Rushil Decor Ltd Directors Report

<dhhead-BOARD?S REPORT</dhhead-

To

The Members,

Your Directors are pleased to present the 30th Annual Report of Rushil Decor Limited (“the Company”) together with the audited financial statements for the year ended 31 ^st March, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended 31 ^st March, 2024 is summarised below:

Particulars	2023-24	2022-23
Revenue from Operations	84,396.96	83,839.51
Other Income	287.09	137.54
Profit before Depreciation, Finance Costs and Tax Expense	12,278.71	15,076.57
Less: Depreciation and Amortisation Expenses	2,927.13	2,598.44
Profit before Finance Costs and Tax Expense	9,351.58	12,478.13
Less: Financial Costs	3,224.72	2,353.57
Profit before Tax Expense	6,126.86	10,124.56
Less: Tax Expense (Current & Deferred)	1,815.96	2,357.43
Profit after Tax	4310.90	7,767.13
Balance of Retained Earnings for earlier years	22,575.24	14,907.64
Less: Final Dividend Paid	132.71	99.53
Less: Re-measurement of the defined benefit plan	30.17	--
Balance carried forward	26,723.26	22,575.24

COMPANY?S FINANCIAL PERFORMANCE

Net revenue from operations increased to 84,396.96 Lakhs as against Rs 83839.51 Lakhs in the previous year showing an accelerated growth of Rs 557.45 Lakhs which is around 0.66%.

The Profitbefore Tax for the current year is Rs 6,126.86 Lakhs as against Rs 10,124.56 Lakhs in the previous year. The Profit after Tax (PAT) for the current year is Rs 4,310.90 Lakhs as against the profit of Rs 7,767.13 Lakhs in the previous year.

The detail about the segment-wise position of business is mentioned in the Management Discussion and Analysis Report.

KEY BUSINESS DEVELOPMENTS EXPANSION OF LAMINATE SHEET

Presently, Company is in process to establish the decorative laminates including bigger size (Jumbo size) laminates having aggregate installed capacity of 2.80 Million sheets per annum in Gujarat with a project cost of around Rs 90 Crore. The products manufactured in this plant may cater to the mainly foreign market where there is huge demand.

The Operations are expected to start in the 2024-25. These laminates are primarily utilised in corporates for cubicles and office partitions in international markets.

CHANGE(S) IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

MATERIAL CHANGES & COMMITMENT AFFECTING FINANCIAL POSITION

Preferential Issue of Convertible Warrants into Equity

Shares

The Company has issued and allotted 41,30,000 convertible warrants to public and promoter groups at the rate of Rs 297 per warrant on 23.12.2023. The Company received an amount equivalent to twenty five per cent of the consideration against each warrant on the date of allotment of warrants. As per SEBI (ICDR) Regulations, the tenure of such warrants should not exceed 18 months from the date of allotment. Accordingly, the last date of conversion of such warrants may not be beyond 22^nd June, 2025.

The Company has received the balance amount (balance 75%) i.e. Rs 18.04 Crore on 8,10,000 (pre-split) convertible warrants and accordingly Company has allotted 8,10,000 fully paid equity shares on conversion of warrants. Further, there are 33,20,000 (pre-split) outstanding convertible warrants which will be converted into equity shares on receipt of full consideration from the warrant holders.

As on the date of report, equity share capital of the Company is Rs 27,35,16,820/- divided into 2,73,51,682 equity shares of Rs 10 each (pre-split). Once full amount on balance convertible warrants will be received, the total equity share capital of the Company will be Rs 30,67,16,820/- divided into 3,06,71,682 equity shares of Rs 10/- each (pre-split).

