Your Directors are pleased to present their 43^rd Annual Report on the business and operations of the Company
together with the Audited Standalone and Consolidated Financial Statements for the year ended March 31,2024.

1. Financial Highlights-Standalone & Consolidated (in Lakhs)

2. Overview of Company’s Financial performance:

The company’s performance during Financial Year 2023-24 on a standalone and consolidated basis
were as follows -

On standalone basis

During the Financial year 2023-2024 at Standalone level revenue from operations stood at Rs. 267.96
Lakhs against Rs.244.96 Lakhs in the previous year. Your company reported growth in revenue from
operations of 9.39% over the previous year. The Operating Profit before tax stood at Rs. 90.27 Lakhs
against profit of Rs. 30.87 Lakhs reported in the previous year. Profit after Tax for the current year is
Rs. 72.02 Lakhs against Profit of Rs. 29.63 Lakhs in the previous year.

On Consolidated Basis

The consolidated revenue from operations stood at Rs. 267.96 Lakhs against Rs. 244.96 Lakhs in
the previous year registering a growth of 9.39%. The Operating profit before tax stood at Rs. 90.94
Lakhs against Profit of Rs. 31.61 Lakhs reported in the previous year. Profit after Tax for the current
year is Rs. 71.88 Lakhs against Profit of Rs. 29.50 Lakhs in the previous year.

3. Share Capital

The paid-up equity share capital of the company as at March 31,2024 stood at Rs. 3,10,83,000/-
(Rupees Three Crore Ten Lakh Eighty Three Thousand Only) divided into 31,08,300 (Thirty One Lakh
eight Thousand three hundred) equity shares of Rs. 10/- (Rupees Ten) each.

During the year under review, the Company has neither issued any shares with differential voting
rights nor granted any stock options or sweat equity or warrants.

As on March 31,2024, none of the Directors of the Company hold instruments convertible into equity
shares of the Company.

4. Transfer of Amounts to Investor Education And Protection Fund

Since there were no funds lying / remains unpaid or unclaimed for a period of seven years, the
provisions of Section 125 (2) of the Companies Act, 2013 do not apply.

5. Dividend and Reserves

Company has not recommended any dividend during the year under review, nor transferred any
amount to General Reserve.

6. Change in the Nature of Business

There was no change in nature of business of the company during the year under review.

7. Management Discussion and Analysis Report

The Management Discussion and Analysis forms an integral part of this Report and covers, amongst
other matters, the performance of the Company during the financial year under review as well as the
future prospects.

8. Subsidiaries, Associates and Joint Venture Companies

The Company Company has no Subsidiary or Joint Venture. By virtue of the control as defined under
Section 2(6) of the Companies Act, 2013, the Company has only one Associate viz. Rupal Holdings
Private Limited incorporated on October 18, 2007.

The Board of Directors has reviewed the affairs of associates companies. In accordance with Section
129(3) of the Companies Act, 2013, the consolidated financial statements of the company and its
associate companies have been prepared, which forms part of this Annual Report. A Report on the
performance and financial position of the Associate company and their contribution to the overall
performance of the Company is appended in the prescribed format AOC-1 which forms an integral
part of this Report

No new Company has become or ceased to be the subsidiary, associate or joint venture during the
year under review.

9. Directors Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors to the best of their
knowledge and ability confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31,2024, 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 March 31,2024 and of the Profit of the Company for the financial
year ended on that date;

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 the annual accounts on a “going concern” basis;

e) they have laid down internal financial controls to be followed by the company and such internal
financial are adequate and operating effectively;

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.

10. Corporate Governance report and Certificate

Your Company is committed to maintain the highest standards of Corporate Governance. Your
Directors adhere to the stipulations set out in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on
corporate governance practices followed by the Company, together with a certificate from the
Company’s Auditors confirming compliance forms an integral part of this Report.

11. Meetings of the Board

During the year under review the Board of Directors met 6(Six) times. The Details of the meetings of
the Board of Directors of the company convened during the financial year 2023-24 are given in
Corporate Governance report which forms part of the annual Report.The maximum interval between
any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013

12. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees,
and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The
criteria of performance evaluation process inter alia considers attendance of Directors at Board and
Committee meetings, communicating inter se Board members , effective participation, vision and
strategy etc,

13. Directors and Key Managerial Personnel

• Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the
Act and the Articles of Association of the Company, Mr. Devendra Sharma, CEO & Managing
Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible
have offered themselves for re-appointment.

