotation at ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment. Profile of the Director seeking re-appointment is given in the Statement under Section 102 of the Companies Act, 2013 to the Notice of the ensuing AGM of the Company.

10. BOARD MEETINGS

The Board of Directors met 6 times during the year i.e. on 29.05.2024, 06.09.2024, 14. 08.01.2025, 21.03.2025 and 29.03.2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The attendance of each director in the respective Board Meetings is as follows:

S.No.	Name of Director	No. of Meeting Held	No. o f Meeting attended
1	Aman Preet	6	6
2	Kulbir Chopra	6	1
3	Avneet Chopra	6	1
4	Tarun Goel	6	1
5	Prabhkamal Singh Sahni	6	6
6	Ravtej Singh Teer	6	6

Further, the Independent Directors of the Company also met twice during the year on May, 29, 2024 and 21st March, 2025; without the presence of Executive Directors, to review the performance of the Executive Directors and that of the Board as a whole.

11. GENERAL MEETINGS:

During the period under review, the Annual general meeting of the company was held on 30 rd th September, 2024. The company also had One (1) Extraordinary General Meetings on 03.02.2025.

12. COMMITTEES OF THE BOARD & THEIR MEETINGS

With a view to have more focused attention on business and for better governance and accountability; the Board has the following mandatory committees:

1. Audit Committee

2. Nomination and Remuneration Committee 3 . Stakeholders Relationship Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review. The Minutes of the Committee Meetings are sent to all members of the Committee individually and tabled at the Board Meetings. Following are the details of Board Committees;

1. Audit Committee

As on the financial year ended March 31, 2025; Audit Committee of the Company comprises of two Independent Directors and one Executive Director with Chairman being an Independent Director as required under Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the Financial Year 2024-25, Members of Audit Committee met 5 times. Audit Committee Meetings held on 29.05.2024, 06.09.2024, 14.11.2024, 08.01.2025 and 21.03.2025 . The representatives of Statutory Auditors & Internal Auditors, Executives from Accounts & Finance Department are invited to the meetings of the Committee, as and when required. The Internal Auditor reports directly to the Committee. The Company Secretary acts as the Secretary of the Committee. The composition of Audit Committee as on March 31, 2025 and the details of Members attendance at the meetings of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	5
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	5
Mr. Aman Preet	Member (Executive Director)	5

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of two Independent Directors and an Executive Director with the Chairman being an Independent Director which meets with the

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requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Committee.

The members of Nomination and Remuneration Committee met 2 time during the Financial Year 2024-25 on 29.05.2024 and 06.09.2024 The composition of Nomination and Remuneration Committee as on March 31, 2024 and the details of Members attendance at the meeting of the Committee are as under:

Name of Members	Category	Meetings
		attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	2
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	2
Mr. Aman Preet	Member (Executive Director)	2

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Members, out of which two are Independent Directors and one is Executive Director with Chairman being an Independent Director. The composition of the Committee meets with the requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Committee.

During the Financial Year 2024-25, the Committee met 2 time on 29.05.2024 and 14.11.2024 and the details of Members attendance at the meetings of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	2
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	2
Mr. Aman Preet	Member (Executive Director)	2

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

CSR is commitment of the Company to improve the quality of life of the community and society at large and an initiative to assess and take responsibility for the companys effects on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society.

During the Financial Year 2024-25, the Committee met 2 time on 29.05.2024 and 21.03.2025 and the details of Members attendance at the meetings of the Committee are as under:

	Name of Members	Category	Meetings
			attended
	Mr. Ravtej Singh Teer	Chairman (Independent Director)	2
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	Mr. Prabhkamal Singh Sahni	Member (Independent Director)	2
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Your Company being listed on SME Exchange "NSE Emerge" is exempt under Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, pursuant to the provisions of section 134(3)(p) of Companies Act, 2013, the Board has carried out annual evaluation of the performance of the Board, its Committees and of individual directors based on devised criteria. Furthermore, in a separate meeting of Independent Directors performance of the Non-Independent Directors and the Board as a whole was also reviewed.

