Rolcon Engineering Company Ltd Directors Report

To,

THE MEMBERS OF

ROLCON ENGINEERING CO. LTD.

Your Directors takes pleasure in presenting the 58 Annual Report together with the Audited Financial Statements (consolidated & standalone) and Auditors Report for the financial year ended March 31, 2025. The financial highlights for the year under review are given below:

(Amt. in Lakh except EPS)

	Standalone		Consolidated
Particulars	F. Y.	F. Y.	F. Y.	F. Y.
	2024-25	2023-24	2024-25	2023-24
Revenue	5828.77	5149.88	5828.77	5149.88
Other Income	80.81	306.56	80.81	306.56
Total Income	5909.58	5456.44	5909.58	5456.44
Expenses
Operating Expenditure	5325.14	4814.11	5325.14	4814.11
Depreciation and amortisation Expenses	144.19	123.32	144.19	123.32
Total Expenses	5469.33	4937.43	5469.33	4937.43
Profit Before Finance Cost and Tax	440.25	519.01	440.25	519.01
Finance Cost	14.24	7.54	14.24	7.54
Share of Profit/Loss of Associates	0	0	10.00	21.24
Profit Before Tax (PBT)	426.01	511.47	436.01	532.71
Tax Expenses	25.30	241.83	25.30	241.83
Profit After Tax (PAT)	400.71	269.64	410.71	290.88
Other Comprehensive Income
-Re-measurements of the defined benefit plans	3.08	(13.54)	3.08	(13.54)
-Equity instruments through other comprehensive income	67.16	35.75	67.16	35.75
-Fair value Changes on Investment of Associates Company	0	0	0.52	2.24
-Fair Value Changes in Investment	3.32	(53.04)	3.32	(53.04)
Profit For the year	474.26	238.81	484.78	262.29
Attributable to:
Shareholders of the Company	474.26	238.81	484.78	262.29
Opening Balance of retained Earning	1286.77	1085.30	1306.29	1083.29
Closing Balance of retained Earing	1675.68	1286.77	1706.92	1306.01
Equity share capital	75.60	75.60	75.60	75.60
Reserve	2478.47	2019.34	2512.48	2040.58
EPS (in Rs.)	53.00	35.67	54.33	38.88

PERFORMANCE

During the year, your Company has achieved considerable performance. Your Companys performance in detail has been discussed in detail in the ‘Management Discussion and Analysis Report. Management had no extraordinary impact and least adjustment requisite in the financial results of F.Y. 2024-25.

There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the year and date of this report. Further, there has been no change in the nature of business of the Company.

DIVIDEND

The Board of Directors of your Company has Recommend dividend @ 25%i.e. Rs. 2.5/- per equity share of Rs. 10/- for F.Y 2024-25. Dividend is subject to approval of members at the ensuing AGM and payable to those shareholders whose names appear in the Register of Members as on the Book Closure/Record Date

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2025.

SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorized share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Companys paid-up equity share capital stood at Rs. 75.60 lakh as on March 31, 2025.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Detail of the loan, Guarantees and investments covered under provision of section 186 of the company Act, 2013.

Particular	Amount
	(Rs. in Lakh)
Investment in mutual fund	335.15
Investment in Equity Instruments of Associates	235.99
Investment in Equity Instruments	0.08
Total Investment	571.22

DEPOSIT

Your Company has not accepted any Deposits under Chapter V of the Act during the year and as such, no amount of principal or Interest on Deposit from public is outstanding as on March 31, 2025.

IEPF

As per the Section 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividend of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, during the year your company has not transferred any amount of Dividend including Share to IEPF.

ASSOCIATE COMPANY

As on March 31, 2025, M/s. Sudeep Rub-Chem Private Limited is an Associate Company of the Company and Pursuant to the Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing silent features of the Financial Statements of the Companys Associate Company in form No. AOC 1 is attached in the Annexure-A. The Company does not have any other subsidiaries companies as defined in the companies Act 2013.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (LODR), Regulation, 2015, a Management and Discussion and Analysis report is given in the Annexure-B.

DIRECTORS and KMPs

Mr Mahesh H. Joshi, end his tenure as Independent Director on September 27, 2024.

Mr K K Seksaria, end his tenure as Independent Director on September 27, 2024.

Mr Nilesh D. Shelat, appointed as Independent Director as on August 28, 2024.

Mr Chandrakant Patel, appointed as Independent Director as on August 28, 2024.

The Board of the Company is duly constituted and none of the Directors of your company is disqualified as persection 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

All the Independent Directors have given Declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act,2013 and Regulation 25(8) of the Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Act and Companys Code of Conduct for Directors and Employees for the FY 2024-25.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (‘IICA) towards the inclusion of their names in the data bank and they meet the requirements of proficiency self- assess ment test.

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, qualified Key Managerial Personnel have been appointed.