MATERIAL CHANGES OCCURRING AFTER BALANCE SHEET DATE

Sub-Division/ Split of Equity Shares

The Board of Directors of your Company in their meeting held on 24th May, 2024 approved, the sub-division/ split of equity shares of your Company, such that 1 (one) equity share having face value of Rs 10.00 ( Ten only) each, fully paid-up, was sub-divided into 10 (ten) equity shares having face value of Rs 1.00 (Rupee One only) each, fully paid-up. Further, the members vide resolution passed by way of postal ballot on 3rd July, 2024 approved the said subdivision/ split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association (MOA) of your Company. After the requisite approvals of the Stock Exchanges i.e. BSE and NSE and the depositories i.e. NSDL and CDSL, new ISIN will be allotted to your Company. The effect of change in face value of the share will be reflected on the share price at the Stock Exchanges where your Company is listed (BSE and NSE) effective from 9th August, 2024 i.e. record date for the purpose of sub-division/ split of equity shares of your Company. As a result of the sub-division/ split of equity shares of your Company, it will become more affordable and encouraged participation of investors at large.

Accordingly, the capital structure of your Company post sub-division/ split of equity shares is as follows:

Type of Capital	No. of Equity shares	Face Value (in )	Total Share Capital (in )
Authorised Share Capital	40,00,00,000	1	40,00,00,000
Issued Share Capital	27,35,38,640	1	27,35,38,640
Subscribed and Paid-up Share Capital	27,35,16,820	1	27,35,16,820

Except above, there are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the 2023-24towhich the financial relates and the date of this report.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND

The Board of Directors of your Company, in its meeting held on 9^th May, 2024 has recommended a final dividend of Rs 1 (One Rupee) (@ 10%) (pre-split) per equity share of the face value of Rs 10/- each fully paid up for the financial year ended 31st March, 2024, subject to the approval of the Members at the ensuing 30^th Annual General Meeting.

The Final dividend is payable to those Shareholders whose names appear in the Register of Members as on the Record

Date fixed by the Company.

The Dividend payable by the Company will be as per the Dividend Distribution Policy of the Company.

INDUSTRY OVERVIEW

Company has two main business segments, i.e. MDF Board and Laminates Sheets. In 2023-24, Laminates and allied products have contributed 22.58% to Company?s revenue and MDF Board has contributed 75.04% to Company?s revenue.

CAPITAL STRUCTURE

Authorised Share Capital

After the financialyear, the authorised Share Capital of the Company has been substituted from Rs 40,00,00,000

( Forty Crore only) divided into 4,00,00,000 (Four Crore) Equity Shares of Rs 10 ( Ten) each to Rs 40,00,00,000

( Forty Crore only) divided into 40,00,00,000 (Forty Crore) Equity Shares of Rs 1 (Rupee One) each vide shareholders resolution dated 3^rd July, 2024.

However, On 20^th May, 2023, the Company has allotted 66,35,421 fully paid up Equity shares on a rights basis for cash of Rs 10/- each at a price of Rs 162/- (including premium of Rs 152/- per equity share). Pursuant to the Right issue, the paid up share capital of the Company was increased from Rs 19,90,62,610 (divided into 1,99,06,261 equity share of Rs 10/- each) to Rs 26,54,16,820/- (divided into 2,65,41,682 equity share of Rs 10/- each).

Paid up Share Capital

As on 31^st March, 2024, the paid up equity share capital of the Company was Rs 26,54,16,820/- (divided into 2,65,41,682 equity shares of Rs 10/- each).

The Company has issued and allotted 41,30,000 convertible warrants on 23^rd December, 2023, to promoter/promoter groups and public at the rate of Rs 297 per warrant.

The Company has received the balance amount (balance 75%) i.e. Rs 18.04 Crore on 8,10,000 (pre-split) convertible warrants and accordingly Company has allotted 8,10,000 fully paid equity shares on conversion of warrants. Further, there are 33,20,000 (pre-split) outstanding convertible warrants which will be converted into equity shares on receipt of full consideration from the warrant holders.

As on the date of report, equity share capital of the Company is Rs 27,35,16,820/- divided into 2,73,51,682 equity shares of Rs 10 each (pre-split). Once full amount on balance convertible warrants will be received, the total equity share capital of the Company will be Rs 30,67,16,820/- divided into 3,06,71,682 equity shares of Rs 10/- each (pre-split).

