Rungta Irrigation Ltd Directors Report

To,

The Members

Your Directors have pleasure in presenting the Integrated 41^st Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for the year ended 31st March, 2025 is summarized below: -

Particulars	Current Year ended 31.03.2025	Previous Year ended
		31.03.2024
Net Revenue	21,934.92	14,877.30
Add: Other operating income	200.57	385.67
Total Income	22,135.49	15,262.97
Profit before Interest, Depreciation, Exceptional items & Taxation		-
Less: Depreciation	231.68	199.78
Add: Exceptional items (Net)		-
Profit /(Loss) before Tax	881.97	761.33
Less: Tax expenses (Net)	259.59	196.27
Profit after Tax/(Loss)	622.38	565.06
(Less)/Add: Other Comprehensive Income	3.15	(3.66)
Total Comprehensive Income	625.53	561.40

2. STATE OF COMPANYS AFFAIR

Operating Results and Profits

During the financial year ended March 31, 2025, the Company recorded a significant improvement in its financial performance. The total income stood at 22,135.49 lakhs, reflecting a growth of approximately 45% over the previous years income of 15,262.97 lakhs. The Profit Before Tax increased to 881.97 lakhs from 761.33 lakhs in the previous year, demonstrating robust operational performance. The Profit After Tax for the year amounted to 622.38 lakhs, as compared to 565.06 lakhs in the preceding year. After accounting for Other Comprehensive Income of 3.15 lakhs, the Total Comprehensive Income stood at 625.53 lakhs, as against 561.40 lakhs in the previous year. The consistent growth in revenue and profitability reflects the

Companys continued focus on operational efficiency and sustainable business practices.

During the financial year under review, the Company continued to operate in the domain of water-efficient agricultural solutions, primarily focusing on the manufacture and distribution of pipe-based sprinkler irrigation systems. The Company remained committed to supporting sustainable farming practices by providing cost-effective and durable irrigation solutions, particularly suited to small and medium-scale farmers.

The overall outlook for the sector remains positive, supported by government policies and increasing awareness of sustainable farming practices. The Company is confident of leveraging these trends to achieve further growth in the coming years through innovation, rural market focus, and operational excellence.

3. PLANT LOCATIONS

UNIT-1

C-165, Industrial Area,

Bulandshahr Road, Ghaziabad, Uttar Pradesh

UNIT-2

Plot No. F-3-2-1, Village Adavipolam, District Yanam, Puducherry

UNIT-3

Industrial Plot N-18, Sector Ecotech-11,

Greater Noida, Gautam Buddha Nagar, Uttar Pradesh

4. DIVIDEND

The Board has approved a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the Companys website: https://www.rungtairrigation.in/wp-content/uploads/2024/09/Dividend Distribution-Policy-Final-Website.pdf

In view of the need to conserve resources, the Board has decided to retain and plough back the profits into the business. Accordingly, no dividend is recommended for the financial year 2024 25.

5. TRANSFER TO RESERVES

During the financial year under review, no amount has been transferred to reserves.

6. SHARE CAPITAL

As on March 31, 2025, the Companys paid-up share capital stood at 19,92,34,820, divided into 1,99,21,783 equity shares of 10 each (excluding 3,828 partly paid-up shares pending forfeiture).

During the year under review, the Company completed the forfeiture of 614 partly paid-up shares.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business.

8. SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

During the period under review, there were no subsidiary, joint venture or associated Company of Rungta Irrigation Limited.

9. RISK MANAGEMENT

The constitution of a Risk Management Committee has been made applicable by SEBI vide its Notification dated 5th May, 2021 wherein it has made it mandatory for top 1000 listed entities on the basis of market capitalization as on close of previous financial year to have Risk Management Committee.

Accordingly, the Company does not have Risk Management Committee as it is not applicable on your company and there is no risk which may threaten the existence of the Company as a going concern.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

11. HUMAN RESOURCES

Please refer to the paragraphs on Human Resources / Industrial Relations in the Management Discussion & Analysis section for detailed analysis.

12. BOARD DIVERSITY AND POLICY ON APPOINTMENT AND REMUNERATION OF

DIRECTORS

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 ("the Act") and

Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Remuneration Policy for the appointment and remuneration of Directors, Key Managerial Personnel (KMP) and other employees. The policy also lays down the criteria for determining qualifications, positive attributes, and independence of a Director as required under Section 178(3) of the Act.