The Company has devised a policy naming (Policy on Nomination & Remuneration and Board Diversity) for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes the criteria and process for the performance evaluation of the Executive/ Non-executive Directors, Committees and the board as a whole. The policy is available on the website of the Company i.e. ( https://rdcel.com/investor-relations/ ).

The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter-se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy. The Directors expressed their satisfaction with the evaluation process.

14. REMUNERATION POLICY

The Company has a Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors qualification, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and is available on the Companys Website ( https://rdcel.com/investor-relations/ ).

15. RISK MANAGEMENT

The Company has business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company at various levels including the documentation and reporting. Audit Committee of the Company has been entrusted with responsibility to assist the Board in following matters:

(a) Overseeing the Companys Risk Management process and controls, risk tolerance and Capital Liquidity and funding

(b) Setting Strategic plans and objectives for Risk Management and review of Risk Assessment of the Company (c) Review of the Companys risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, product risk and reputational risk as well as the guidelines and processes for monitoring and mitigating such risks.

During the period under review, the Company has not identified any element of risk which may threaten its existence or are very minimal.

16. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or

suspected fraud or violation of the Companys Code of Conduct. This Policy provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy of Vigil Mechanism is available on the Companys Website ( https://rdcel.com/investor-relations/ ).

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has given its property on mortgage as a capacity in Guarantor in favour of company i.e. M/s Rockingdeals Private Limited on the terms and conditions. However, after the end of Financial Year, the loan with respect to which corporate guarantee was given is repaid now.

Further, the details of the investments made by the Company are stated in the notes to audited financial statements.

18. INTERNAL FINANCIAL CONTROLS SYSTEM

The internal control systems commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies.

The company has appointed Internal Auditors and the scope & authority of Internal Audit Function is defined in the appointment letter issued to the Internal Auditors. In order to maintain its objectivity and Independence, the internal auditor reports directly to the Chairman of the Audit Committee. Based on the report of the Internal Audit the Company undertakes corrective action in the respective reported areas of concern thereby strengthening the Internal Controls.

The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings and recommendations, adequacy of internal controls and compliance with accounting policies and regulations.

19. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 125 of Companies Act, 2013.

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20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

21. HUMAN RESOURCES

The Company believes that people are its most valuable assets. To this extent, the Company provides a fair and inclusive environment that promotes new ideas, respect for the individual and equal opportunity to succeed. Experience, merit and performance, leadership abilities, strategic vision, collaborative mindset, teamwork and result orientation are actively promoted and rewarded through an objective appraisal process.

The number of people employed as on March 31, 2025 was 263 (March 31, 2024 was 142). Your Company wishes to put on record its deep appreciation of the co-operation extended and efforts made by all employees.

22. CORPORATE SOCIAL RESPONSIBILITY

A brief outline of the Corporate Social Responsibility (CSR) Policy as recommended by the CSR Committee and approved by the Board of Directors of the Company, and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this Report in the prescribed format.

The said Policy is available on the Companys website and can b e accessed by weblink https://www.rdcel.com .

23. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 (12) of Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ANNEXURE-II to this Report.

24. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

The Company has changed its Registered Office from the National Capital Territory of Delhi to the State of Haryana. The Registered Office of the Company has been shifted from: Shop Kh No 424 Basement, Ghitorni, Gadaipur New Delhi, Delhi-110030 to 12/3 Milestone, Near Sarai Metro Station, Mathura Road, Faridabad- 121003, Haryana with effect from 21 st August, 2025.

