Rockingdeals Circular Economy Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 23^rd Annual Report on the business and operations of
Rockingdeals Circular Economy Limited (the Company or ‘RDCEL’) along with the Audited Financial
Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY

The Company’s standalone financial performance for the year ended 31^st March, 2025 is summarized as
below:

	Financial Year ended		Financial Year ended
Particulars	31st March 2025		31st March 2024
	Standalone	Consolidated	Standalone	Consolidated
Revenue from operations	5543.51	5543.51	4956.12	4956.12
Other Income(net)	10.63	10.85	29.38	29.38
Total Income	5554.15	5554.36	4985.49	4985.49
Less:
Operating & Administrative expenses	4493.02	4503.62	4204.27	4204.27
Profit Before Depreciation Interest & Tax	1061.13	1050.74	781.22	781.22
Less:
Depreciation and amortization expense	254.62	254.62	26.59	26.59
Finance cost	54.28	54.28	30.60	30.60
Profit before exceptional item and tax	752.23	741.85	724.04	724.04
Exceptional item	-		-
Profit before tax (PBT)	752.23	741.85	724.04	724.04
/- Tax expense:
Current Tax	234.04	234.04	188.00	188.00
Deferred Tax	(25.96)	(25.96)	15.27	15.27
Profit after tax for the year (PAT)	544.15	533.77	520.77	520.77

2. STATE OF COMPANY AFFAIRS

The Company’s Revenue from Operations on a Standalone basis for FY 2024-25 was t 5543.51Lakhs as
against t4956.12 Lakhs in the previous year. The Profit before Depreciation Interest and tax is t 752.23
Lakhs as compared to t724.04 Lakhs in the previous year. The Net Profit for the year stood at t544.15
Lakhs as compared to t520.77 Lakhs for the previous year. The Earning per Share has declined to t 9.62
as against t11.72 in the Previous Year.

The Company’s Revenue from Operations on a Consolidated basis for FY 2024-25 was t 5543.51 Lakhs
as against t4956.12 Lakhs in the previous year. The Profit before Depreciation Interest and tax is t 741.85
Lakhs as compared to t724.04 Lakhs in the previous year. The Net Profit for the year stood at t533.77
Lakhs as compared to t520.77 Lakhs for the previous year. The Earning per Share has also declined to t
9.43 as against t11.72 in the Previous Year.

3. SUBSIDIARY / ASSOCIATE COMPANY / JOINT VENTURE

The Company does not have any Associate or Joint Venture Company as on 31^st March, 2025.

The Company has two wholly owned subsidiary company named Rocking Deals General Trading LLC
in Dubai incorporated on 09^th October, 2024 and Sustainquest Private Limited incorporated as per
Companies Act, 2013 on 06^th September, 2024.

During the financial year and as on the date of this Report, there are no material subsidiaries of the
Company.

4. DIVIDEND

Keeping in view future growth opportunities, your directors consider it prudent to plough back the profits
and not to recommend any dividend for the financial year 2024-2025.

5. RESERVES

The Company has not transferred any amount to its reserves, the details in respect of which can be verified
from the audited financial statement forming part of this report.

6. SHARE CAPITAL
A. Authorized Capital

During the Financial year, the Company has increased its authorized share capital from Rs. 5,73,00,000/-
(Rupees Five Crores and Seventy-Three Lakhs only) divided into 57,30,000 (Fifty-Seven Lakhs and
Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each by the creation of additional 12,70,000
(Twelve Lakh Seventy Thousand Only) equity shares of Rs. 10/- (Rupees Ten only) each in the
Extra-ordinary General Meeting 03 ^rd February, 2025.

As on 31^st march, 2025, the company has authorized share capital of Rs. 7.00 Crores, divided into
70,00,000 Equity shares of Rs. 10 each.

B. Issued/Subscribed/Paid up Capital

The issued/Subscribed/Paid Up Capital share capital of the Company is ? 5,65,90,000 (Rupees Five Crore
Sixty-Five Lakh Ninty Thousand Only), comprising 56,59,000 equity shares of face value ? 10/- each.

7. COMPOSITION OF BOARD

The Board of Directors of the Company has an optimum composition of Executive, Non-Executive and
Independent Directors in compliance with the provisions of Companies Act, 2013 and SEBI (LODR)
Regulations, 2015. As on March 31, 2025, Board of Directors comprise of 5 Directors out of which 1 is
Executive Director, 2 are Non-Executive Non-Independent Woman Director and 2 are Non-Executive
Independent Directors which is in compliance with the provisions of Companies Act, 2013. All
Independent Directors are eminent persons and bring a wide range of expertise and experience to the
Board thereby ensuring the best interest of stakeholders and the Company. Following persons comprise
the Board:

Category	Name of Director
Executive Directors	Mr. Aman Preet
Non-Executive Non-Independent Director	Mrs. Kulbir Chopra
	Mrs. Avneet Chopra
Non-Executive Independent Director	Mr. Ravtej Singh Teer
	Mr. Prabhkamal Singh Sahni

8. DECALARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from Mr. Ravtej Singh Teer and Mr. Prabhkamal Singh
Sahni, Independent Directors of the Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). In the opinion of the Board, they
fulfill the conditions of independence as specified in the Act and the Listing Regulations and are
independent of the Management.