BOARD EVALUATION

In Compliance with the provisions of the Companies Act, 2013, and Regulation 25(4)(a) of the SEBI Regulation, and Nomination and remuneration policy of the company, Annual Performance evaluation of the Board and its Directors was carried out on based of selected parameters. All the Board Members have evaluated the Performance of Board as whole, Individual Performance of each Board member and the Chairman, Managing Directorand Board Committees of the Company, considering the views of executive directors and non-executive directors.

In a separate meeting of the independent directors, performance of the independent and the non-independent directors was evaluated.

There are no such material observations which are carried by the Directors on evaluation of the Board. Further, in the view of previous years observation company has taken steps as suggested by the Directors.

MEETINGS OF BOARD AND COMMITTEES

The Board met 5(Five) times during the year, and the intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI. The Details of the meetings of Board of Directors, Audit Committee and Nomination & Remuneration Committee held for the F.Y. 2024-25 are given in

Annexure-C.

i) AUDIT COMMITTEE

The Audit Committee helps Board monitor the managements financial reporting process and ensures that disclosures are accurate, timely and at highest level. It also oversees the Work of internal and independent Auditors. During the year under review, all recommendations made by the AuditCommittee were accepted by the Board.

Audit Committee is formulated by the Company with the following Composition;

1. Shri Kiran M. Patel Chairman of the Audit Committee

2. Shri Ashish S. Amin Member of the Audit Committee

3. *Shri Wolfgang Fuchs Member of the Audit Committee

4. **Shri Mahesh H. Joshi Member of the Audit Committee

*Shri Wolfgang Fuchs, Independent Director, has been included in the audit committee on August 28, 2024.

**Shri Mahesh H. Joshi, end his tenure as Independent Director on September 27, 2024.

ii) N O M I N AT I O N & R E M U N E R AT I O N COMMITTEE AND POLICY

Our Nomination & Remuneration Committee is formulated by the Company with the following Composition;

1. Shri Kiran M. Patel Chairman of the N & R Committee

2. Dr Arpita A. Amin Member of the N & R Committee

3. *Smt. Harshila H. Patel Member of the N & R Committee

4. **Shri Mahesh H. Josh Member of the N & R Committee

*Smt. Harshila H. Patel, Independent Director, has been included in the N & R Committee on August 28, 2024.

**Shri Mahesh H. Joshi, end his tenure as Independent Director on September 27, 2024.

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The detailed remuneration policy is available on the companys website: http://rolconengineering.com/Images/Policies-pdf/Nomination-Remuneration.pdf

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013, and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on February 9,

2024.

The Independent Directors at the meeting, inter alia, reviewed the following:-

Performance of Non-Independent Directors and Board as a whole.

Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

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

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge, belief and according to the information and explanations obtained by them, your directors make the following statements in the terms of the section 134(3)C and 134(5) of the Company Act, 2013:

a) That in the preparation of the Annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That such accounting policies have been selected and applied consistently and judgment and estimates have been made 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 of the Company for the year ended on that date; c) That Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013, and for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities; d) That the Annual Accounts have been prepared on a going concern basis; e) That the proper internal financial controls were in place and that the financial control were adequate and were operating effectively; f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The policy was amended by the Board of Directors on March 31, 2025, to incorporate the new requirements introduced under the SEBI Listing Regulations.

All related party transactions that were entered into during the financial year were on at arms length basis and were in the ordinary course of business. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders approval under the Listing Regulations.

All the related party transactions were placed before the Audit Committee for prior approval or omnibus approval, as case may be. Approval and consideration of the Audit Committee and board were obtained on a quarterly basis for the transactions which were of a foreseen and repetitive nature, if any.

Hence, No such contract or arrangement with Related Parties referred to in Section 188 (1) of the Act entered by the Company during the year which required to be disclosed in Form AOC-2.

The policy on Related Party Transactions is hosted on the companys website: http://rolconengineering.com/Images/Policies-pdf/Related-Party-Transaction.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLOCY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any in line with the provisions of Section 177(9) and 177(10) of the Act and Regulation 22 of the Listing Regulations to enable the stakeholders, including directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of directors or employees who avail of the mechanism. The Details of the Policy are available on the companys website: http://rolconengineering.com/Images/Policies-pdf/Whistle-Blower-Policy-NEW.pdf

CODE OF CONDUCT

The Board has framed and approved code of conduct for Board of Directors and senior management of the company in Compliance with Regulation 17(5) of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015. Details of the Policy are available on the companys website: https://rolconengineering.com/Images/Policies-pdf/Code-Conduct.pdf

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of the Listing Regulations, The Company has been consciously following risk management. The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Company has been consciously following a policy of risk mitigation by diversifying its products, services, markets and customers. The Company has a system based approach to business risk management backed by strong internal control systems. A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk managements processes may need to be improved. The Management has reviewed the risk identified by the Audit Committee and the Board of the Company periodically. As already mentioned the Company adopts the policy of risk diversification by broadening its market and customer base. Risk Management policy can be accessed on the Companys website at the link: http://rolconengineering.com/Images/Policies-pdf/RISK-MANAGEMENT-POLICY.pdf

INTERNAL FINANCIAL CONTROLS

Adequate internal financial controls are in place which ensures the reliability of financial and operational information. The regulatory and statutory compliances are ensured to enables the business processes and also ensures financial discipline and fosters accountability.

