Raideep Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors are pleased to present this 29th Annual Report together with the Audited Annual Financial Statements
for the year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company

The Financial Year 2023-24 had been of mixed fortunate for the Company, as your Company has shown an
improved performance during the year under review. The net Profits of your Company, on standalone basis, has
gone up from Rs. 21,39,558/- in the Financial Year 2022-23 to Rs. 21,67,301/-in the Financial Year 2023-24.
However,The net Profits of your Company, on consolidated basis, has gone down from Rs. 4,42,20,985/-in the
Financial Year 2022-23 to Rs. 1,04,08,026/- in the Financial Year 2023-24.

The financial summary, performance highlights operations/state of affair of your Company for the years
are summarized below:

The Company''s financial performance for the Current year and previous year is summarized below:

Amount (In Rupees)

PARTICULARS	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Income from Business Operations	25,55,35,072.00	27,50,02,908.00	25,55,35,072.00	27,50,02,908.00
Other Income	74,47,394.00	70,99,538.00	1,56,88,119.00	4,91,80,965.00
Total Income	26,29,82,466.00	28,21,02,446.00	27,12,23,191.00	32,41,83,873.00
Less: Expenditure except Depreciation	25,92,67,980.00	27,84,15,505.00	25,92,67,980.00	27,84,15,505.00
Profit/Loss before Depreciation and Tax	37,14,486.00	36,86,941.00	1,19,55,211.00	4,57,68,368.00
Less: Depreciation Profit/Loss before Exceptional	5,93,030.00	6,31,555.00	5,93,030.00	6,31,555.00
Item and Tax	31,21,456.00	30,55,386.00	1,13,62,181.00	4,51,36,813.00
Less: Exceptional Item	2,25,233.00	-	2,25,233.00	-
Profit/Loss before Tax	28,96,223.00	30,55,386.00	1,11,36,948.00	4,51,36,813.00
Less: Tax Expense	8,32,122.00	8,05,447.00	8,32,122.00	8,05,447.00
Add: Deferred Tax Asset	-1,03,200	1,10,381.00	-1,03,200	1,10,381.00
Add: MAT Credit Entitlement	-	-	-	-
Less: Prior Period Taxes	-	-	-	-
Net Profit/Loss after tax	21,67,301.00	21,39,558.00	1,04,08,026.00	4,42,20,985.00
Add: Other Comprehensive Income	-	-	-	-
Net Profit/Loss for the period	21,67,301.00	21,39,558.00	1,04,08,026.00	4,42,20,985.00
Earnings per share:
Basic	0.39	0.39	1.89	8.03
Diluted	0.39	0.39	1.89	8.03

2. RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS UNDER SECTION 134(3Hi> OF THE
COMPANIES ACT, 2013

During the year under review, the total revenue from operations was Rs. 25,55,35,072.00/-on standalone basis
as compared to the last year''s revenue 27,50,02,908.00/-on standalone basis. Profit before Tax (PBT) for the
period is Rs. 28,96,223.00/-as compared to Rs. 30,55,386.00/-of last fiscal. Profit after Tax (PAT), on standalone
basis, stood at Rs. 21,67,301.00/-as compared to Rs. 21,39,558.00/-of last fiscal and EPS stood at Rs 0.39
similar to Rs. 0.39 of last financial year.

The Profit after Tax (PBT) of your Company, on consolidated basis, has gone down from Rs. 4,42,20,985/- in the
Financial Year 2022-23 to Rs. 1,04,08,026/- in the Financial Year 2023-24 and EPS, on consolidated basis, stood
at Rs.1.89 as compared to Rs. 8.03 of last financial year.

3. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013

With a view of augmenting financial resources for generating stable growth in future, the Board of Directors of the
company have not declared any dividend for the current financial year.

4. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs
(MCA), Standalone Financial Statements of the Company for the Financial Year 2023-24 have been prepared as
per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the Act),
Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

5. TRANSFER TO RESERVE UNDER SECTION 134(3Hi) OF THE COMPANIES ACT, 2013

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

6. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company.
As at 31st March, 2024, the Authorized Share Capital of the Company was Rs.