9. KEY MANAGERIAL PERSONNEL
Changes in KMP:

Following persons are the Key Managerial Personnel of the Company as on March 31, 2025 pursuant to
Section 2(51) and Section 203 of the Act, read with the Rules framed there under:

i) Mr. Aman Preet - Managing Director

ii) Mr. Jitender - Chief Financial Officer

v) Ms. Deepika Dixit - Company Secretary and Compliance Officer

During the year, Mr. Jitender Verma, was appointed as the Chief Financial Officer of the Company w.e.f.
June 01, 2024.

Further, after the financial year ending March 31, 2025 Mr. Jitender Verma, Chief Financial officer of the
Company, resigned with effect from April 25,2025. Subsequent to his resignation, Mr. Aman Preet was
appointed as the Chief Financial officer of the Company with effect from June 01, 2025.

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder
and the Articles of Association of the Company, Mrs. Avneet Chopra (DIN:
08390596), Non-Executive Director of the Company, is liable to retire by rotation at ensuing Annual
General Meeting and being eligible has offered herself for re-appointment. The Board recommends her
re-appointment. Profile of the Director seeking re-appointment is given in the Statement under Section
102 of the Companies Act, 2013 to the Notice of the ensuing AGM of the Company.

10. BOARD MEETINGS

The Board of Directors met 6 times during the year i.e. on 29.05.2024, 06.09.2024, 14.11.2024,
08.01.2025, 21.03.2025 and 29.03.2025. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013. The attendance of each director in the respective Board
Meetings is as follows:

S.No.	Name of Director	No. of Meeting Held	No. of Meeting attended
1	Aman Preet	6	6
2	Kulbir Chopra	6	1
3	Avneet Chopra	6	1
4	Tarun Goel	6	1
5	Prabhkamal Singh Sahni	6	6
6	Ravtej Singh Teer	6	6

Further, the Independent Directors of the Company also met twice during the year on May, 29, 2024 and
21st March, 2025; without the presence of Executive Directors, to review the performance of the
Executive Directors and that of the Board as a whole.

11. GENERAL MEETINGS:

During the period under review, the Annual general meeting of the company was held on 30^th September,
2024. The company also had One (1) Extraordinary General Meetings on 03.02.2025.

12. COMMITTEES OF THE BOARD & THEIR MEETINGS

With a view to have more focused attention on business and for better governance and accountability;
the Board has the following mandatory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed
from time to time. Meetings of each of these Committees are convened by the respective Chairman of the
Committee. The Board supervises the execution of its responsibilities by the Committees and is
responsible for their action. The minutes and proceedings of the meetings of all Committees are placed
before the Board for review. The Minutes of the Committee Meetings are sent to all members of the
Committee individually and tabled at the Board Meetings. Following are the details of Board Committees;

1. Audit Committee

As on the financial year ended March 31, 2025; Audit Committee of the Company comprises of two
Independent Directors and one Executive Director with Chairman being an Independent Director as
required under Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the Financial Year 2024-25, Members of Audit Committee met 5 times. Audit Committee
Meetings held on 29.05.2024, 06.09.2024, 14.11.2024, 08.01.2025 and 21.03.2025. The representatives
of Statutory Auditors & Internal Auditors, Executives from Accounts & Finance Department are invited
to the meetings of the Committee, as and when required. The Internal Auditor reports directly to the
Committee. The Company Secretary acts as the Secretary of the Committee. The composition of Audit
Committee as on March 31, 2025 and the details of Members attendance at the meetings of the Committee
are as under:

Name of Members	Category	Meetings attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	5
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	5
Mr. Aman Preet	Member (Executive Director)	5

All the members of Audit Committee have the requisite qualification for appointment in the Committee
and possess sound knowledge of finance, accounting practices and internal controls.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of two Independent Directors
and an Executive Director with the Chairman being an Independent Director which meets with the
requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. The Company
Secretary of the Company acts as the Secretary of the Committee.

The members of Nomination and Remuneration Committee met 2 time during the Financial Year 2024¬
25 on 29.05.2024 and 06.09.2024 The composition of Nomination and Remuneration Committee as on
March 31, 2024 and the details of Members attendance at the meeting of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	2
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	2
Mr. Aman Preet	Member (Executive Director)	2

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Members, out of which
two are Independent Directors and one is Executive Director with Chairman being an Independent
Director. The composition of the Committee meets with the requirements of Section 178 of the Act read
with SEBI (LODR) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of
the Committee.

