Rukmani Devi Garg Agro Impex Ltd Directors Report

Dear Members,

RUKMANI DEVI GARG AGRO IMPEX LIMITED

Your directors have immense pleasure in presenting their 27^th Directors Report on the business and operations of the Company together with Audited Financial Statements for the year ended on 31^stMarch, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS ON STANDALONE FINANCIAL STATEMENTS fin Lakhs)

PARTICULARS	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	32699.50	24437.53
Other Income	32.82	64.91
Total Income	32732.32	24502.44
Less: Total Expenses	23643.72	23643.72
Profit/(Loss) from ordinary activities before finance costs, exceptional items and Tax	1296.85	858.72
Less: exceptional items	273.57	182.77
Profit/(Loss) from ordinary activities after finance costs, exceptional items but before Tax	1023.28	675.95 i
Less: Taxation (including FBT & Deferred Taxation)	265.83	137.60
Net Profit / (Loss) after Tax & exceptional items	757.45	542.93

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FINANCIAL SUMMARY/HIGHLIGHTS ON CONSOLIDATED FINANCIAL STATEMENTS (in Lakhs)

PARTICULARS	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	32699.50	24437.53
Other Income	32.82	64.91
Total Income	32732.32	24502.44
Less: Total Expenses	23643.72	23643.73
Profit/(Loss) from ordinary activities before finance costs, exceptional items and Tax	1296.85	858.72
Less: exceptional items	273.57	182.77
Profit/(Loss) from ordinary activities after finance costs, exceptional items but before Tax	1023.28	675.95
Less: Taxation (including FBT & Deferred Taxation)	265.83	137.60
Net Profit / (Loss) after Tax & exceptional items	757.45	542.93

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR

The Company is engaged in trading and retailing of agriculture products. The company proposes to carry the same business in the future years also. The company has got assurance from its supplier (s) that there would be regular supply of the raw material during the year.

During the Financial year 2024-25 the Standalone Aggregate turnover and other Income is Rs 32732.32 Lakhs is more than as against Rs 24502.44 Lakhs. In the last year.

The standalone Net Profit after depreciation and Taxation was Rs 757.45 Lakhs.as against Rs. 542.93 Lakhs .in previous year. The net profit has increased in comparison with the previous year

TRANSFER TO RESERVES

Your Directors have not proposed to transfer any sum to the General Reserve. .

DIVIDEND:

In the interest of the Company no dividend has been recommended by the Board of Directors of the Company.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of Business of the Company during the financial year ended on March 31, 2025.The Company did not carry any new business activity during financial year under review.

MATERIAL CHANGES AND COMMITMENTS

In pursuance to Section 134(3) (1) of the Act, There are no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company as are follows:

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There was no change made in the financial statements or the Report in respect of three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

CAPITAL STRUCTURE

During the FY 2024-25 5 there is no change in Authorized share Capital stands at Rs. 1100 Lacs (Rupees Eleven Crore Only) and paid up equity share capital of the company stands at Rs. 650 Lacs(Rupees Six Crore Fifty Lakhs Only).

DETAILS OF EMPLOYEES STOCK OPTIONS

There are no employees stock options given by the company during the financial year 2024-25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act 2013.

As on the date of this report, the Board of Directors consist*: nf follnwinp dirertnrc-

Name of the Director	Designation	DIN	Date of appointment
1. Vishal Garg	Managing Director	00840692	24/06/2024
2. Anju Garg	Whole Time Director	02061437	24/06/2024
3. Lakshya Gupta	Chief Financial Officer	09850056	19/06/2024
4. Lalit Modi	Independent Director	07662769	05/03/2024
5. Priyanka Alwani	Independent Director	10532675	05/03/2024
6. Naresh Dutta Sharma	Independent Director	00158469	05/03/2024

Except aforesaid changes further no changes occurred in the KMP during the year under review. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors Mr. Lalit Modi (DIN. 07662769), Mrs. Priyanka Alwani (DIN: 10532675),and Mr. Naresh Dutta Sharma (DIN: 00158469) have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(l)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

DIRECTOR SEEKING-REAPPOINTMENT

Mr. VISHAL GARG (DIN: 00840692 ) who was appointed Managing Director on 24/06/2024 is liable to retire by rotation, being eligible, seeks reappointment. The Board recommends his reappointment.

BOARD MEETINGS

The meetings are convened by giving appropriate notice after obtaining approval of the chairman of the Board. Detailed agenda, management reports and other explanatory reports are circulated in advance for the proper and meaningful decisions at the meetings. The maximum interval between any two meetings did not exceed 120days.

During the year under review, 14 Board meetings were held.