Brief resume of directors seeking appointment / re-appointment along with other details as
stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) is separately disclosed in the Notice
and form an integral part of this report.

- • Declaration by Directors

The Company has received the following declarations from all the Independent Directors
confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Act,
read with the Schedule and Rules issued thereunder, and the Listing Regulations.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company; and

2. They have registered themselves with the Independent Director’s Database maintained

by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified
in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

• Key Managerial Personnel

Pursuant to the provisions of section 2(51) and 203 of the Act, the key managerial personnel
of the Company are as under:

14. Internal Financial Control and its Adequacy

The Company has in place, an adequate system of internal controls commensurate with its size,
requirements and the nature of operations. The internal control systems are designed to ensure that
the financial and other records are reliable for the preparation of financial statements and for maintaining
assets.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including the adherence to the Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial disclosures.

The audit committee of the Board of Directors and the internal auditors reviews the adequacy and
effectiveness of the internal control system and suggest the improvements to strengthen the same.
Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure
compliance with specified standards

During the period under review, such controls were tested and no reportable weakness in their working
has been discovered.

15. Details of Fraud Report By Auditor

During the financial year 2023-24, the Auditors has not reported any matter under Section 143 (12) of
the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134 (3) (ca)
of the Act

16. Auditor and Auditors’ Report

(a) Statutory Auditors:

At the 41^st Annual General Meeting held on 30^th September, 2022 the member approved the
appointment of M/s. L.S. Kothari & Co., Chartered Accountants, [Firm Registration No.
001450C] as the Statutory Auditors of the Company for a period of five years from the conclusion
of that Annual General Meeting till the conclusion of 46^thAnnual General Meeting, However, M/
s. L.S. Kothari & Co., due to their preoccupation of other assignments vide their resignation
letter dated 19^th April, 2024 have resigned as the Statutory Auditor of the Company which
resulted into casual vacancy in the office of Statutory Auditor as envisaged by section 139(8)
of the Companies Act, 2013.

The Board of Directors at its meeting held on 27^th April, 2024, on the recommendation of the
Audit Committee, had considered and appointed M/s. Ajay Paliwal & Co, Chartered Accountants,
(Firms Registration No. 012345C) as Statutory Auditor of the Company in the casual vacancy
caused by the resignation of M/s. L.S. Kothari & Co to hold office until the conclusion of
ensuing Annual General Meeting of the Company at such remuneration plus applicable taxes,
and out of pocket expenses, as determined and recommended by the Audit Committee and
approved by the Board of Directors of the Company.

However, this appointment is subject to approval of the Members in the ensuing Annual General
Meeting. Accordingly, consent of the Members is sought for passing the Resolutions as set
out in Item No. 3 of the Notice for appointment of M/s Ajay Paliwal & Co in the casual vacancy
of statutory auditor caused by resignation of M/s L.S. Kothari & Co.

M/s. Ajay Paliwal & Co, Chartered Accountants have given a letter to the Company consenting
their proposed appointment as Statutory Auditors and have given a certificate that their
appointment shall be in accordance with the provisions of Section 139(1) and 141 of the
Companies Act, 2013, The Auditors’ Report is self-explanatory and do not call for any further
comments. The Auditor’s Report does not contain any qualification, reservation or adverse
remark.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged
the services of Mr. Ronak Jhuthawat, (CP No. 12094), Company Secretary in Practice, Udaipur
to conduct the Secretarial Audit of the Company for the financial year ended March 31,2024.

The Secretarial Audit report for the financial year ended March 31,2024 in Form No.MR-3 is
attached as Annexure II to this Report.

The secretarial audit report does not contain any qualification, adverse observations/remarks.

(c) Internal Auditor

The Board had appointed M/s Jain Mandowara & Associates, Chartered Accountants, Udaipur
as the Internal Auditor of the Company for the year 2023-2024.