During the Financial Year 2024-25, the Committee met 2 time on 29.05.2024 and 14.11.2024 and the
details of Members attendance at the meetings of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	2
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	2
Mr. Aman Preet	Member (Executive Director)	2

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

CSR is commitment of the Company to improve the quality of life of the community and society at large
and an initiative to assess and take responsibility for the company''s effects on environment and social
wellbeing. The Company believes in undertaking business in such a way that it leads to overall
development of all stakeholders and society.

During the Financial Year 2024-25, the Committee met 2 time on 29.05.2024 and 21.03.2025 and the
details of Members attendance at the meetings of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	2
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	2

S

13. EVALUATION OF BOARD’S PERFORMANCE

Your Company being listed on SME Exchange - “NSE Emerge” is exempt under Regulation 17(10) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, pursuant to the
provisions of section 134(3)(p) of Companies Act, 2013, the Board has carried out annual evaluation of
the performance of the Board, its Committees and of individual directors based on devised criteria.
Furthermore, in a separate meeting of Independent Directors performance of the Non-Independent
Directors and the Board as a whole was also reviewed.

The Company has devised a policy naming (Policy on Nomination & Remuneration and Board Diversity)
for performance evaluation of Independent Directors, Board, Committees and other individual directors
which includes the criteria and process for the performance evaluation of the Executive/ Non-executive
Directors, Committees and the board as a whole. The policy is available on the website of the Company
i.e. (https: //rdcel. com/investor-relations/).

The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings,
acquaintance with business, communicating inter-se Board Members, effective participation, domain
knowledge, compliance with code of conduct, vision and strategy. The Directors expressed their
satisfaction with the evaluation process.

14. REMUNERATION POLICY

The Company has a Policy relating to appointment of Directors, payment of Managerial Remuneration,
Director’s qualification, positive attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015 and is available on the Company’s Website
(https://rdcel.com/investor-relations/).

15. RISK MANAGEMENT

The Company has business Risk Management framework to identify and evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on its business
objectives and enhance its competitive advantage. It defines the risk management approach across the
Company at various levels including the documentation and reporting. Audit Committee of the Company
has been entrusted with responsibility to assist the Board in following matters:

(a) Overseeing the Company’s Risk Management process and controls, risk tolerance and Capital
Liquidity and funding

(b) Setting Strategic plans and objectives for Risk Management and review of Risk Assessment of the
Company

(c) Review of the Company’s risk appetite and strategy relating to key risks, including credit risk,
liquidity and funding risk, product risk and reputational risk as well as the guidelines and processes
for monitoring and mitigating such risks.

During the period under review, the Company has not identified any element of risk which may threaten
its existence or are very minimal.

16. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or

suspected fraud or violation of the Company’s Code of Conduct. This Policy provides adequate safeguards
against victimization of employees who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access
to the Audit Committee. The Policy of Vigil Mechanism is available on the Company’s Website
(https://rdcel.com/investor-relations/).

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has given its property on mortgage as a capacity in Guarantor in favour of company i.e.
M/s Rockingdeals Private Limited on the terms and conditions. However, after the end of Financial Year,
the loan with respect to which corporate guarantee was given is repaid now.

Further, the details of the investments made by the Company are stated in the notes to audited financial
statements.

18. INTERNAL FINANCIAL CONTROLS SYSTEM

The internal control systems commensurate with the size, scale and complexity of the operations of the
Company. These have been designed to provide reasonable assurance with regard to recording and
providing reliable financial and operational information, complying with the applicable statutes,
safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring
compliance with corporate policies.

The company has appointed Internal Auditors and the scope & authority of Internal Audit Function is
defined in the appointment letter issued to the Internal Auditors. In order to maintain its objectivity and
Independence, the internal auditor reports directly to the Chairman of the Audit Committee. Based on the
report of the Internal Audit the Company undertakes corrective action in the respective reported areas of
concern thereby strengthening the Internal Controls.

The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the
effectiveness of the internal control system across the Company including annual plan, significant audit
findings and recommendations, adequacy of internal controls and compliance with accounting policies
and regulations.

19. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Your Company did not have any funds lying unpaid or unclaimed which were required to be transferred
to Investor Education and Protection Fund (IEPF) under Section 125 of Companies Act, 2013.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is
presented in a separate section, forming part of the Annual Report.

21. HUMAN RESOURCES

The Company believes that people are its most valuable assets. To this extent, the Company provides a
fair and inclusive environment that promotes new ideas, respect for the individual and equal opportunity
to succeed. Experience, merit and performance, leadership abilities, strategic vision, collaborative
mindset, teamwork and result orientation are actively promoted and rewarded through an objective
appraisal process.