Sr. No.	Date of meeting		Total No. of Directors on the Date of Meeting		No. of Directors attended		%of Attendance
1.	12/04/2024		5		2		40
2.	13/04/2024		5		2		40
3.	10/06/2024		5		2		40
4.	19/06/2024		5		5		100
5	05/08/2024		5		2		40
6	12/09/2024		5		5		100
7	29/09/2024		5		2		40
8	30/09/2024		5		2		40
9		31/10/2024		5		2		40
10		06/11/2024		5		4		80
11		12/11/2024		5		4		80
12		15/11/2024		5		2		40
13		28/02/2025		5		5		100
14		26/03/2025		5		2		40

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports issued by internal auditors of the company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Subsidiary Company: RDG Green Energy Private Limited

U19204RJ2024PTC092474 2nd FEBRUARY, 2024 100% Subsidiary

Joint Venture Nil

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the Financial statement of a companys subsidiaries is given as Annexure-I IN Form AOC-1

DEPOSITS

The Company has neither invited nor accepted or renewed any deposits from public within the meaning of Section 73-76 of the Companies Act, 2013, read with The Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

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

During the year under review, the company has not given Loans, corporate guarantees to other Company under the provisions of Section -186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The related party transactions entered by the Company are disclosed in the financial statements and they are on arm length basis and in the ordinary course of business therefore approval as referred under Section 188 of Companies Act 2013 is not applicable on these transactions. The Audit Committee of the Company has provided omnibus approval for the related party transactions on an annual basis.

Accordingly, particulars of contract or arrangements with related parties as referred to in sub-section (1) of section 188 of the Companies Act, 2013 along with the justification for entering into such contract or

arrangement is not required but for the requirement purposes, Company is disclosing the details of transactions in Form AOC-2 attached as Annexure no.-ll to the Board Report

Committees of the Board:

As on March 31, 2025, the Board had Five committees: The Audit Committee, The Nomination And Remuneration Committee, The Stakeholders Relationship Committee And The Corporate Social Responsibility Committee, The IPO Committee.

1. The Audit Committee

The Audit Committee of the Company comprises of two Independent and one Executive Director and is constituted in accordance with the requirements of provisions of Section 177 of the Companies Act, 2013.

During the year 2024-25, Six meetings of the Audit Committee were held. These meetings were held on 22.06.2024, 05.08.2024, 30.09.2024, 06.11.2024, 12.11.2024, 28.02.2025 which were attended by all the members of Audit Committee. The maximum time gap between any of the two consecutive meetings was not more than 120 days. The necessary quorum was present in all the meetings.

Composition:

The Chairman and the Members of the Committee are as under:

SNo.	Name of Director	Designation
1.	Mr. Lalit Modi	Chairman [Independent Director)
2.	Mrs. Priyanka Alwani	Member [Independent Director)
3.	Mr. Vishal Garg	Member [Executive Director)

The Company Secretary of the Company acts as Secretary of the Audit Committee.

2. Nomination And Remuneration Committee:

The constitution and terms of reference of the Nomination and Remuneration Committee are in accordance with and covers all the matters specified under Section 178 of the Companies Act, 2013.

During the year 2024-25, two meetings of the Nomination and Remuneration Committee were held. These meetings were held on 24.06.2024 and 28.02.2025

The composition of the Nomination and Remuneration Committee is given below:

Composition:

The Chairman and the Members of the Committee are as under:

S No.	Name of Director	Designation
1.	Mr. Lalit Modi	Chairman [Independent Director)
2.	Mrs. Priyanka Alwani	Member (Independent Director]
3.	Mr. Naresh Dutta Sharma	Member (Independent Director]

The Company Secretary of the Company acts as Secretary of the Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee

The constitution and terms of reference of the Stakeholders Relationship Committee are in accordance with and covers all the matters specified under section 178 of the Companies Act, 2013. Composition: The Chairman and the Members of the Company are as under:

SNo.	Name of Director	Designation
1.	Mrs. Priyanka Alwani	Chairman (Independent Director)
2.	Mr. Lalit Modi	Member (Independent Director)
3.	Mr. Vishal Garg	Member (Executive Director)

During the year2024-25, no meeting of the Stakeholders Relationship Committee was held, no complaints were received and redressed to the satisfaction of the shareholders. There are no pending complaints as on March 31, 2025.

The Company Secretary of the Company acts as Secretary of the Stakeholders Relationship Committee.

4. Corporate Social Responsibility fCSRl:

The Company average net profit of Rs.258.89 Lakhs [after tax of total of last three preceding years) The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. Also the company undertakes to spend at least 2% of the total average net profits derived in accordance with section 198 of the Companies Act 2013 in the areas around it where it operates.

During the year, the Company has spent Rs. 592000/- on CSR activities. The financial detail as sought by Companies Act 2013 for financial 2024-25 has been provided in Annexure- III.