The details about the paid up share capital is duly described of this Annual inthefinancial

Report.

Except above, the Company has not made any issue or allotment of shares during the year under review.

ISSUE OF SHARES OR OTHER CONVERTIBLE SECURITIES

Rights Issue of Equity Shares

During the year under review, the Company has issued 66,35,421 Fully paid up Equity Shares on a rights basis for cash at a price of Rs 162 per equity share (including a share premium of Rs 152 per equity share) (the “issue price”) to its eligible Equity Shareholders in the ratio of one (01) rights equity share for every three (03) fully paid-up equity share(s) held by the existing equity shareholders as on the record date fixed for this purpose.

The said rights issue was opened for subscription from 2^nd

May, 2023 to 12th May, 2023. After the expiry of subscription period the Company applied to the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for Listing Approval of the said 66,35,421 fully paid up Rights Equity Shares and the same has been received by the Company from BSE and NSE on 24th May, 2023. Further, the Company has also received the Trading Approval from BSE and NSE on 29th May, 2023. The said shares were available for trading w.e.f. 30th May, 2023. After allotment, the paid up share capital of the Company is Rs 26,54,16,820/-.

Preferential Issue of Convertible Warrants Into Equity Shares

The Company has issued and allotted 41,30,000 convertible warrants to public and promoter groups at the rate of Rs 297 per warrant on 23^rd December, 2023. The Company received an amount equivalent to twenty five per cent of the consideration against each warrant on the date of allotment of warrants. As per SEBI (ICDR) Regulations, the tenure of such warrants should not exceed 18 months from the date of allotment. Accordingly, the last date of conversion of such warrants should not be beyond 22^nd June, 2025.

The Company has received the balance amount (balance 75%) i.e. Rs 18.04 Crore on 8,10,000 (pre-split) convertible warrants and accordingly Company has allotted 8,10,000 fully paid equity shares on conversion of warrants. Further, there are 33,20,000 (pre-split) outstanding convertible warrants which will be converted into equity shares on receipt of full consideration from the warrant holders.

As on the date of report, equity share capital of the Company is Rs 27,35,16,820/- divided into 2,73,51,682 equity shares of Rs 10 each (pre-split). Once full amount on balance convertible warrants will be received, the total equity share capital of the Company will be Rs 30,67,16,820/- divided into 3,06,71,682 equity shares of Rs 10/- each (pre-split). Except above, the Company has not made any issue or allotment of shares during the year under review.

CREDIT RATING

The Company has not issued any debt instruments and does nothaveanyfixed deposit programme or any scheme or proposal involving mobilisation of funds in India or abroad during the financial year ended 31 ^st March, 2024. The Infomerics Valuation and Rating Private Limited wide letter dated 21st September, 2023 have assigned the credit rating as IVR A- (IVR Single A minus with Stable Outlook) rating to Company?s Long-Term bank facilities and have assigned IVR A2+ (IVR A Two plus) rating for Short Term bank facilities. The Outlook is Stable.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Details of unclaimed/unpaid dividend and shares transfer to IEPF

During the financial year, the Company had transferred the dividend amount of Rs 63,166.50 to IEPF. However, during the year, the Company has transferred Rs 226.50 as dividend to IEPF Authority pertains to the shares already transferred to IEPF Account.

During the financial year, the Company had transferred 278 shares to IEPF.

b) Details of the resultant benefits arising out of shares

During the year, the Company has transferred 226.50 to IEPF Authority pertains to the shares already transferred to IEPF Account. c) Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto 31.03.2024, which are liable to be transferred to the IEPF, and the due dates for such transfer.