The Company strongly believes that building a diverse and inclusive culture is integral to its long-term success. A diverse Board facilitates a wide range of perspectives, skills, experiences, and backgrounds, which are essential for effective decision-making and sustainable development.

In line with Para A of Part D of Schedule II read with Regulation 19 of the Listing Regulations, the Company has also formulated a Policy on Board Diversity. The key highlights of the policy are as follows:

Commitment to Equal Opportunity: The Company is committed to providing equal opportunities and does not discriminate on the grounds of race, gender, disability, nationality, religion, age, sexual orientation, family status, or any other personal attribute.

Broad Perspective on Diversity: The Company recognizes diversity as a broad concept and seeks to achieve it through a combination of skills, professional experience, regional and industry background, educational qualifications, and other distinguishing qualities.

Responsibility of the NRC: The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and recommending suitable candidates for Board positions. In doing so, the Committee gives due consideration to the principles outlined in the Board Diversity Policy.

The Company continually endeavours to maintain an appropriate balance of skills, experience, knowledge, and diversity in the Boardroom to effectively support its business strategy and uphold the highest standards of corporate governance.

13. PREVENTION OF SEXUAL HARASSMENT (‘POSH)

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

Internal Complaints Committee (‘ICC) is in place for all works and offices of the

Company to redress complaints received regarding sexual harassment.

During financial year 24 -25, the Company has:

Number of complaints received: Nil Number of complaints disposed of: Nil

Number of complaints pending for more than 90days: Nil

14. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as

"Annexure-3".

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate "Annexure-4" forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@rungtairrigation.in . One of the employees listed in the said Annexure is related to Directors of the Company.

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1,000 listed companies based on market capitalization as on the financial year ended March 31. Since the Company does not fall within the top 1,000 listed entities as per the criteria prescribed, the submission of BRSR is not applicable to the Company for the financial year under review.

16. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (‘CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (‘CSR Policy) Rules, 2014 are set out in

"Annexure-5" of this Report. The CSR Policy is available on Companys website at URL: https://www.rungtairrigation.in/corporate-social-responsibility-csr-policy/

During the period under review, the provisions of section 135 of the Companies Act 2013 became applicable to the Company. Consequently, the Company has constituted the CSR Committee in its Board meeting held on February 13, 2025.

The details of Composition are as under:

S. No. Name	Category
1 Devesh Poddar	Chairman
2 Shruti Jain	Member
3 Mahabir Prasad Rungta	Member

17. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for Financial Year ended 2025 is uploaded on the website of the Company and the same is available on https://www.rungtairrigation.in/annual-return-2024-25/

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

As on March 31, 2025, the Board of Directors of the Company comprised six Directors, consisting of an optimal mix of Executive and Non-Executive Directors, including three Independent Directors. The composition of the Board is in conformity with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The present Directors on the Board are:

i. Mr. Mahabir Prasad Rungta (DIN: 00235632), Chairman cum Managing Director; ii. Ms. Shruti Jain (DIN: 00229045), Whole-Time Director; iii. Mr. Tarun Kumar Megotia (DIN: 01098092), Whole-Time Director; iv. Mr. Vivek Agrawal (DIN: 07794991), Independent Director; v. Mr. Devesh Poddar (DIN: 07912263), Independent Director; and vi. Mr. Kailash Lal Agrawal (DIN: 10865993), Independent Director.

During the year under review, Ms. Shruti Jain was re-appointed as Whole-Time Director of the Company by the Board at its meeting held on August 13, 2024, and her re-appointment was subsequently approved by the shareholders at the 40th Annual General Meeting of the Company held on September 20, 2024. Further, Mr. Abdul Kalam, Independent Director, resigned from the Board with effect from February 13, 2025. To ensure continued compliance with the Board composition norms, Mr. Kailash

Lal Agrawal was appointed as an Independent Director on the same date, i.e., February 13, 2025, and his appointment was ratified by the shareholders through Postal Ballot on March 20, 2025.

The Board, on the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, has re-appointed Mr. Mahabir Prasad Rungta (DIN: 00235632) as the Chairman & Managing Director of the Company for a period of five years with effect from September 29, 2025 to September 28, 2030, subject to the approval of shareholders at this 41^st Annual General Meeting.

Further, the Board has also approved the re-appointment of Mr. Tarun Kumar Megotia (DIN: 01098092) as Whole-Time Director of the Company for a period of five years with effect from August 9, 2026 to August 8, 2031, subject to the approval of shareholders at this 41^st Annual General Meeting of the Company.