25. AUDITORS AND THEIR REPORT

Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013, read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s AKAR & Associates, Chartered Accountants, (FRN: 003753N) Delhi, were re-appointed as the Statutory Auditors of the Company for a term of 5 consecutive years in the 22 nd Annual General Meeting held on September 30, 2024 till the conclusion of the 27 th Annual General Meeting. As well as they were first appointed in the Annual General Meeting held on September 30, 2019 till the conclusion of the 22 nd Annual General Meeting

Based on the recommendation of the Audit Committee, your Board at its meeting held on September 06, 2024 has proposed to reappoint M/s AKAR & Associates, Chartered Accountants, (FRN: 003753N) Delhi, as the Auditors of the Company to hold the office from the conclusion of the ensuing 22 nd AGM until conclusion of the 27 th AGM of your Company to be held in the year 2027.

They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the provisions of Regulation 33 of the Listing Regulations.

Audit Report

The Auditors Report for financial year ended 31st March 2024, does not contain any qualification, reservation or adverse remarks. All observations made in the Independent Auditors Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year under review.

The Auditors report is enclosed with the financial statements in this Directors Report.

Internal Auditor

M/s Ankur V Goel & Associates, Chartered Accountants, has been appointed as the Internal Auditors to perform the Internal Audit of the Company for the Financial Year 2024-25. The Audit Committee of the Board in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

Secretarial Auditor

The Board had appointed M/s Apoorv & Associates, (Firm Registration/Unique Number: S2018UP633000 and Peer Review Number 4064/2023) to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024.

The Secretarial Audit Report for the Financial Year ended March 31, 2025 annexed herewith is marked rd as Annexure III to this Report. Following observation has been made by the Secretarial Auditor in his report:

Observation No. 1- . During the audit period, it was observed that the Company did not file the statutory returns pertaining to Employees State Insurance (ESI) and Provident Fund (PF) within the prescribed timelines as mandated under the Employees State Insurance Act, 1948, and the Employees Provident Funds and Miscellaneous Provisions Act, 1952.

Observation No. 2- As per Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with NSE circular Ref. No. NSE/CML/2023/74 dated October 17, 2023, the listed entity shall submit to the stock exchange, within 2 working days of conclusion of its General Meeting or last date of voting in case of Postal Ballot, details regarding the voting results in the format specified by the Board. However, Company has convened EGM on Feb 03, 2025 but voting results submitted to Stock Exchange on 06/02/2025 at 14:43:51. Exchange has imposed a fine of Rs. 11,800/- on the Company.

Observation No. 3- During the year under review Company has borrowed money from banks as per Section 179 (3) (d) of the Companies Act, 2013 Company is required to file MGT-14 however Company has not filed MGT-14 till the signing of this Report.

Observation No. 4- During the year under review, Company has incorporated a wholly owned subsidiary company in Dubai i.e ROCKING DEALS GENERAL TRADING L.L.C however we have not received any docs which clarify that investment made through automatic route or approval route and we have not received any documents which are required to be submitted with AD Bank FC (ODI Form)

Response to Secretarial Audit Observation

1. Managements Reply to Observation No. 1- The Company acknowledges the lapse and is taking necessary steps to rectify the error. The Board assures that adequate measures are being implemented to strengthen internal compliance mechanisms and avoid recurrence of such oversights in the future.

Managements Reply to Observation No. 2- The issue occurred due to a technical error, for which we had also communicated with the National Stock Exchange (NSE) via email and submitted a request for waiver of the penalty. However, the request was declined, and accordingly, the penalty amount has been duly paid to the NSE.

Managements Reply to Observation No. 3- The Company acknowledges the lapse and is taking necessary steps to rectify the error. The Board assures that adequate measures are being implemented to strengthen internal compliance mechanisms and avoid recurrence of such oversights in the future.