The below table gives information relating to various outstanding dividends and the due dates of transfer to IEPF

Authority:

Date of dividend declaration	Unclaimed Dividend (As on 31st March, 2024)	Due date of Transfer to IEPF Authority
Final Dividend for 2016-17, AGM held on 23.09.2017	3,638.00	24.10.2024
Final Dividend for 2017-18, AGM held on 22.09.2018	58,570.50	22.10.2025
Final Dividend for 2018-19, AGM held on 21.09.2019	46,639.00	25.10.2026
Final Dividend for 2019-20, AGM held on 18.12.2020	46,083.84	22.01.2028
Final Dividend for 2020-21, AGM held on 27.09.2021	2,67,059.54	27.10.2028
Final Dividend for 2021-22, AGM held on 27.09.2022	2,66,015.50	27.10.2029
Final Dividend for 2022-23, AGM held on 25.09.2023	2,65,679.50	25.10.2030

*The above table is showing the position as on 31^st March, 2024.

As per above table, the Company will transfer the shares on which the dividend has remained unclaimed for a period of seven consecutive years to the IEPF Authority at the due date. Members are therefore requested to ensure that they claim the dividends referred above before it will transferred to the IEPF Account.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at www. rushil.com. The same can also be accessed from the website of IEPF Authority at www.iepf.gov.in. The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed. d) Details of the Nodal Officer

The details of the Nodal Officer required under Rule 7(2A) as inserted by the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 is as under:

Name of the Nodal Officer:	Mr. Hasmukh Kanubhai Modi
• Designation:	Company Secretary
• Postal Address:	Rushil Decor Limited, Rushil House, Near Neelkanth Green Bungalow, Off
	Sindhu Bhavan Road, Next to GIHED CREDAI, Shilaj, Ahmedabad 380058
Email ID:	ipo@rushil.com

The aforesaid detail is also available on the website of the Company at https://rushil.com/admin/uploads/ investors_pdf/iepf/Nomination_of_Nodal_officer.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation and subsequent re-appointment:

Mr. Rushil K. Thakkar (DIN: 06432117), Whole time

Director, is liable to retire by rotation at the ensuing

Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the

Notice convening the ensuing AGM of the Company.

Change in Board Composition:

During the year under review no changes were made in the Composition of Board of Directors.

However, after 31^st March, 2024, following changes are made in Composition of Board of Directors:

Term Completion of Mr. Shankar P. Bhagat (DIN: 01359807) as an Independent Director

Mr. Shankar P. Bhagat who was re-appointed as an Independent Director for second term of five consecutive years from 21st September, 2019 upto 21st September, 2024. As per Section 149(11) of the Companies Act, no independent director shall hold office for more than two consecutive terms His second term of five consecutive years would be completed on 21^st September, 2024 and accordingly he will be ceased as an Independent Director.

Appointment of Mr. Hiren S. Mahadevia (DIN: 00156429) as an Independent Director

Appointment of Mr. Hiren S. Mahadevia (DIN: 00156429) as an Additional Independent Director was made in the Board Meeting held on 1^st August, 2024. Mr. Hiren S. Mahadevia (DIN: 00156429) was appointed as an Additional Independent Director upto the ensuing Annual General Meeting of the Company to be held on 20^th September, 2024. However his appointment from Additional independent Director to an Independent Director will be regularised in ensuing Annual General Meeting for a period of one year from the date of appointment.

A brief Profile of Mr. Hiren S. Mahadevia is mentioned in the notice of the Annual General Meeting justifying his appointment as an Independent Director of the Company.

Re-appointment of Mr. Ramanik T. Kansagara (DIN: 08341541) as Executive Director

The members at their 26^th Annual General Meeting held on 18^th December, 2020 designated Mr. Ramanik

T. Kansagara (DIN: 08341541) as Whole Time Director for a term of four years effective from 1^st August, 2020 to 31st July, 2024. His office of directorship is due for retirement on 31^st July, 2024.

Therefore, pursuant to the provisions of the Companies Act, 2013 (“the Act”), Articles of Association of the

Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors at their respective meetings, the Company may consider the re-appointment of

Mr. Ramanik T. Kansagara, as Whole Time Director of the Company for further term of five (5) years w.e.f. 1st August, 2024 to 31^st July, 2029.