(d) Cost Auditor

No Cost Auditor was appointed during the financial year as there is no statutory requirement
imposed for mandatorily according to the size and nature of the business.

17 Annual Return

The Annual Return of the Company as on 31st March, 2024 in Form MGT - 7 in accordance with
Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is
available on the website of the Company at www.rajdarshanindustrieslimited.com

18. Particulars of Contracts, Arrangements or Transactions with Related Parties

All the transactions / contracts / arrangements of the nature as specified in Section 188(1) of the
Companies Act, 2013 entered by the Company during the year under review with related party(ies)
are in the ordinary course of business and on arm’s length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of
all related party transactions is presented before the Audit Committee and Board of Directors on a
quarterly basis specifying the nature, value and terms & conditions of the transactions.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section
188 are given in the prescribed form AOC -2 as Annexure III.

The Company has made full disclosure of transactions with the related parties as set out in Notes of
Standalone & Consolidated Financial Statement, forming part of the Annual Report.

There were no materially significant related party transactions which could have potential conflict
with interest of the Company at large.

The Company has formulated a policy on related party transactions which is also available on the
website of the Company.

19 Particulars of Employees

The statement containing particulars of employees 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, is provided in a separate exhibit forming part of this report as per Section
197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are set out in Annexure-1 attached thereto.

20 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 (including any statutory modifications(s) or re-enactment(s) thereof for the time being in
force.

21 Particulars of Loans, Guarantees And Investment

The particulars of loans, Guarantees and investments covered under the provisions of section 186 of
the Companies Act, 2013 are given in the notes to Financial Statement.

22 Risk Management

As per Regulation 21 (5) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Risk Management committee is mandatorily applicable to top
1000 companies and your company do not fall under the same, hence the company is not required
to constitute such committee; however, the Company has its own procedure for identifying the various
business risks and seeks to create transparency, minimize adverse impact on the business objectives
and enhance the Company’s competitive advantage. The risk management system defines the risk
management approach across the enterprise at various levels including documentation and reporting.

23 Whistle Blower Policy (Policy on Vigil Mechanism)

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations. In line with these objectives, The Company has adopted a whistle blower
mechanism for directors and employees to report concerns about unethical behavior, actual or
suspected fraud, or violation of the company’s code of conduct and ethics.

Details of the Whistle Blower Policy are stated in the Corporate Governance Report. During the
financial year 2023-24 no cases under this mechanism were reported.

24. Prevention of Sexual Harassment of Women at Workplace

As required by the Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal)
Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment
at the workplace with a mechanism of lodging complaints and matters connected there with or
incidental thereto.

The Company has always provided a congenial atmosphere for work to all the employees that is free
from discrimination and harassment including sexual harassment. It has provided equal opportunities
of employment to all without regard to their caste, religion, colour, marital status and sex.

There were no complaints reported during the financial year under the said policy.

25. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your
Company has instituted a comprehensive Code titled as “Code of Conduct to regulate, Monitor and
Report trading by Insiders” which lays down guidelines and advises the Directors and Employees of
the Company on procedures to be followed and disclosures to be made while dealing in securities of
the Company.

The policy provides the framework in dealing with securities of the Company. Details of the policy are
available on our website.

26. Details of application made or any proceeding pending under the Insolvency and Bankruptcy
code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial
year:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the
financial year is not applicable.

27. Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as
the said provisions are not applicable.

28. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting
the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status of the Company.

29. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings
and Outgo required under the Companies (Accounts) Rules, 2014

A. Conservation of Energy and Technology Absorption, Adaption and Innovation

The Company has no particulars to furnish under the above head since it has not carried any
manufacturing activity during the year under review.

B. Foreign Exchange Earning & Outgo and Export Activities
Foreign exchange earnings and outgo

30. Appreciation

The Board of Directors place on record sincere gratitude and appreciation for all the employees of the
Company for their hard work, solidarity, co-operation and dedication during the year. The Board
conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers,
business associates, regulatory and government authorities for their continued support.

By order of the Board
For Rajdarshan Industries Ltd.

Prakash Kumar Verdia

Chairman

Udaipur, 03^rd September, 2024 DIN: 02429305