.Managements Reply to Observation No. 4- During the year under review, the Company has proposed to make an Overseas Direct Investment (ODI). However, as the investment has not yet been executed, the filing of the prescribed ODI Forms with the Authorised Dealer Bank and the Reserve Bank of India (RBI) is currently under process and will be undertaken in compliance with applicable regulations at the appropriate stage. The Company is ensuring adherence to all procedural and regulatory requirements in this regard. rd

Cost Audit

The provisions of Section 148 of the Companies Act 2013 read with the Companies (Cost and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

25. CHANGE IN THE NATURE OF BUSINESS

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

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgorequired to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY ;	The Corporation is taking due care for using electricity in the o ffice and its sites. T he
: the steps taken or impact on conservation of energy	Corporation usually takes care for optimum energy utilization of energy. We are trying to minimize use of energy by using good rated and energy efficient appliances in the Company.
the capital investment o n conservation equipments;
the steps taken by the company for utilizing alternate sources of energy;
B) TECHNOLOGY ABSORPTION: the efforts made towards technology absorption;	NIL
the benefits derived like p improvement, cost reduction, product development or import substitution;	roduct NIL
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over the expenditure incurred on Research and rd Development	NIL
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	NIL

27. ANNUAL RETURN

The draft Annual Return of the Company for the year ended on March 31, 2025 as approved by the Board is available on the Companys website www.rdcel.com Please, also note that in accordance with the provisions of the Companies Act, 2013, the final annual return will be hosted on website of the Company at the given link after the conclusion of AGM and requisite certifications.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis

All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of related party transactions for the year under review are given in Form AOC-2 as Annexure IV to this report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of "Sexual Harassment" at workplace. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as of 31st March, 2025.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2024-25, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	NIL
Number of complaints received during the financial year	NIL
Number of complaints disposed off during the financial year	NIL
Number of complaints those remaining unresolved at the end of the financial year	NIL

30. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) That in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departures;

ii) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit and loss of the company for the period ended on March 31, 2025;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the annual financial statements have been prepared on a going concern basis;

v) That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

31. CORPORATE GOVERNANCE

Your Company is committed to maintain good Corporate Governance practices and is committed to the highest standards of compliance. Pursuant to the Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in the Regulations 17 to 27 and clauses (b) to (i) & (t) of Regulations 46(2) and Para C, D, rd and E of Schedule V shall not apply to the Company, as the securities of the Company are listed on the

SME Exchange (EMERGE platform NSE). Therefore, the Corporate Governance Report is not applicable to the Company.

32. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies Act 2013.

b) Issue of equity shares with differential right as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Plan referred to in this Report.

d) No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Companys operation in future.

e) No fraud has been reported by the Auditors to the Audit Committee or the Board.

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

No application was made and no proceedings are pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

35. DIFFERENCE IN VALUATION

During the year under review, no such settlement was taking place.

36. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with the workers and employees at all levels.

37. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has already a Code of rd Conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated persons of the Company. The details of Insider Trading Policy is available on the website of the Company at https://rdcel.com/investor-relations/

The code requires trading plan, pre-clearance for dealing in the Companys shares by the Directors and designated persons while in possession of UPSI in relation to the Company and during the period when the trading window is closed. However, there were no such instances in the Company during the year 2024-2025.

38. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct and Our Code (the Codes) applicable to the Directors and employees. The Codes give guidance and support needed for ethical conduct of business and compliance of law.

The Codes reflect the core values of the Company viz. Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence. A copy of the Code of Conduct and Our Code are available on the website of the Company at www.rdcel.com . The Codes have been circulated to the Directors and Senior Management Personnel and its compliance is affirmed by them annually.

39. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on www.rdcel.com

40. STATEMENT ON MATERNITY BENEFIT COMPLIANCE

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, the Company is committed to ensuring full compliance with the applicable laws concerning maternity benefits for its women employees. During the year, no woman employee was entitled for maternity benefit

41. ACKNOWLEDGEMENT

Your Directors wish to place on record its sincere appreciation for the assistance and co-operation extended by the employees at all level, customers, vendors, bankers and other associates and look forward to continue fruitful association with all business partners of the company. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company. Our consistent growth is only possible because of their hard work, solidarity, co-operation and support.

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For and on behalf of the Board of Directors of Rockingdeals Circular Economy Limited

	(Aman Preet)	(Kulbir Chopra)
Place: Delhi	Managing Director	Director
Date: September 06, 2025	DIN: 00140021	DIN: 03193553