The number of people employed as on March 31, 2025 was 263 (March 31, 2024 was 142). Y our Company
wishes to put on record its deep appreciation of the co-operation extended and efforts made by all
employees.

22. CORPORATE SOCIAL RESPONSIBILITY

A brief outline of the Corporate Social Responsibility (‘CSR’) Policy as recommended by the CSR
Committee and approved by the Board of Directors of the Company, and the initiatives undertaken by the
Company on CSR activities during the year are set out in Annexure I of this Report in the prescribed
format.

The said Policy is available on the Company’s website and can be accessed by weblink
https://www.rdcel.com

23. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197
(12) of Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 has been appended as ‘ANNEXURE-II’ to this Report.

24. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR

The Company has changed its Registered Office from the National Capital Territory of Delhi to the State
of Haryana. The Registered Office of the Company has been shifted from: Shop Kh No 424 Basement,
Ghitorni, Gadaipur New Delhi, Delhi-110030 to 12/3 Milestone, Near Sarai Metro Station, Mathura
Road, Faridabad- 121003, Haryana with effect from 21^st August, 2025.

25. AUDITORS AND THEIR REPORT
Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013, read with provisions of the
Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s AKAR & Associates,
Chartered Accountants, (FRN: 003753N) Delhi, were re-appointed as the Statutory Auditors of the
Company for a term of 5 consecutive years in the 22^nd Annual General Meeting held on September 30,
2024 till the conclusion of the 27^th Annual General Meeting. As well as they were first appointed in the
Annual General Meeting held on September 30, 2019 till the conclusion of the 22^nd Annual General
Meeting

Based on the recommendation of the Audit Committee, your Board at its meeting held on September 06,
2024 has proposed to reappoint M/s AKAR & Associates, Chartered Accountants, (FRN: 003753N)
Delhi, as the Auditors of the Company to hold the office from the conclusion of the ensuing 22^nd AGM
until conclusion of the 27^th AGM of your Company to be held in the year 2027.

They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India as required under the provisions of Regulation 33 of the Listing
Regulations.

Audit Report

The Auditor’s Report for financial year ended 31st March 2024, does not contain any qualification,
reservation or adverse remarks. All observations made in the Independent Auditors’ Report and notes
forming part of the Financial Statements are self-explanatory and do not call for any further comments
and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the
Companies Act, 2013 during the year under review.

The Auditor’s report is enclosed with the financial statements in this Director’s Report.

Internal Auditor

M/s Ankur V Goel & Associates, Chartered Accountants, has been appointed as the Internal Auditors to
perform the Internal Audit of the Company for the Financial Year 2024-25. The Audit Committee of the
Board in consultation with the Internal Auditor formulates the scope, functioning, periodicity and
methodology for conducting the internal audit.

Secretarial Auditor

The Board had appointed M/s Apoorv & Associates, (Firm Registration/Unique Number:
S2018UP633000 and Peer Review Number 4064/2023) to undertake 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, 2025 annexed herewith is marked
as Annexure III to this Report. Following observation has been made by the Secretarial Auditor in his
report:

Observation No. 1- . During the audit period, it was observed that the Company did not file the statutory
returns pertaining to Employees'' State Insurance (ESI) and Provident Fund (PF) within the prescribed
timelines as mandated under the Employees'' State Insurance Act, 1948, and the Employees'' Provident
Funds and Miscellaneous Provisions Act, 1952.

Observation No. 2- As per Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with NSE circular Ref. No. NSE/CML/2023/74 dated October 17, 2023, the
listed entity shall submit to the stock exchange, within 2 working days of conclusion of its General
Meeting or last date of voting in case of Postal Ballot, details regarding the voting results in the format
specified by the Board. However, Company has convened EGM on Feb 03, 2025 but voting results
submitted to Stock Exchange on 06/02/2025 at 14:43:51. Exchange has imposed a fine of Rs. 11,800/- on
the Company.

Observation No. 3- During the year under review Company has borrowed money from banks as per
Section 179 (3) (d) of the Companies Act, 2013 Company is required to file MGT-14 however Company
has not filed MGT-14 till the signing of this Report.

Observation No. 4- During the year under review, Company has incorporated a wholly owned subsidiary
company in Dubai i.e ROCKING DEALS GENERAL TRADING L.L. C however we have not received any
docs which clarify that investment made through automatic route or approval route and we have not
received any documents which are required to be submitted with AD Bank FC (ODI Form)

Response to Secretarial Audit Observation

1. Management’s Reply to Observation No. 1- The Company acknowledges the lapse and is taking
necessary steps to rectify the error. The Board assures that adequate measures are being implemented to
strengthen internal compliance mechanisms and avoid recurrence of such oversights in the future.

