Rushil Decor Ltd Directors Report

To the Members

Your Directors are pleased to present the 31 st Annual Report of Rushil Decor Limited ("the Company") together with the audited financial statements for the year ended 31 st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

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

(H in Millions)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25
Revenue from Operations	8913.39	8439.70	8979.44
Other Income	124.79	28.71	124.79
Profit before Depreciation, Finance Costs and Tax Expense	1178.08	1227.87	1181.94
Less: Depreciation and Amortization Expenses	297.21	292.71	300.08
Profit before Finance Costs and Tax Expense	880.87	935.16	881.86
Less: Financial Costs	271.22	322.47	276.45
Profit before exceptional items and tax	609.65	612.69	605.41
Exceptional Items	19.96	0.00	19.96
Profit before Tax	629.61	612.69	625.38
Less: Tax Expense (Current & Deferred)	146.57	181.60	146.62
Profit after Tax	483.05	431.09	478.75
Balance of Retained Earnings for earlier years	2672.32	2257.52	2672.32
Less: Final Dividend Paid	27.49	13.27	27.49
Less: Re-measurement of the defined benefit plan	2.36	3.02	2.36
Balance carried forward	3125.51	2672.32	3121.22
COMPANYS FINANCIAL PERFORMANCE	KEY BUSINESS	DEVELOPMENTS	EXPANSION OF

Standalone: LAMINATE SHEET

Net revenue from operations increased to ? 8913.39 Millions as against ? 8439.70 Millions in the previous year showing a growth of ? 473.69 Millions which is around 5.61%.

The Profit before Tax for the current year is ? 629.61 Millions as against ? 612.69 Millions in the previous year.

The Profit after Tax (PAT) for the current year is ? 483.05 Millions as against the profit of ? 431.09 Millions in the previous year.

Consolidated:

Net revenue from operations for the current year is ? 8979.44 Millions.

The Profit before Tax for the current year is ? 625.38 Millions.

On 30.04.2025, the Company has inaugurated the manufacturing facility and began commercial production of Phase 1 at its newly set-up manufacturing plant at Village Itla, Near Kalyanpura Patia, Gandhinagar Mansa Road, Tal. Mansa, District Gandhinagar, Gujarat focused on the production of Jumbo size laminate sheets.

The aforesaid Unit has been set up for the production of Jumbo Size Laminate Sheets with a capacity of about 1.2 Million sheets (if considered as 1 mm sheet) per annum at Phase 1. This will enable the Company to tap into the growing demand for thicker format decorative laminates. This facility is projected to strengthen the companys position in the expanding in global Jumbo Laminate Market which aimed primarily to mark its presence in the export market, especially the developing and developed countries.

The Profit after Tax (PAT) for the current year is ? 478.75 Millions.

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

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 ? 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 was 22.06.2025.

The company has received the balance amount (balance 75%) i.e. ? 47.67 Crores on 21,40,000 convertible warrants upto end of Financial Year and accordingly Company has allotted 2,14,00,000 fully paid equity shares of 1 each on conversion of warrants.

After the financial year 2024-25 till the date of this report, the company has received further amount (balance 75%) i.e. ? 14.70 Crores on 6,60,000 convertible warrants and accordingly Company has allotted 66,00,000 fully paid equity shares of 1 each on conversion of warrants.

The Company has not received the balance amount (balance 75%) on 3,30,000 convertible warrants within 18 months from the date of allotment of warrants. The Company has forfeited 25% amount already paid on 3,30,000 warrants at the time of allotment of warrants as per the provision of Regulation 169(3) of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Further, one of the warrant holders namely Vespera Fund Limited could not participate in the conversion of its 10,00,000 warrants into equity shares till the permitted timeline of 18 months i.e. upto 22 nd June, 2025. As per the status quo order of the Securities Appellate Tribunal, Company has not forfeited the 10,00,000 convertible warrants of Vespera Fund Limited even through it has not paid the balance 75% amount to the Company. On getting final order of Securities Appellate Tribunal, Mumbai, Company will act according to order of authority.