Profile and other information of Mr. Ramanik T. Kansagara and other directors as required under Regulation 36 of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 are given in the Notice of the 30^th AGM of the Company. The above proposals for reappointment form part of the Notice of the 30^th AGM and appropriate resolutions for the re-appointment of the aforesaid directors are being moved at the ensuing Annual General Meeting, which the board recommends for your approval.

Key Managerial Personnel (KMP)

During the year under review, there has been no change in the KMP of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted the declarations of Independence, as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (LODR) Regulations, 2015 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (LODR) Regulations, 2015 and that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence and that he/ she is independent to management. All the Independent directors have complied with the code for independent director as prescribed in Schedule IV of the Companies

Act, 2013.

All the Independent Directors of the Company have enrolled their names in the database of Independent Directors maintained by Indian Institute of Corporate Affairs (IICA) in terms of the regulatory requirements. Also, the online proficiencyself-assessment test as mandated have been undertaken by those Independent Directors of the Company who are not exempted within the prescribed timelines.

The Company had formulated and implemented the code of conduct for the board of directors and senior management personnel which is available on the Company?s website at https://rushil.com/admin/uploads/ investors_pdf/codes_ policies/or-management-under-Regulation-17-of-the- SEBI-LODR-Regulation-2015.pdf

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing

Regulations, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarisation programme are explained in the Corporate Governance Report. The same is also available on the website of the Company at https://rushil.com/admin/uploads/7/10/Familiarisation- Programmes-for-Independent-Directors_1.pdf

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the 2023-24, 6 (Six) board meetings were held.

The details of the meetings of Board of directors and its

Committees convened during the Financial Year 2023-24 are set out in the Corporate Governance Report, which forms part of this Report.

BOARD COMMITTEES

There are various committees constituted as stipulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely Audit Committee, Nomination and

Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the financial year 2023-24 have been enumerated in Corporate Governance Report, which forms part of this Report.

Following mandatory Board Committees were re-constituted in the board meeting held on 1^st August, 2024 by the Board members.

Sr. No. Name of the Committee

1 Audit Committee

2 Nomination and Remuneration Committee

3 Stakeholder Relationship committee

4 Corporate Social Responsibility Committee

AUDIT COMMITTEE RECOMMENDATIONS

During the year, the recommendations of Audit Committee, if any were accepted by the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee has formulated the criteria for appointment of Executive,

Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The salient aspects covered in the Remuneration policy have been outlined in the corporate governance report which forms part of this report.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed thereunder and in compliance with the requirements of the SEBI (LODR) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board as a whole, Individual Directors including Independent Directors (IDs), Non-Independent Directors, Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board?s functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance. The exercise was also carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of individual directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Board as well as performance of the every Committee was also carried out by the entire Board. The Board has evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance matters, etc.

Further, the Board of Directors have carried out the evaluation of the IDs, which includes the performance of the IDs and fulfillment of the independence criteria as specified in the Listing Regulations from the management. The directors who were subject to evaluation did not participate in the proceedings of the meeting. Independent Directors reviewed the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel)

Rules, 2014 in respect of Directors/Employees of the

Company is set out in “Annexure - [1]” of this report.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) 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 for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit and loss of the Company for the financialyear ended 31 st March, 2024;

(c) they have 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) they have prepared annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedure for ensuring the orderly and efficient adherence to the Company?s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial

During the year no reportable material weakness in the design or operation were observed.