Management’s Reply to Observation No. 2- The issue occurred due to a technical error, for which we
had also communicated with the National Stock Exchange (NSE) via email and submitted a request for
waiver of the penalty. However, the request was declined, and accordingly, the penalty amount has been
duly paid to the NSE.

Management’s Reply to Observation No. 3- The Company acknowledges the lapse and is taking necessary
steps to rectify the error. The Board assures that adequate measures are being implemented to strengthen
internal compliance mechanisms and avoid recurrence of such oversights in the future.

.Management’s Reply to Observation No. 4- During the year under review, the Company has proposed
to make an Overseas Direct Investment (ODI). However, as the investment has not yet been executed, the
filing of the prescribed ODI Forms with the Authorised Dealer Bank and the Reserve Bank of India (RBI)
is currently under process and will be undertaken in compliance with applicable regulations at the
appropriate stage. The Company is ensuring adherence to all procedural and regulatory requirements in
this regard.

Cost Audit

The provisions of Section 148 of the Companies Act 2013 read with the Companies (Cost and Audit)
Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the
Company.

25. CHANGE IN THE NATURE OF BUSINESS

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

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and
outgorequired to be disclosed under Section 134 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:	The Corporation is taking due care for using
• the steps taken or impact on conservation	electricity in the office and its sites. The
of energy;	Corporation usually takes care for optimum
• the capital investment on energy	utilization of energy. We are trying to minimize
conservation equipments;	use of energy by using good rated and energy
• the steps taken by the company for	efficient appliances in the Company.
utilizing alternate sources of energy;
B) TECHNOLOGY ABSORPTION:
• the efforts made towards technology
absorption;	NIL
• the benefits derived like product
improvement, cost reduction, product	NIL
development or import substitution;
• in case of imported technology (imported	NIL
during the last three years reckoned from
the beginning of the financial year)-
¦ (a) the details of technology imported;
¦ (b) the year of import;
¦ (c) whether the technology been fully absorbed;
¦ (d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof; Not
applicable since 5 years period is over
• the expenditure incurred on Research and	NIL
Development
C) FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	NIL

27. ANNUAL RETURN

The draft Annual Return of the Company for the year ended on March 31, 2025 as approved by the Board
is available on the Company’s website www.rdcel.com Please, also note that in accordance with the
provisions of the Companies Act, 2013, the final annual return will be hosted on website of the Company
at the given link after the conclusion of AGM and requisite certifications.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/transactions entered into by the Company during the financial year with related parties
were in the ordinary course of business and on an arm’s length basis

All Related Party Transactions are placed before the Audit Committee for review and approval. All
Related Party Transactions are subjected to independent review by a reputed accounting firm to establish
compliance with the requirements of Related Party Transactions under the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Details of related party transactions for the year under review are given in Form AOC-2 as Annexure-
IV to this report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards any action on the part of any of its officials, which may fall
under the ambit of “Sexual Harassment” at workplace. Pursuant to the provisions of Section 21 of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the
Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees
(permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints
Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual
harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the
Company has not received any complaint of Sexual Harassment during the year under review and no
complaint was pending as of 31st March, 2025.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending
during the FY 2024-25, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	NIL
Number of complaints received during the financial year	NIL
Number of complaints disposed off during the financial year	NIL
Number of complaints those remaining unresolved at the end of the financial year	NIL

30. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

i) That in the preparation of the annual accounts, the applicable accounting standards read with
requirements set out under Schedule III to the Companies Act, 2013 have been followed along with
proper explanation relating to material departures;

ii) That such accounting policies as mentioned in Notes to the Financial Statements have been selected
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, 2025 and of the
profit and loss of the company for the period ended on March 31, 2025;

iii) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;

v) That the proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively; and

vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.

31. CORPORATE GOVERNANCE

Your Company is committed to maintain good Corporate Governance practices and is committed to the
highest standards of compliance. Pursuant to the Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions
as specified in the Regulations 17 to 27 and clauses (b) to (i) & (t) of Regulations 46(2) and Para C, D,
and E of Schedule V shall not apply to the Company, as the securities of the Company are listed on the

SME Exchange (EMERGE platform NSE). Therefore, the Corporate Governance Report is not applicable
to the Company.

32. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies Act 2013.

b) Issue of equity shares with differential right as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme
save and except Employees’ Stock Options Plan referred to in this Report.

d) No significant or material orders were passed by the Regulators or Courts or tribunals which
impact the going concern status and Company’s operation in future.

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

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made and no proceedings are pending against the company under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review.

35. DIFFERENCE IN VALUATION

During the year under review, no such settlement was taking place.

36. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with the workers and employees
at all levels.

37. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has already a Code of
Conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and

designated persons of the Company. The details of Insider Trading Policy is available on the website of
the Company at https ://rdcel.com/investor-relations/

The code requires trading plan, pre-clearance for dealing in the Company’s shares by the Directors and
designated persons while in possession of UPSI in relation to the Company and during the period when
the trading window is closed. However, there were no such instances in the Company during the year
2024-2025.

38. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct and Our Code (the Codes) applicable to the
Directors and employees. The Codes give guidance and support needed for ethical conduct of business
and compliance of law.

The Codes reflect the core values of the Company viz. Customer Value, Ownership Mindset, Respect,
Integrity, One Team and Excellence. A copy of the Code of Conduct and Our Code are available on the
website of the Company at www.rdcel.com. The Codes have been circulated to the Directors and Senior
Management Personnel and its compliance is affirmed by them annually.

39. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of
preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI (LODR),
2015 and the same has been uploaded on the website of the Company on www.rdcel.com

40. STATEMENT ON MATERNITY BENEFIT COMPLIANCE

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit
(Amendment) Act, 2017, the Company is committed to ensuring full compliance with the applicable laws
concerning maternity benefits for its women employees. During the year, no woman employee was
entitled for maternity benefit

41. ACKNOWLEDGEMENT

Your Directors wish to place on record its sincere appreciation for the assistance and co-operation
extended by the employees at all level, customers, vendors, bankers and other associates and look forward
to continue fruitful association with all business partners of the company. Your Directors are especially
grateful to the shareholders for reposing their trust and confidence in the Company. Our consistent growth
is only possible because of their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors of
Rockingdeals Circular Economy Limited

(Aman Preet) (Kulbir Chopra)

Place: Delhi Managing Director Director

Date: September 06, 2025 DIN: 00140021 DIN: 03193553

---

Mar 31, 2024

Your Directors are pleased to present the 22^nd Annual Report on the business and operations of Rockingdeals Circular Economy Limited (the Company or ‘RDCEL’) along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY

The Company’s standalone financial performance for the year ended 31^st March, 2024 is summarized as below:

(? In Lakhs)
Particulars	2023-24	2022-23
Revenue from operations	4956	1501
Other Income(net)	29	17
Total Income	4985	1518
Less:
Operating & Administrative expenses	4204	1254
Profit Before Depreciation Interest & Tax	781	264
Less:
Depreciation and amortization expense	27	25
Finance cost	31	43
Profit before exceptional item and tax	724	196
Exceptional item	-	-
Profit before tax (PBT)	724	196
/- Tax expense:
Current Tax	188	49
Deferred Tax	15	1
Profit after tax for the year (PAT)	521	145

2. STATE OF COMPANY AFFAIRS

The major highlights pertaining to the business and operations of the Company for the year 2023-24 are given below:

• The Revenue from operations stood at ? 4956 Lakhs as against ^ 1501 Lakhs in the previous year.

• The Profit before Depreciation Interest and tax is t 781 Lakhs as compared to t264 Lakhs in the previous year.

• The Profit after tax for the year stood at t521 Lakhs as compared to t145 Lakhs for the previous year.

• The Earning per Share has also grown to t 11.72 as against t3.94 in the Previous Year.

3. SUBSIDIARY / ASSOCIATE COMPANY / JOINT VENTURE

Company does not have any Subsidiary Company. However, our company has entered into a strategic partnership with SSL E-Waste Management LLP, under which our company holds 50.01% of capital. SSL E-waste Management LLP (“SSL”). The Strategic partnership between SSL and Rockingdeals CE was agreed on April 03, 2023, through a Memorandum of Understanding. But Company signed an Exit Agreement with M/s SSL E-Waste Management LLP in February, 2024.

4. DIVIDEND

Keeping in view future growth opportunities, your directors consider it prudent to plough back the profits and not to recommend any dividend for the financial year 2023-2024.

5. RESERVES

The Company has not transferred any amount to its reserves, the details in respect of which can be verified from the audited financial statement forming part of this report.

6. SHARE CAPITAL

A. Authorized Capital

During the Financial year, the Company has increased its authorized share capital from Rs. 50,00,000/-(Rupees Fifty Lakhs Only) divided into 5,00,000 (Five Lakhs) equity shares of Rs. 10/- each to Rs. 5,50,00,000/- (Rs. Five Crore Fifty Lakhs only) divided into 55,00,000 (Fifty-Five Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each by the creation of additional 50,00,000 (Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each in the Extra-ordinary General Meeting 01^st April, 2023.