Hence, there are 10,00,000 outstanding convertible warrants which would be converted into equity shares on receipt of full consideration from the warrant holders if final order of Securities Appellate Tribunal, Mumbai is in favour of Vespera Fund Limited.

As on the date of report, equity share capital of the Company is 29,34,16,820/- divided into 29,34,16,820 equity shares of ? 1/- each. Once full amount on balance 10,00,000 convertible warrants will be received, the total equity share capital of the Company will be ? 30,34,16,820/- divided into 30,34,16,820 equity shares of ? 1/- each.

Sub-Division/ Split of Equity Shares

The Board of Directors of your Company in their meeting held on 24 th May, 2024 approved, the sub-division/ split of equity shares of your Company, such that 1 (one) equity share having face value of ?10.00 (Rupees Ten only) each, fully paid-up, was sub-divided into 10 (ten) equity shares having face value of ?1.00 (Rupee One

only) each, fully paid-up. Further, the members vide resolution passed by way of postal ballot on 3 rd July, 2024 approved the said sub-division/ 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 was allotted to the scrip of the 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 9 th 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.

Except above, there are no material changes and commitments, affecting the financial position of the Company, which have occurred during the FY 2024-25 to which the financial statements 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 14 th May, 2025 has recommended a final dividend of ?0.10 (Ten Paisa)(@ 10%) per equity share of the face value of ?1/- each fully paid up for the financial year ended 31 st March, 2025, subject to the approval of the Members at the ensuing 31 st 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 FY 2024-25, Laminates and allied products have contributed 22.64% to Companys revenue and MDF Board has contributed 75.55% to Companys revenue.

CAPITAL STRUCTURE Authorised Share Capital

During the year, the authorised Share Capital of the Company has been substituted from ?40,00,00,000 (Rupees Forty Crores only) divided into 4,00,00,000 (Four Crores) Equity Shares of ? 10 (Rupees Ten) each to ?40,00,00,000 (Rupees Forty Crores only) divided into 40,00,00,000 (Forty Crores) Equity Shares of ?1 (Rupee One) each vide shareholders resolution dated 3 rd July, 2024.

Paid up Share Capital

As on 31 st March, 2025, the paid up equity share capital of the Company was f 28,68,16,820/- (divided into 28,68,16,820 equity shares of f 1/- 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 f 297 per warrant.

The company has received the balance amount (balance 75%) i.e. ? 47.67 Crores on 21,40,000 convertible warrants upto end of Financial Year and accordingly Company has allotted 2,14,00,000 fully paid equity shares of 1 each on conversion of warrants.

After the financial year 2024-25 till the date of this report, the company has received further amount (balance 75%) i.e. ? 14.70 Crores on 6,60,000 convertible warrants and accordingly Company has allotted 66,00,000 fully paid equity shares of 1 each on conversion of warrants.

As on the date of report, equity share capital of the Company is 29,34,16,820/- divided into 29,34,16,820 equity shares of ? 1/- each. Once full amount on balance 10,00,000 convertible warrants will be received, the total equity share capital of the Company will be ? 30,34,16,820/- divided into 30,34,16,820 equity shares of ? 1/- each.

The details about the paid up share capital is duly described in the financial statements which is part of this Annual 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 Preferential Issue of Convertible Warrants Into Equity Shares

The details about the allotment of equity shares on conversion of warrants is mentioned earlier in this report.

The company has allotted 2,14,00,000 fully paid equity shares of 1 each during the Financial Year 2024-25 on conversion of 21,40,000 convertible warrants.

After the financial year 2024-25 till the date of this report, the company has received further amount (balance 75%) i.e. ? 14.70 Crores on 6,60,000 convertible warrants and accordingly

Company has allotted 66,00,000 fully paid equity shares of 1 each on conversion of warrants.