FRAUDS REPORTED BY THE AUDITOR

The auditor of the Company has not reported any fraud to the Audit Committee or Board or to the Central Government under Section 143(12) of the Companies Act, 2013.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2024, Your Company has one subsidiary company - “Rushil Modala Ply Limited”. The subsidiary Company was incorporated on 19^th March, 2024 with the objects of manufacturing and trading of Plywood and other allied products. This Company is incorporated in the state of Karnataka and the RDL has 51% shareholding in this subsidiary Company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has taken unsecured loans from directors of the Company. Details of unsecured loans taken are given in the Notes to the Financial Statements forming part of Annual Report. Director, who has given unsecured loans to the Company, has furnished to the Company at the time of giving the loan, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

RELATED PARTY TRANSACTIONS

During the 2023-24, the Company has entered into conduct of its business, including transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms? length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015. All Related Party Transactions were entered with approval of the Audit Committee and is in compliance with the applicable provisions of the Act and the Listing Regulations. The details of the Related Party Transactions as required under IND AS - 24 are set out in Notes to the financial statements.

The Policy on Related Party Transactions as formulated by the Company is available on the website of the Company at https://rushil.com/admin/uploads/7/10/Rushil-Related-Party-Transaction-Policy_1.pdf The detailed disclosure of these transactions in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure [2]” to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of the Company, during the financial year 2023-24 carried out in areas of Animal Welfare, Promoting Education, Preventive Health Care, Sanitation and safe drinking water, Eradicating Hunger, Poverty and Malnutrition (food supply), Empowering Woman and Economically backward group, Setting up Old age homes and such other facilities for senior citizen, etc. The Company also funded for education and women empowerment through recognised implementing agencies named

Shree Ghanshyam Parivar Trust and Ahmedabad Timber Merchants Association Charitable Trust. These activities are in accordance with Schedule VII of the Companies Act, 2013 and CSR Policy of the Company.

The CSR expenditure incurred by the Company during the 2023-24 as well as other details of initiatives undertaken by the Company during the Financial Year 2023-24 in CSR has detailed in this Annual Report. The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as “Annexure - [3]”.

The CSR policy is available on the website of the Company at https://rushil.com/admin/uploads/7/10/Corporate-Social-Responsibility-Policy.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as

“Annexure - [4]”.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management Policy. The

Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company?s planning process. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis.

There are no risks, which in the opinion of the Board threaten the existence of the Company.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(9) of the Companies Act, 2013 enabling stakeholders to report any concern of unethical behavior, suspected fraud or violation and Regulation 4(2)(d) (iv) read with Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy enables stakeholders, including individual employees, directors and their representative bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of Company?s code of conduct. The Policy provides adequate safeguards against victimisation of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The protected disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman. The Company hereby affirms that no Director, employee or any other personnel has been denied access to the Chairman of the Audit Committee and that no complaint was received during the year.

The policy is circulated to all the Directors / employees and also it is available on the website of the Company at https:// rushil.com/admin/uploads/investors_pdf/codes_policies/ Whistle_Blower_Policy.51.pdf

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, there is no significant/material order(s) passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other related matters are disclosed in the Auditor?s Report and Financial Statements which forms part of this Annual Report.

However, after the date of balance sheet but before the date of the board?s report following order was received by the Company:

Name of the authority passing the order	Office of the Commissioner of Customs (Adjudication), Mumbai
Nature and details of the order passed	(i) An order is passed by the Commissioner of Customs (Adjudication), Mumbai making demand of duty for an amount of Rs 9,91,58,559/- under section 28(8) of the Customs Act, 1962,
	(ii) An order to recover the Interest at the appropriate rate in respect of demand at para (i) above under section 28AA of the Customs Act, 1962,
	(iii) An order to pay Redemption Fine of Rs 2,80,00,000/- under section 125 of the Customs Act, 1962, and
Date of receipt of direction or order	(iv) An order of Penalty of Rs 97,00,000/- under section 112(a) of the Customs Act, 1962. 22nd May, 2024
Details of the violation/ contravention committed or alleged to be committed	The goods were imported by the Company availingbenefitof exemption from the payment of Customs Duty (IGST) under Customs Notification No. 79/2017 dated 13.10.2017. This exemption was available subject to the pre-import condition i.e. goods should be imported prior to the commencement of export. The order is issued by the department alleging violation of the pre-import condition.
Impact on financial, operation, or other activities of the listed entity, quantifiable in monetary terms to the extent possible	There is no material impact on the financial, operation, or other activities of the Company. Company has already paid the amount alleged and may decide about to appeal to the appellate authority with its contention.