Independent Directors:

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Vivek Agrawal, Mr. Devesh Poddar, and Mr. Kailash Lal Agrawal are the Independent Directors of the Company as on the date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read along with the Rules made thereunder and are independent of the Management.

Key Managerial Personnel:

As on March 31, 2025, the following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 203 of the Companies Act, 2013:

i. Mr. Vinod Kumar Mathuria Chief Financial Officer ii. Ms. Ayushi Bajaj Company Secretary and Compliance Officer

During the year under review, the following changes took place in the Key Managerial Personnel of the Company in accordance with Section 203 of the Companies Act, 2013:

i. Ms. Swati Garg, who served as the Chief Financial Officer of the Company since October

15, 2020, resigned from her position with effect from September 11, 2024. ii. Mr. Kanwal Ohri, Company Secretary and Compliance Officer, resigned from the said position with effect from September 30, 2024. iii.Mr. Bajrang Kumar Bardia, Chief Executive Officer of the Company, resigned from his position of CEO with effect from October 15, 2024. iv. Mr. Vinod Kumar Mathuria was appointed as the Chief Financial Officer of the

Company with effect from November 13, 2024. v. Ms. Ayushi Bajaj was appointed as the Company Secretary and Compliance Officer of the Company with effect from November 25, 2024.

19. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on the Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report.

20. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexed to this Report.

21. MEETINGS OF THE BOARD

The Board held 5 (five) meetings during the FY 2024-25.

For details, please refer to the Report on Corporate Governance, which forms part of this Report.

22. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders Relationship Committee

Operations Management Committee

Details of composition, terms of reference and number of meetings held in FY25 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various Committees have been accepted by the Board.

23. BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also 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. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company are well-versed with their role, rights and responsibilities in the Company, the nature of industry in which the Company operates, business model of the Company and systems in place. All the Board members have complete access to the necessary documents, Annual Reports and internal policies which are available at our website https://www.rungtairrigation.in/investor-information/ . Apart from this, senior management, Internal and Statutory Auditors keep making presentations at the Board/Committee meetings. Independent Directors are free to make individual queries throughout the period which are promptly and suitably replied with.

The Independent Directors are familiarized from time to time with various facts of the Companys business through presentations and interactions with various senior executives of the Company. They are also familiarized with their role, rights and responsibilities in the Company through their appointment letter and in the Board Meetings from time to time.

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Selection and procedure for nomination and appointment of Directors:

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-?-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows: a) He / she should be a person of integrity with high level of ethical standards. b) The person should possess adequate qualification, positive attributes, expertise and experience commensurate with the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / adequate for the concerned position. c) The person should not have been convicted by a court of law of any offence, whether involving moral turpitude or otherwise and sentenced in respect thereof to imprisonment for 6 months or more during last 5 years or imprisonment for 7 years or more at any point in time. d) The person should possess requisite qualifications (wherever applicable) as may be prescribed under any law, rules, regulations and Listing Regulations. Persons considered for appointment as Directors, including the Managing Director or Whole-time Directors, shall meet the following criteria: e) He / she should be person of integrity with high level of ethical standards. f) The person should have requisite qualification and experience in any of the areas like technical, finance, law, public administration, management, marketing, production, human resource, etc as relevant to the Companys business operations of the Company. The Committee has discretion to decide whether the qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position. g) The person should not have been disqualified to be a director as per the provisions of the Act, Rules and any other law and regulation for the time being in force. h) In case of appointment as Independent Director, the person should fulfill the criterion of independence prescribed under the Act, Rules and the Listing Regulations.

The Company affirms that the remuneration paid to Directors, KMPs, and other employees is in line with the Remuneration Policy.

The remuneration policy for directors, key managerial personnel and other employees is also available on the Companys website URL: https://www.rungtairrigation.in/remuneration-policy-445/ During the year under review, there has been no change to the remuneration policy.

26. VIGIL MECHANISM

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behavior. In line with the Code of Conduct, any actual or potential violation, regardless of perceived significance, is treated as a matter of serious concern. The role of the employees in pointing out such violations of the Company cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The vigil mechanism provides multiple channels for reporting concerns including an option for escalations, if any, to the Chairperson of the Audit Committee of the Company.

The policy of vigil mechanism is available on the Companys website at URL: https://www.rungtairrigation.in/vigil-mechanism-whistle-blower-policy-updated-115/

27. AUDIT

Statutory Audit

M/s. Mamraj & Co., Chartered Accountants (Firm Registration No.: 006396N) was appointed as the Statutory Auditors of the Company with the approval of the Members at the 38^th AGM. Their Report on the Companys financial statements for financial year 2024-25, is included in this Annual Report, with no qualifications, reservations, adverse remarks, or disclaimers.