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 not have any fixed deposit programme or any scheme or proposal involving mobilisation of funds in India or abroad during the financial year ended 31 st March, 2025.

The Infomerics Valuation and Rating Private Limited wide letter dated 17 th October, 2024 have assigned the credit rating as IVR A- (IVR A minus with Stable Outlook) rating to Companys 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 ?3638 to IEPF.

However, during the year, the Company has transferred ?480 as dividend to IEPF Authority pertains to the shares already transferred to IEPF Account.

During the financial year, the Company had transferred 24800 shares to IEPF.

b) Details of the resultant benefits arising out of shares already transferred to the IEPF

During the year, the Company has transferred ?480 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 31.03.2025, 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 31 st March, 2025)	Due date of Transfer to IEPF Authority
Final Dividend for FY 2017-18, AGM held on 22.09.2018	58,570.50	22.10.2025
Final Dividend for FY 2018-19, AGM held on 21.09.2019	46,639.00	25.10.2026
Final Dividend for FY 2019-20, AGM held on 18.12.2020	46,083.84	22.01.2028
Final Dividend for FY 2020-21, AGM held on 27.09.2021	2,65,684.04	27.10.2028
Final Dividend for FY 2021-22, AGM held on 27.09.2022	2,64,878.50	27.10.2029
Final Dividend for FY 2022-23, AGM held on 25.09.2023	2,65,004.50	25.10.2030
Final Dividend for FY 2023-24, AGM held on 20.09.2024	5,79,000.90	20.10.2031

*The above table is showing the position as on 31 st March, 2025.

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:

\u2022 Name of the Nodal Officer:	Mr. Hasmukh Kanubhai Modi
\u2022 Designation:	Company Secretary
\u2022 Postal Address:	Rushil Decor Limited, Rushil House, Near Neelkanth Green Bungalow, Off Sindhu Bhavan Road, Next to GIHED CREDAI, Shilaj, Ahmedabad - 380059
\u2022 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. Ramanik T. Kansagara (DIN: 08341541), Executive 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 following changes were made in the Composition of Board of Directors:

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

Mr. Shankar P. Bhagat ceased to be a Director of the Company upon completion of his term as Independent Director on 20 th September, 2024. Mr. Shankar P. Bhagat was re-appointed as an Independent Director for second term of five consecutive years from 21 st September, 2019 to 20 th 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 was completed on 20 th September, 2024 and accordingly he was ceased as an Independent Director of the Company.

The Board placed on record their gratitude and appreciation for the valuable contributions made by Mr. Shankar P. Bhagat, during his association with the Company as 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

CORPORATE STATUTORY FINANCIAL

Ui OVERVIEW 34 REPORTS 12 1 STATEMENTS

held on August 01,2024 for a period of one year w.e.f. August 9, 2024. His appointment from Additional independent Director to an Independent Director was regularized in the Annual General Meeting held on September 20, 2024 for a period of one year from the date of appointment. Accordingly, his first term is valid upto August 8, 2025.

In the board Meeting held on August 2, 2025, Mr. Hiren Mahadevia was reappointed as an Independent Director of the Company for his second term of five years from August 09, 2025 to August 08, 2030 subject to approval of the Shareholders in the ensuing Annual General Meeting.

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 31 st July, 2024. His office of directorship is due for retirement on 31 st July, 2024.

The Company re-appointed Mr. Ramanik T. Kansagara, as Whole Time Director of the Company in the annual general meeting held on September 20, 2024 for further term of five (5) years w.e.f. 1 st August, 2024 to 31 st July, 2029.

Key Managerial Personnel (KMP)

During the year under review, Mr. Rushil Thakkar (DIN: 06432117) was re-designated as Managing Director from Whole Time Director and Mr. Krupesh Thakkar (DIN: 01059666) was re-designated as Whole Time Director from Managing Director w.e.f. September 29, 2024 for the remaining period of their appointment respectively.