AUDITORS

Statutory Auditor

M/s. Pankaj R. Shah & Associates, Chartered Accountants, a firm having Firm Registration No. 107361W, were appointed as Statutory Auditor of the Company at the AGM held on 27^th September, 2021 for a term of five consecutive years.

The Notes onfinancialstatement referred to in the

Auditors? Report are self-explanatory and do not call for any further comments. The Auditor?s Report dated 9th May, 2024 is unmodified and does not contain any qualification, reservation or adverse remark.

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

Secretarial Auditor

The board of directors has appointed M/s. SPANJ & Associates,

Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financialyear 2023-24 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR 3 for the Financial Year 2023-24 is annexed herewith as “Annexure - [5]” to this Report. The Secretarial Auditor has not reported any qualification, reservation or adverse remark or disclaimer in his report.

The Company has also obtained certificate from the secretarial auditor certifying that none of the directors of our Company has been debarred or disqualified from being continuing as directors of the Company by SEBI, Ministry of Corporate Affairs or such similar statutory authority.

The Company has also filed the Secretarial Compliance Report for the financialyear ended 31 ^st March, 2024 to the Stock Exchanges in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the SEBI (LODR) Regulations, 2015.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with Secretarial Standard

1 and 2 issued by the Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meetings respectively.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

ANNUAL RETURN

The Annual Return in Form MGT-7 is available on the website of Company at https://rushil.com/investor_ relationship.php#a797

DIVIDEND DISTRIBUTION POLICY

InaccordancewithRegulation43AoftheListingRegulations, the Board of Directors of the Company has adopted a

Dividend Distribution Policy (‘Policy?) which, is available on the website of the Company at https://rushil.com/admin/ uploads/7/14/Dividend-Distribution-Policy-pdf.pdf

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report forms part of this Annual Report.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 of the SEBI (LODR) Regulations 2015, listed entity shall submit to the stock exchange a Statement of Deviation(s) or Variation(s) on a quarterly basis for public issue, rights issue, preferential issue etc.

Statement of deviation(s) or variation(s), quarter wise was placed in the respective audit committee meetings for their review. Further, a statement for the year ended 31^st March, 2024, on the utilisation of proceeds of Preferential Issue of the Company was placed before the Audit Committee in its meeting held on 9th May, 2024, wherein the Audit

Committee noted that there was no deviation as regards to utilisation of funds from the Objects stated in the Private Placement Offer Letter for Company?s Preferential Issue and post its approval the same was submitted with the Stock Exchanges on 9th May, 2024.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of the SEBI (LODR) Regulations, 2015, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, segment wise and product wise performance, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance for the Financial Year 2023-24, as per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated 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 the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Policy is uploaded on the web portal of the Company under following weblink: https://rushil.com/ admin/uploads/7/10/Policy-on-Prevention-of Sexual-harassment-of-women-at- workplace.pdf

The policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for the matters connected and incidental thereto, with the objective of providing safe working environment, where employees feel secure.

An Internal Complaints Committee has been set up wherein the senior management (with women employees constituting the majority) personnel are its members to

Redress complaints related to sexual harassment. During the Financial year 2023-24, the Company has not received any complaint of sexual harassment at workplace. Further, there was not any complaint received or pending at the beginning of the year or at the end of the year.

ACKNOWLEDGEMENT

The Board sincerely thanks Company?s customers, vendors, central and state government bodies, auditors, legal advisors, consultants, registrar and bankers for their continued support to the Company during the year under review. The Directors also wish to place on record their appreciation for the dedicated efforts of the employees at all levels. Finally, the Board expresses its gratitude to the members for their continued trust, co-operation and support.