Secretarial Audit

In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee, had appointed M/s. Ajit Mishra & Associates, Company Secretaries holding Certificate of Practice No. 20737, Peer Review Certificate No. 2255/2022, and Membership No. FCS-9703 issued by the Institute of Company Secretaries of India (ICSI), to conduct the Secretarial Audit for the financial year 2024-25.

Secretarial Audit Report for the Financial Year ended on 31^st March, 2025, issued by Mr. Ajit Mishra, Practicing Company Secretary, in Form MR-3 forms part of this report and marked as "Annexure-6". The said report contains no qualification/observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

The Board at its meeting held on 9^th May, 2025, based on the recommendation of the Audit Committee, has considered, approved, and recommended to the Members of the Company the appointment of M/s. Ajit Mishra & Associates as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Secretarial Auditors from time to time.

Cost Audit & Cost Records

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. S. Shekhar & Co., Cost Accountants (Firm Registration No. FRN000452), as the Cost Auditors of the Company to conduct cost audit for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2025. M/s. S. Shekhar & Co., Cost Accountants (Firm Registration No. FRN000452), have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY25 with related parties were approved by the Audit Committee consisting of Independent Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the Companies Act, 2013. The disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is provided below as Annexure-1.

The details of RPTs during FY25, including transaction with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During FY25, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable. Pursuant to SEBI Listing Regulations, the Resolution for seeking approval of the Members on material related party transactions is being placed at this AGM.

The Board of Directors of the Company has reviewed the Policy on Related Party Transactions pursuant to the SEBI Notification No. SEBI/LAD-NRO/GN/ 2021/55 dated 9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Companys website at the link: https://www.rungtairrigation.in/investor-information/download-info/policy-on-related-party-transactions/

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans given, guarantees provided, and investments made by the Company during the financial year are as under:

The Company has not provided any guarantees or security covered under the provisions of Section 186 during the year. Loans amounting to 16.05 lakhs were outstanding as on 31^st March 2025, which pertain only to loans given to employees in the ordinary course of business and hence fall outside the purview of Section 186. Further, the Company has made investments amounting to 1,393.08 lakhs as on 31^st March 2025, comprising investments in equity instruments of various companies, the details of which are provided in Note 4 of the Standalone Financial Statements.

30. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest was outstanding as on March 31, 2025.

31. COMPLIANCE UNDER PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. All statutory obligations under the Act have been duly implemented by the Company, including:

a. Grant of paid maternity leave as prescribed under the Act; b. Provision of nursing breaks and other applicable facilities; c. Maintenance of statutory records as required; d. Ensuring that no woman employee is discharged or dismissed during maternity leave, except in accordance with the law; and e. Compliance with all other obligations under the Maternity Benefit Act, 1961 and the rules framed thereunder.

This disclosure is being made in accordance with the Companies (Accounts) Second Amendment Rules, 2025, as notified by the Ministry of Corporate Affairs, Government of India.

32. DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31^st March, 2025 that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31^st March, 2025 and profit 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 the Companies Act, 2013 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 proper internal financial controls to be followed and that such internal financial controls were 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.

33. 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.

34. INVESTOR EDUCATION AND PROTECTION FUND

Refer Corporate Governance Report para on ‘Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund (IEPF) for details on transfer of unclaimed/unpaid amount/shares to Investor Education and Protection Fund

(IEPF).

35. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS 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) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as "Annexure-2".

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

IMPACTING THE GOING CONCERN.

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

37. CHANGE IN NATURE OF THE BUSINESS

During the period under review, there has been no change in the nature of business of the Company.

38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no frauds were reported by Statutory Auditors or the Secretarial Auditor against the Company which needs to be mentioned in this Report.

39. PENDENCY OF ANY PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY

CODE, 2016

There is no pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016.

40. INSTANCE OF ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL

INSTITUTION

There was no instance of one-time settlement with any Bank or Financial Institution.

41. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the employees of the Company for their contribution towards the Companys performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

	For and on behalf of the Board
		Rungta Irrigation Ltd
	Sd/-	Sd/-
	Shruti Jain	Mahabir Prasad Rungta
Date: 28-08-2025	Whole-Time Director	Chairman & Managing Director
Place: New Delhi	DIN: 00229045	DIN: 00235632