Except, this 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

49

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 proficiency self-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 Companys website at https://rushil.com/admin/uploads/investors pdf/codes policies/or-management-under-Regulation-17-of-the-SEBI- LODR-Regulation-2Q15.pdf

FAMILIARISATION PROGRAMME FOR THE

Incompliance withtherequirements of the Listing Regulations, the Company has put in place a familiarization 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/Familiarization-Programmes- for-Independent-Directors 1.pdf

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the FY 2024-25, 8 (Eight) board meetings were held. The details of the meetings of Board of directors and its Committees convened during the Financial Year 2024-25 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 2024-25 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 August 01, 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 Boards 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 and their independence 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, 2025, 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 31 st March, 2025 and of the profit and loss of the Company for the financial year ended 31 st March, 2025;

(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 conduct of its business, including adherence to the Companys 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 disclosures.

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, 2025, Your Company have two subsidiaries companies - "Rushil Modala Ply Limited" and "Rushil Decor Pte. Ltd."

The subsidiary Company i.e. Rushil Modala Ply Limited 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.

The Wholly owned subsidiary Company i.e. Rushil Decor Pte. Ltd. was incorporated on 6 th November, 2024 in Singapore with the objects to carry out the business of laminated sheet, Veneer, MDF Board, HDF Board, Plywood, Particle Board, PVC Board, Wooden Flooring, all types of panel board etc.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 as set out in "Annexure - [2]" of this report, which forms part of this Integrated Annual Report.

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 FY 2024-25, the Company has entered into 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 [3]" to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of the Company, during the financial year 2024-25 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, medical support and women empowerment through recognised implementing agency named Shree Ghanshyam Parivar 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 FY 2024-25 as well as other details of initiatives undertaken by the Company during the Financial Year 2024-25 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 - [4]".

The CSR policy is available on the website of the Company at https://rushil.com/admin/uploads/7/10/Corporate-Social- Responsibilitv-Policv.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 - [5]".

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 Companys 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

Your 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 Companys code of conduct. The Policy provides adequate safeguards against victimization 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.

Your 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 Auditors Report and Financial Statements which forms part of this Annual Report.

During the year under review, 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 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 2,80,00,000/- under section 125 of the Customs Act, 1962, and
	(iv) An order of Penalty of 97,00,000/- under section 112(a) of the Customs Act, 1962.
Date of receipt of direction or order	22 nd May, 2024
Details of the violation/ contravention committed or alleged to be committed	The goods were imported by the Company availing benefit of 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 on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report dated May 14, 2025 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

On the recommendation of the Audit Committee, the board of directors has approved the appointment of M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad, a peer reviewed firm (Firm Registration No. P2014GJ034800) in its meeting held on 14 May, 2025 to undertake the Secretarial Audit of the Company from the financial year 2025-26 to 2029-30 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as per the Regulation 24A(1)(b) SEBI (LODR) Regulations, 2015 as amended subject to the approval of the shareholders at the ensuing annual general meeting.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR-3 for the Financial Year 2024-25 is annexed herewith as "Annexure - [6]" to this Report. The Secretarial Auditor has not reported any

qualification, reservation or adverse remark or disclaimer in his report.

Your 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 financial year ended 31 st March, 2025 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 www.rushil.com

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing Regulations, 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://www.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, 2025, on the utilisation of proceeds of Preferential Issue of the Company was placed before the Audit Committee in its meeting held on May 14, 2025, 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 Companys Preferential Issue and post its approval the same was submitted with the Stock Exchanges on May 14, 2025.

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 2024-25, 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:// www.rushil.com/admin/uploads/7/10/Policy-on-Prevention-of- Sexual-harrasement-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 2024-25, 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 Companys 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.

For and on behalf of the Board of Directors,

Krupesh G. Thakkar

Date: August 11,2025 Chairman

Place: Ahmedabad (DIN: 01059666)