Share Wealth

Your directors have pleasure in submitting the 41^st Annual Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2024.

Summary Of Financial Results: (Rs. in Lacs)

The summarized financial performance of the Company for the year under review as
compared with previous year's figures are given hereunder:

OPERATIONAL REVIEW:

Gross revenues for this financial year stood at Rs. 0.11 Lakhs as against profit of Rs. 0.24
Lakhs in the previous year. After providing for depreciation and taxation the net profit of
the Company for the year under review was placed at Rs. 0.09 Lakhs as compared to the
profit of Rs. 0.18 Lakhs incurred during the previous year registering a growth in the
revenues of the company. Company has delivered a slightly better performance both in
terms of profitability and turnover driven by a strong focus on operational efficiency and
market diversification.

DIVIDEND:

In view of Accumulated Loss in the Balance Sheet your directors do not recommend any
dividend for the year under operation. The provisions of section 125(2) of the companies
Act, 2013 does not apply to the company for the year under review.

SHARE CAPITAL:

The paid-up equity capital as on March 31, 2024 was Rs 1500.24 Lakhs. The company has
not issued shares with differential voting rights nor granted stock options nor sweat
equity. As on 31^st March, 2024 none of the Directors hold any instrument convertible into

equity shares of the company. The Company has paid Listing Fees for the financial year
2024-25 to BSE Limited and CSE Limited, where its equity shares are listed.

FINANCE:

Cash and cash equivalents as at March 31, 2024 was Rs. 384.71 lakhs. The company
continues to focus on judicious management of its working capital, Receivables,
inventories, and other working capital parameters were kept under strict check through
continuous monitoring.

FIXED DEPOSITS:

The Company being a Non-Banking Financial Corporation (NBFC) has not accepted
deposits and as such no amount on account of principal or interest on Public Deposits was
outstanding as on the date of Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Being a NBFC Company Section 186 of Companies Act, 2013 is not applicable to the
Company. The details of the investments made by company is given in the notes to the
financial statements.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule
12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form -
MGT 9 is furnished in Annexure and is attached to this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined by the Audit Committee in consultation with the Statutory Auditor of the
Company. To maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the Chairman &
Managing Director. Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not have the requisite Net Worth nor has it achieved the requisite
turnover nor it has the requisite net profit for the year for triggering the implementation
of "corporate social responsibility" (CSR). Hence Section 135 of the Companies Act, 2013
is not applicable to the company for the period under review.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Your Company is a Non-Banking Finance Company hence information regarding disclosure
of conservation of energy is not applicable to it. However, as a part of national interest it
ensures that energy consumption is kept at minimum. There is no technology involved as
the Company is a Non-Banking Finance Company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review the Company has NIL foreign exchange earnings/foreign
exchange out flow.

DEBENTURES:

During the financial year under review, the Company has not issued or allotted any
Debentures and does not have any outstanding Debentures.

DIRECTORS:

The Board of the company comprises with an optimum mix of Executive and Non¬
Executive Directors (including Independent Directors). Based on the Confirmation received
none of the Director of the Company is disqualified for appointment under the applicable
provisions of the Companies Act, 2013.

Changes in directors during the financial year 2023-24.

*Mrs. Malti Jaiswal has confirmed that there is no other material reason of resignation other than
those provided.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and of the Listing
Agreement and applicable regulations of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act and Regulation 17 of the SEBI (LODR)
Regulations, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually as well as the Board Committees. The evaluation
process considered the effectiveness of the Board and the committees with special
emphasis on the performance and functioning of the Board and the Committees. The
evaluation of the Directors was based on the time spent by each of the Board Members,
core competencies, expertise and contribution to the effectiveness and functioning of the
Board and the Committees.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the
year Eight (8) Board Meetings, four (4) Audit Committee, four (4) Stakeholder
Relationship Committee and four (4) Nomination and Remuneration Committee Meetings
were convened and held. The details of which are given in the Corporate Governance
Report. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state
that:

i) In the preparation of the annual accounts, the applicable accounting standards
have been followed.

ii) The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit or loss of the Company for the
year under review.

iii) The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively.

vi) The directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system was adequate and
operating effectively.

RELATED PARTY TRANSACTIONS:

All Related party transactions that were entered into during the financial year were on an
arms length basis and in the ordinary course of business. There are no material significant
related party transactions made by the Company during the year that would have required
shareholder approval under applicable clauses and regulations of the Listing Agreement.
All related party transactions are reported to the Audit Committee. Prior approval of the
Audit Committee is obtained on a yearly basis for the transactions which are planned and/
or repetitive in nature and omnibus approvals are taken within limits laid down for
unforeseen transactions. The disclosure under Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. The
details of the transactions with related parties during 2022-23 are provided in the
accompanying financial statements.