6,00,00,000/- consisting of 60,00,000 Equity Share of Rs.10/- each. The Paid-up Share Capital of the Company
as on 31st March, 2024 was Rs. 5,50,80,000/- consisting of 55,08,000 Equity Share of Rs. 10/- each and during
the year under report, your Company has not issued any shares under any employee stock option schemes,
sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the
Company has not bought back its own securities, during the year under report.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend as company has not declared any dividend in the past, so the
provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.

8. PUBLIC DEPOSITS

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of
the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or
interest was outstanding as of the Balance Sheet date. There were no unclaimed deposits at the end of Financial
Year i.e. 31st March, 2024.

9. SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

During the financial year ended 2023-24 the Company has no subsidiary companies within the meaning of Section
2(87) of the Companies Act, 2013 ("Act").

The Company has three Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013
("Act"). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of
financial statements of the Company''s subsidiary & Associates is mentioned in Form AOC-1 marked as
"Annexure-I" and forms part of this report.

10. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements, of the Company for the year under review.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as attachment of this in
a separate section of this Board Report.

12. CHANGE IN DIRECTOR(S) / KEY MANAGERIAL PERSONNEL(S) DURING THE YEAR

The details about the changes in the Board of Directors or Key Managerial Personnel by way of Appointment, Re¬
designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. During the year under review
there are changes in theKey Managerial Personnel of the Company which are as follows:

Sl. No.	Name	Designation	Appointment	Resignation
01	Ms. Ankita Agarwal	Company Secretary & Compliance Officer	31.12.2022	05.10.2023
02	Ms. Ruchi Chordia	Company Secretary & Compliance Officer	04.01.2024	-

The Board places on record its appreciation for the services rendered by Ms. Ankita Agarwal who resigned from
the office of Company Secretary & Compliance officer.

During the year under review, no change has taken place in the composition of Board of Directors. The composition
of the Board of Directors of the Company is in compliance with the applicable norms.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent
directors appointed during the year

No Independent Directors have been appointed on the Board of Directors during the financial year 2023-24.

13. RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by
rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors
of the public company should be liable to retire by rotation and out of such directors, 1 /3rd should retire by rotation
at every Annual General Meeting of the company.

Mrs. Paramjit Bhalla (DIN: 01875313), Director will be retiring by rotation at the ensuing Annual General Meeting
and being eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Board of
Directors the Company at the ensuing Annual General Meeting (AGM).

The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying
Notice convening ensuing Annual General Meeting of the Company.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013

All Independent Directors have given declarations under Section 149(7) that they meet the criteria of Independence
as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015.

15. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT, 2013

As required under Section 134(3)(a) of the Companies Act, 2013 the Annual Return for the financial year ended
on 31st March 2024 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 is put on the Company''s website and can be accessed
at https://www.raideepindustries.com/investor-desk/annual-return

16. NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

During the financial year ended on March 31,2024, 8 (Eight) Board Meetings were held. The dates on which the
Board meetings were held are 29.05.2023, 11.08.2023, 30.08.2023, 12.10.2023, 07.11.2023, 09.11.2023,
12.01.2024, & 13.02.2024. The maximum interval between any two meetings didn''t exceed 120 days, as prescribed
in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the
Corporate Governance Report, which forms part of the Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on Tuesday,
March 19, 2024 to discuss and review the performance of all other non- independent Directors, Chairperson of
the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule
IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

17. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies
Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation,
2015. The Audit Committee of the Company comprises of Mr. Sumeet Singh Bagga (Chairperson), Mr. Inderbir
Singh and Mrs. Paramjit Bhalla as Members. During the year, all the recommendations made by the Audit
Committee were accepted by the Board.

The details of Composition of Audit Committee is given in the Corporate Governance Report which forms the
integral part of this Annual Report.

18. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section
178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of
Mr. Sumeet Singh Bagga (Chairperson), Mr. Inderbir Singh and Mrs. Paramjit Bhalla as Members.

The details of Composition of the Committee is given in the Corporate Governance Report which forms the
integral part of this Annual Report.

19. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee of the Company is constituted in line with the provisions of section
178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015. The Stakeholders'' Relationship Committee of the Company comprises of
Mr. Sumeet Singh Bagga (Chairperson), Mr. Inderbir Singh and Mrs. Paramjit Bhalla as Members.

The details of Composition of the Committee is given in the Corporate Governance Report which forms the
integral part of this Annual Report.

20. VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions
of Section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation&
Disclosure Requirement) Regulation, 2015.

21. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own
performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states
that performance evaluation of the Independent Director shall be done by Directors excluding the Director being
evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down
by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was
carried out through a structured evaluation process to judge the performance of individual Directors including of
the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills,
behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making
ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation
of concerned Independent Director whose evaluation was to be done. The performance evaluation of the
Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Board was
satisfied with the evaluation process and approved the evaluation results thereof.

22. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION
ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

M/s. Montek S & Associates, Chartered Accountants, (Firm Registration No. 020247N) were appointed as Statutory
Auditors of the company at the 28th Annual General Meeting (''AGM'') held on September 29, 2023, for a period of
five years till the conclusion of the 33rd AGM to be held for the financial year ending March 31,2028.

Qualification(s) and Directors'' comments on the report of Statutory Auditor:

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and in the opinion of the
Directors do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation,
adverse remark or disclaimer.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board has appointed Ms. Preeti
Mittal, Practicing Company Secretary, (Membership No. FCS - 12900 & CP No. - 17079) Proprietor of
M/s. Jain P & Associates, Company Secretaries, a firm of practicing company secretaries was appointed as
Secretarial Auditor to conduct the secretarial audit of the Company for the financial year ended 2023-24.

Secretarial Audit Report

The Secretarial Audit was conducted by Ms. Preeti Mittal, Practicing Company Secretary and the Secretarial
Audit Report thereon in Form No. MR-3 is annexed herewith as "Annexure-II" and forms part of this Report.

Qualification(s) and Directors'' comments on the report of Secretarial Auditor:

Observations in the report are on the basis of facts and are self-explanatory.

C. INTERNAL AUDITOR

The Company had appointed Mr. Vijay Bharti as Internal Auditor of the Company to carry out the Internal Audit
Functions.

The Company has well established internal control system and procedures and the same has been working
effectively throughout the year.

D. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148
(1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost
accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service.
Therefore, no requirement of Appointment of Cost Auditor arises.

23. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and/or Board under Section143 (12) of Companies Act, 2013 and Rules framed thereunder.

24. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report.

25. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPAIES ACT, 2013

During the financial year 2023-24, the Company has not entered into any contracts/arrangements/ transactions
with related parties which could be considered material in accordance with the Company''s Policy on Materiality of
Related Party Transactions. All the transactions made on arm''s length basis are being reported in Form No.AOC-
2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
is annexed as "Annexure-III" and forms part of this Report.

The Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed at
http://www.raideepindustries.com/wp-content/uploads/2017/12/Policies Done Policy-on-Related-Party-
Transactions.pdf

26. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS
REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There were no material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year of the Company to which this financial statement relate and on the date of
this report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

To the best of the Management''s knowledge, there has been no material order passed by any regulator or Court
or Tribunal impacting the Going Concern status of the Company''s operations.

28. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the
Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.

29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of loan taken from Bank & Financial
Institution.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUT-GO

The requisite information with regard to conservation of energy,technology absorption and foreign exchange
earnings and outgo,in terms of the Section 134(3)(m) of the Companies Act, 2013, readwith Companies (Accounts)
Rules, 2014 is given below:-

	Conservation of energy	NIL
1.	the steps taken or impact on conservation of energy	-
2.	the steps taken by the company for utilizing alternate sources of energy	-
3.	the capital investment on energy conservation equipment	-

	Technology absorption	NIL
1.	the efforts made towards technology absorption	-
2.	the benefits derived like product improvement, cost reduction, product development or import substitution
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
4.	the details of technology imported	-
5.	the year of import	-
6.	whether the technology been fully absorbed	-
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	-
8.	the expenditure incurred on Research and Development	-

	Foreign exchange earnings and Outgo	NIL
1.	The Foreign Exchange earned in terms of actual inflows during the year	-
2.	The Foreign Exchange outgo during the year in terms of actual outflows	-

Further, there were no foreign exchange earnings and outgo during the year under review.

31. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the
Company. However, as per Section 134 (3) (n) of Companies Act 2013, the Company regularly maintains a proper
check in normal course of its business regarding risk management. Currently, the company does not identify any
element of risk which may threaten the existence of the company.

32. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social
Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable
to the company for the period under review.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the
Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company
has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a
whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee.
The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle
blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be
accessed at (https://www.raideepindustries.com/code-of-conduct)

During the year under review, no protected disclosure concerning any reportable matter in accordance with the
Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal)
Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at
its workplaces. During the year, no complaints were filed with the Company.

Number of	Number of complaints	Number of complaints	Number of workshops
complaints	disposed of	pending more than	or awareness programme
received		ninety days	against sexual harassment
NIL	NIL	NIL	NIL

35. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate
section on corporate governance practices followed by the company, together with the certificate from the Practicing
Company Secretary confirming compliance forms an integral part of this Report.

36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal FinancialControl system commensurate with the size,
scale and complexityof its operation. The system encompasses the major processes toensure reliability of financial
reporting, compliance with policies,procedures, laws, and regulations, safeguarding of assets andeconomical and
efficient use of resources.

The Company has performed an evaluation and made anassessment of the adequacy and the effectiveness of
the Company''sInternal Financial Control System. The Statutory Auditors of the Company have also reviewed the
Internal Financial Control systemimplemented by the Company on the financial reporting and intheir opinion, the
Company has, in all material respects, adequateInternal Financial Control system over Financial Reporting and
suchControls over Financial Reporting were operatingeffectively as on 31stMarch, 2024 based on the internal
control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensuresthe orderly and efficient conduct of its business
and adherenceto the company''s policies, prevention and detection of frauds and errors, accuracy & completeness
of the records and the timelypreparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the
Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the organization''s risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also
meet the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial
reporting system and compliance to accounting policies and procedures followed by the Company.

37. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other
workers of the Company for their hard work, dedication and commitment. During the year under review, relations
between the Employees and the Management continued to remain cordial.

38. PARTICULARS OF EMPLOYEES

The Particulars of remuneration of Employees during the year 2023-24 pursuant to the provisions of Section 197,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as
an "Annexure-IV" and forms part of this Report.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee
is given in "Annexure-V" and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as
adopted by the company

39. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy
contains, inter-alia, directors'' appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director, etc. The same can be accessed at https://www.raideepindustries.com/wp-
content/uploads/2022/12/Criteria-for-making-payment-to-Non-executive-Directors.pdf

40. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to
familiarize Independent Directors about the Company. The same can be assessed a
thttp://www.raideepindustries.com/wp-content/uploads/2017/12/Policies Done Familiarisation-Programme-for-
Independent-Directors.pdf

41. ANNUAL LISTING FEES/CHARGES

The shares of the Company are presently listed at BSE Limited and The Calcutta Stock Exchange Limited.

All statutory dues including Annual Listing Fees (for which invoices have been raised by the exchange) for the
Financial Year 2024-25 has been paid by the Company.

42. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior
Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of
Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

43. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished
Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code
of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI
(Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance
with the Code of Conduct.

44. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the
Company.

45. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments &
estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company
at the end of the financial year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & 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 &
detecting fraud & other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are
adequate and are operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

46. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year 2023-24.

47. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there
were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the
Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit
of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing
Director of the Company.

48. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the
various stake holders including Financial Institutions, Banks, Governmental authorities and other business
associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered
by the employees at all levels of the Company, who have contributed significantly towards Company''s performance
and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and
support extended by our valued stakeholders.

For and on behalf of the Board
For Raideep Industries Limited

Rai Sahib Paramjit Bhalla

Date: 29.08.2024 Managing Director Whole Time Director

Place: Ludhiana DIN:01582498 DIN:01875313