During the year 2024-25, three meetings of the Corporate Social Responsibility Committee were held on dated 05.08.2024, 30.09.2024 and 05.02.2025. The composition of the Corporate Social Responsibility Committee is given below:

Composition

The Chairman and the Members of the Committee are as under:

Name of Director	Designation
Mr. Vishal Garg	Chairman (Managing Director)
Mr. Lalit Modi	Member (Independent Director)
Mrs. Anju Garg	Member (WTO)

The Company Secretary of the Company acts as Secretary of the Corporate Social Responsibility Committee.

5. IPO Committee

The constitution and terms of reference of the IPO Committee are in accordance with and to take all decisions and approve, negotiate, finalize and carry out all activities relating to the proposed initial public offering (the "Issue"), as it may, in its absolute discretion, deem fit and proper in the best interest of the Company.

Composition:

The Chairman and the Members of the Company are as under:

SNo.	Name of Director	Designation
1.	Mr. Vishal Garg	Chairman (Executive Director)
2.	Mr. Lalit Modi	Member (Independent Director)
3.	Mra. Anju garg	Member (Executive Director)

The Company Secretary of the Company acts as Secretary of the IPO Committee.

During the year2024-25, no meeting of the IPO Committee was held.

RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The policy is available on the Companys website atwww.rdgagro.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No such material legal decision was passed during the year by the regulators, courts, or tribunals that may affect the companys going concern status and future operations.

AUDITORS AND AUDITORS REPORT

M/s Sarupria Somani & Associates, Chartered Accountants, Udaipur, (Firm Registration Number: 010674C) were appointed as Statutory Auditors of the Company to hold office from the conclusion of Annual General Meeting of the Company held in the year 2024 till the conclusion of the Annual General Meeting of the Company to be held in the year 2028 to audit the accounts of the Company, on such remuneration as may be fixed by the Board of Directors of the Company.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The notes forming part of the accounts referred to in Statutory Auditors Report of the company are selfexplanatory and, therefore, do not call for any further explanation under the Companies Act. 2013.

Details in respect of frauds reported bv Auditors under section 143(1

During the year under review, there were no frauds reported by the auditors to the Audit Committee or Board under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Bharat Rathore &

Associates, Company Secretaries, Kota (FRN: S2018RJ589300) as Secretarial Auditor of the Company to carry out the Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report as received from the aforesaid Secretarial Auditors in Form MR-3 for the F.Y. 2024-25

The Secretarial Audit Report for the financial year ended 31st March, 2025 contains certain observations/ adverse remarks. The explanations/ comments of the Board on the said remarks are as attached in Annexure "IV" The Board assures that necessary steps are being taken to ensure compliance and to avoid such observations in future.

The Board has also re-appointed M/s Bharat Rathore & Associates, Company Secretaries, Kota as Secretarial Auditor to conduct Secretarial Audit of the Company for the F.Y. 2025-26.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors, on the recommendation of Audit Committee appointed M/s Mahipal Jain & Company, Chartered Accountants, (Firm Registration No. 007284C) as Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2024-25. The Board of directors in consultation with Audit committee has reappointed M/s Mahipal Jain & Company, Chartered Accountants, for Internal Audit of the financial year 2025-26.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the company during the financial year 2024-2025.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No process was initiated under the Insolvency and Bankruptcy Code, 2016 (2016), during the financial year 2024-25.

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

The company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence the requirement of disclosure in relation to the Conservation of Energy, Technology Absorption &

Foreign Exchange Earnings and outgo are not applicable to it.

The foreign exchange earnings and out go are as under:

Particulars	Amount
Foreign Exchange Earning	Nil

Foreign Exchange out go

Nil

EXTRACT OF ANNUAL RETURN

With the MCA notification dated 05th March, 2021 of the Companies (Management and Administration) Amendment Rules 2021, the erstwhile Rule 12 of the MGT Rules has been substituted to do away with the requirement of attaching the extract of annual return with the Boards report completely with effect from Financial Year 2020-21. Therefore, extract of annual return in form MGT-9 is not attached with the Board Report

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

The Company has adopted a policy on the prevention, prohibition, and redressal of sexual harassment in the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules made thereunder and the Rules made thereunder and authorized the Audit Committee of the Company for implementation of said policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25

Number of complaints pending at the beginning of the year : NIL

No. of complaints received during the year : NIL

Number of complaints disposed off during the year : NIL

Number of cases pending at the end of the year : NIL

POSTAL BALLOT

During the financial year 2024-25, there is no resolution passed through Postal Ballot.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors, had laid down internal financial controls to be followed by the company and that such internal Financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the Companys Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.