None of the Directors had any pecuniary relationship or transactions with the Company
during the year under review.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations
of the company. The Company believes in "Zero Tolerance" against bribery, corruption
and unethical dealings / behaviors of any form and the Board has laid down the directives
to counter such acts. The code laid down by the Board is known as "code of business
conduct" which forms an Appendix to the Code. The Code has been posted on the
Company's website www.rgfcapitalmarkets.com. The Code lays down the standard
procedure of business conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. The
Code gives guidance through examples on the expected behavior from an employee in a
given situation and the reporting structure. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code. All Management Staff
were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if
any. In staying true to our values of Strength, Performance and Passion and in line with
our vision of being the respected companies in Corporate World, the Company is
committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has a Framed a Risk and Management Policy to deal with instances of fraud
and mismanagement, if any. The FRM Policy ensures that strict confidentiality is
maintained whilst dealing with concerns and that no discrimination will be meted out to
any person for a genuinely raised concern. A high-level Committee has been constituted
which investigates the complaints raised. The Committee reports to the Audit Committee
and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. The Code has been posted on the Company's
website www.rgfcapitalamarkets.com. All Board of Directors and the designated
employees have confirmed compliance with the Code.

SECRETARIAL AUDIT REPORT:

Mr. Anand Khandelia, Practicing Company Secretary, having office at 7/1A, Grant Lane,
R.No.206, Kolkata - 700001 has been appointed as Secretarial Auditors of the Company
for financial year ended 31^st March, 2024. The Secretarial Audit Report received from the
Secretarial Auditor is annexed to this report as Annexure and forms part of this report.

AUDITORS:

M/s. Beriwal & Associates, Chartered Accountants (FRN: 327762E) have been appointed
as Statutory Auditors of the Company for a period of 5 consecutive years from the
conclusion of this Annual General held in the year 2024 till the conclusion of the Annual
General Meeting of the company to be held in the year 2029 at a remuneration mutually
decided between the board and the Auditor due to the casual vacancy caused by the death
of the auditor of the company

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business.

COST AUDIT

AS PER DIRECTIVES OF THE CENTRAL GOVERNMENT AND IN PURSUANCE TO THE
PROVISIONS OF SECTION 148 OF THE COMPANIES ACT, 2013 READ WITH RULES
FRAMED THERE UNDER, THE COMPANY IS NOT REQUIRED TO CARRY OUT AN AUDIT OF
COST ACCOUNTS.

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

The Company has implemented a prevention of sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (SHWWA). A Complaints desk has been set up to redress
complaints received regarding sexual harassment and ongoing training is provided to
employees as required by the SHWWA. During the financial year 2023-24 no complaint
was received.

LISTING OF SHARES OF THE COMPANY

The equity shares of your Company continue to be listed with the BSE Limited and the
Calcutta Stock Exchange (CSE). The listing fees due as on date have been paid to the
respective stock exchanges. The ISIN No of the Company is INE684D01025.

PARTICULARS OF EMPLOYEES: (Rule 5(2) & Rule 5(1))

The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of Section 136 of the
Act, the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available for inspection by
the members at the Registered office of the company during business hours on working
days of the company up to the date of ensuing Annual General Meeting. If any member is
interested in inspecting the same, such member may write to the company secretary in
advance.

a. The ratio of remuneration of each director to the median remuneration of the
employees of the company for the financial year 2023-2024.

b. The Percentage increase in remuneration of each Director, Chief Executive Officer,
Chief Financial Officer, Company Secretary of the company.

c. The Percentage increase in the remuneration of employees in the financial year
2023-2024: - There was no increase in the remuneration of employees in the
financial year 2023-2024.

d. In the market capitalization of the Company, price earnings ratio as at the closing
date of the current financial year.

e. Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial
remuneration : There was no increase in the remuneration of employees in the
financial year 2023-2024.

f. Comparison of each remuneration of the managerial personnel against the
performance of the company.

g. The key parameters for any variable component of remuneration availed by the
Directors Apart from remuneration paid to the executive directors no remuneration
is paid to the non executive directors of the company.

h. The ratio of remuneration of the highest paid director to that of the employees who
are not directors but receive remuneration in excess of the highest paid director
during the year. NONE

i. Affirmation that the remuneration is as per the remuneration policy of the
company. The Company affirms remuneration is as per the remuneration policy of
the company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORTS

The Company is committed to maintain transparency in its operations & hence it complies
with the Corporate Governance requirements. The Corporate Governance Report as per
Schedule V(C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 and requisite Certificate of Compliance from Statutory Auditor regarding compliance
of conditions of Corporate Governance are annexed and forms part of the Annual Report.

The Management Discussion and Analysis Report of the Company comprising of
management perception, risks and concerns, internal control systems are annexed and
forms part of the Annual Report and is annexed to the report as Annexure - H.

ACKNOWLEDGEMENTS:

Your directors would like to express their gratitude for the assistance and co-operation
received from its bankers, financial institutions, Government Authorities, business
associates, stakeholders, and members during the year under review. Your directors also
appreciate the dedicated and committed services rendered by the employees at all levels
for the growth of the Company. Your directors also wish to place on record their deep
sense of acknowledgement to the esteemed shareholders for their continued support and
encouragement for the Company

Dated: 27.05.2024 For and on behalf of the Board of Directors

Place: Kolkata

Shradha Handa
Company Secretary
Membership No. 62580