INTERNAL AUDITOR

Shri Kanchanlal M. Parikh (M.No. 008539), Chartered Accountant, who is our internal auditors have carried out internal audit for the FY 2024-25. Their reports were reviewed and Considered by the Audit Committee.

AUDITORS

At the 52 AGM held on July 16, 2019, the Members had appointed M/s JHS & Associates-LLP, CharteredAccountants (133288W/W100099), as Statutory Auditors of the Company to hold office for a period of five (5) years from the conclusion of that AGM untilthe conclusion of the 57 AGM (F.Y. 2023-24). The Second term of the M/s JHS & Associates-LLPconcluded at the 57 AGM held on September 27, 2024. Pursuant to Section 139 of the Companies Act, 2013, and on the recommendation of the Audit Committee and the Board of Directors, shareholders at their meeting held on September 27, 2024, the Members had appointed M/s HTA AND ASSOCIATES, Chartered Accountants (FRN: 120457W), as Statutory Auditors of the Company to hold office for a period of five (5) years from the conclusion of that AGM until the conclusion of the62 AGM (F.Y. 2028-29).

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report for the F.Y. 2024-25.

COST AUDIT & RECORDS

As per Companies (Cost Records and Audit) Rules, 2014, accordingly, cost records have been maintained by the Company. However, applicability of cost records audit do not apply to the company as per rule 3(B) of the said rule.

SECRETARIAL AUDIT

In accordance with Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and in terms of regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has appointed M/s. Kiran Vaghela & Associates, practicing Company Secretaries as the Secretarial Auditors of the Company.

The Secretarial Auditors Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report, provided M/s. Kiran Vaghela & Associates, Practicing Company Secretaries, in Form No. MR-3, is annexed to this Report as Annexure - D.

The Secretarial Auditors Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

In terms of amended Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company proposes to appoint M/s. Kiran Vaghela & Associates, a peer reviewed firm of Company Secretaries in Practice as the Secretarial Auditors of the Company to hold office for a period of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

Your directors recommend that the proposed resolution relating to the appointment of Secretarial Auditors to be passed by requisite majority in ensuing AGM.

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNUAL SECRETARIAL COMPLIANCE REPORT

As per BSE circular LIST/COMP/12/2019-20 dated May 14, 2019, the company is claiming exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015, accordingly, company is not required to submit Annual Secretarial Compliance Report to the stock exchange.

CORPORATE GOVERNANCE

The Company as per SEBI circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11,2023, did not fall under the criteria specified under SEBI Circulate CIR/CFD/POLICYCELL/7/2014, and Regulation 15(2) contained in Chapter IV to SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 dated 2 nd September, 2015.

As, Paid-up Equity Share Capital and Net Worth of previous three financial years was also below specified limits as mentioned above, except immediately preceding Financial Year, net worth was above 25 crore, although the conditions specified in Regulation 15(2)(a) contained in Chapter IV to SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 do not fulfilled.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The information on Conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E.

DETAILS OF ORDER PASSED BY THE REGULATORS

There were no significant and/or material orders passed by the regulators or courts or Tribunals during FY 2024-25, impacting the Going Concern Status and Companys Operation in the future.

MAJOR EVENTS/MATERIAL CHANGES OCCURRED DURING THE YEAR AND TILL THE DATE OF THIS REPORT

There are no Material Changes and Commitments affecting financial position of the Company occurring after end of financial year till the date of Boards Report.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments occurred between the end of the financial year to which the financial statements relate and the date of this report that affect the financial position of the company.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the weblink: http://rolconengineering.com/Annual-Return.aspx

PARTICULARS OF EMPLOYEES

There is no employee whose details is required to be disclosed pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has safe and healthy work environment that enables its employees to work without fear, prejudices, gender bias and Sexual harassment and also set up guideline in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further, Your Company has in place a Sexual Harassment Prevention and Grievance Handling Policy in line with the requirement of the provision of the Act. Company has not received any complaint during the financial year.

Detailed Reporting on Sexual Harassment Complaints:

The number of sexual harassment complaints pending on April 1, 2024	0
The number of sexual harassment complaints received during the year	0
The number of such complaints disposed of during the year.	0
The number of cases pending for a period exceeding ninety days.	0

Web link: http://rolconengineering.com/Images/Policies-pdf/SEXUAL-HARASSMENT-POLICY.pdf

MATERNITY BENEFIT COMPLIANCE

During the year Company has complied with the provisions of the Maternity Benefit Act, 1961

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for overwhelming co-operation and assistance received from investors, customers, business associates, bankers, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve growth.

For and on behalf of Board of Directors of

Rolcon Engineering Company Limited

Sd/-

Suresh H. Amin

Chairman & WTD

DIN: 00494016

Vallabh Vidyanagar

May 16, 2025.