Further, in the Extra-ordinary General Meeting held on 31st August, 2023, the Company has increased its authorized share capital from Rs. 5,50,00,000/- (Rs. Five Crore Fifty Lakhs Only) divided into 55,00,000 (Fifty-Five lakhs) Equity shares of Rs. 10/- (Rupees Ten) each to Rs. 5,73,00,000/- (Rupees Five Crores and Seventy-Three Lakhs only) divided into 57,30,000 (Fifty-Seven Lakhs and Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each by the creation of additional 2,30,000 (Two Lakhs and Thirty-Thousand) equity shares of Rs. 10/- (Rupees Ten only) each.

As on 31^st march, 2024, the company has authorized share capital of Rs. 5.73 Crores, divided into 57,30,000 Equity shares of Rs. 10 each.

B. Issued/Subscribed/Paid up Capital

During the Financial year, the Company has increased its Paid- Up Capital from Rs 12,26,290 (Rupees Twelve Lakhs Twenty-Six Thousand and Two Hundred Ninety Only) to Rs 36,78,870 by issuance of

35,56,241 (Thirty-Five Lakh Fifty-Six thousand and Two Hundred and Forty-One only) Equity shares of Rs 10/- each by way of Bonus Issue in the ratio of 29:1 dated 10th April, 2023.

Further, by way of Private Placement dated 15 th September, 2023, the Company has increased its Paid-Up Capital from Rs 36,78,870 (Rupees Thirty-Six Lakh Seventy-Eight Thousand Eight Hundred and Seventy Only) to Rs. 4,15,90,000 (Rupees Four Crore Fifteen Lakhs and Ninety Thousand Only) by issuance of 4,80,130 Equity Shares of the Company of face value of INR 10 each at a premium of INR 90 per share amounting to INR 100/- per share only),

Subsequently, the Company has increased its Paid- Up Capital from Rs. 4,15,90,000 (Rupees Four Crore Fifteen Lakhs and Ninety Thousand Only) to Rs. 5,65,90,000 (Rupees Five Crore Sixty Five Lakhs and Ninety Thousand Only) by issuance of 15,00,000 Equity shares of Rs 10/- each at a premium of Rs 130/-

i.e. at an Issue price of Rs. 140/- per share by way of Initial Public Offering (IPO) dated 28th November, 2023.

During the year, the Company has not issued any equity share with differential voting rights hence the disclosure under Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

7. COMPOSITION OF BOARD

The Board of Directors of the Company has an optimum composition of Executive, Non-Executive and Independent Directors in compliance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. As on March 31, 2024, Board of Directors comprise of 6 Directors out of which 2 are Executive Directors, 2 are Non-Executive Non-Independent Woman Director and 2 are Non-Executive Independent Directors which is in compliance with the provisions of Companies Act, 2013. All Independent Directors are eminent persons and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company. Following persons comprise the Board:

Category	Name of Director
Executive Directors	Mr. Aman Preet
	Mr. Tarun Goel
Non-Executive Non-Independent Director	Mrs. Kulbir Chopra
	Mrs. Avneetkaur Prabhjotsingh Chandhok
Non-Executive Independent Director	Mr. Ravtej Singh Teer
	Mr. Prabhkamal Singh Sahni

As per provisions of the Companies Act, 2013 the Independent Directors were appointed in the EGM of the Company held on August 04th, 2023 for a term of 5 (Five) consecutive years commencing from 30.05.2023 to 29.05.2028 and are not liable to retire by rotation. Further, Mrs. Avneetkaur Prabhjotsingh Chandhok was also appointed as the Non-Executive Director in the same EGM whose period of office will be liable to determination by retirement of directors by rotation.

8. DECALARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from Mr. Ravtej Singh Teer and Mr. Prabhkamal Singh Sahni, Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the Management.

9. KEY MANAGERIAL PERSONNEL Changes in KMP:

Following persons are the Key Managerial Personnel of the Company as on March 31, 2024 pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under:

i) Mr. Aman Preet - Managing Director

ii) Mr. Gaurav Gupta - Chief Financial Officer

v) Ms. Deepika Dixit - Company Secretary and Compliance Officer

During the year, Mr. Gaurav Gupta, was appointed as the Chief Financial Officer of the Company and Mr. Aman Preet was appointed as Managing Director of the Company w.e.f. April 01, 2023. Further, Ms. Deepika Dixit, was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. July 03, 2023.

Further, after the financial year ending March 31, 2024, Mr. Gaurav Gupta, Chief Financial officer of the Company, resigned with effect from May 31,2024. Subsequent to his resignation, Mr. Jitender Verma was appointed as the Chief Financial officer of the Company with effect from June 01, 2024.

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mrs. Kulbir Chopra (DIN: 03193553), Non-Executive Director of the Company, is liable to retire by rotation at ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment. Profile of the Director seeking re-appointment is given in the Statement under Section 102 of the Companies Act, 2013 to the Notice of the ensuing AGM of the Company.

10. BOARD MEETINGS

The Board of Directors met 24 times during the year i.e. on 01.04.2023, 10.04.2023, 20.04.2023,

01.05.2023, 03.05.2023, 31.05.2023, 16.06.2023, 03.07.2023, 20.07.2023, 04.08.2023, 08.08.2023,

16.08.2023, 17.08.2023, 02.09.2023, 15.09.2023, 18.09.2023, 22.09.2023, 18.10.2023, 25.10.2023,

14.11.2023, 27.11.2023, 28.11.2023, 21.12.2023 and 29.03.2024. The intervening gap between the

Meetings was within the period prescribed under the Companies Act, 2013. The attendance of each director in the respective Board Meetings is as follows:

S.No.	Name of Director	No. of Meeting Held	No. of Meeting attended
1	Aman Preet	24	24
2	Kulbir Chopra	24	22
3	Avneetkaur Prabhjotsingh Chandhok	24	22
4	Tarun Goel	6	6
5	Prabhkamal Singh Sahni	2	2
6	Ravtej Singh Teer	2	2

Further, the Independent Directors of the Company also met once during the year on October 18, 2023; without the presence of Executive Directors, to review the performance of the Executive Directors and that of the Board as a whole.

11. GENERAL MEETINGS:

During the period under review, the Annual general meeting of the company was held on 14^th August, 2023. The company also had Seven (7) Extraordinary General Meetings on 01.04.2023, 10.04.2023,

20.04.2023, 04.08.2023, 19.08.2023, 31.08.2023 and 04.09.2023.

12. COMMITTEES OF THE BOARD & THEIR MEETINGS

With a view to have more focused attention on business and for better governance and accountability; the Board has the following mandatory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review. The Minutes of the Committee Meetings are sent to all members of the Committee individually and tabled at the Board Meetings. Following are the details of Board Committees;

1. Audit Committee

As on the financial year ended March 31, 2024; Audit Committee of the Company comprises of two Independent Directors and one Executive Director with Chairman being an Independent Director as required under Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the Financial Year 2023-24, Members of Audit Committee met 4 times. Audit Committee Meetings held on July 20, 2023; October 18, 2023; December 21, 2023 and March 29, 2024. The representatives of Statutory Auditors & Internal Auditors, Executives from Accounts & Finance Department are invited to the meetings of the Committee, as and when required. The Internal Auditor reports directly to the Committee. The Company Secretary acts as the Secretary of the Committee. The composition of Audit Committee as on March 31, 2024 and the details of Members attendance at the meetings of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	4
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	4
Mr. Aman Preet	Member (Executive Director)	4

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of two Independent Directors and an Executive Director with the Chairman being an Independent Director which meets with the requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Committee.

The members of Nomination and Remuneration Committee met 1 time during the Financial Year 202324 on October 18, 2023. The composition of Nomination and Remuneration Committee as on March 31, 2024 and the details of Members attendance at the meeting of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	1
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	1
Mr. Aman Preet	Member (Executive Director)	1

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Members, out of which two are Independent Directors and one is Executive Director with Chairman being an Independent Director. The composition of the Committee meets with the requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Committee.

During the Financial Year 2023-24, the Committee met 1 time on October 18, 2023. The composition of the Stakeholders Relationship Committee as on March 29, 2024 and the details of Members attendance at the meetings of the Committee are as under:

Name of Members	Category	Meetings attended
Mr. Ravtej Singh Teer	Chairman (Independent Director)	1
Mr. Prabhkamal Singh Sahni	Member (Independent Director)	1
Mr. Aman Preet	Member (Executive Director)	1

13. EVALUATION OF BOARD’S PERFORMANCE

Your Company being listed on SME Exchange - “NSE Emerge” is exempt under Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, pursuant to the provisions of section 134(3)(p) of Companies Act, 2013, the Board has carried out annual evaluation of the performance of the Board, its Committees and of individual directors based on devised criteria. Furthermore, in a separate meeting of Independent Directors held on October 18, 2023, performance of the Non-Independent Directors and the Board as a whole was also reviewed.

The Company has devised a policy naming (Policy on Nomination & Remuneration and Board Diversity) for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes the criteria and process for the performance evaluation of the Executive/ Non executive Directors, Committees and the board as a whole. The policy is available on the website of the Company i.e. (https: //rdcel. com/investor-relations/).

The evaluation process inter alia consider attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter-se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy. The Directors expressed their satisfaction with the evaluation process.

14. REMUNERATION POLICY

The Company has a Policy relating to appointment of Directors, payment of Managerial Remuneration, Director’s qualification, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and is available on the Company’s Website (https://rdcel.com/investor-relations/).

15. RISK MANAGEMENT

The Company has business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company at various levels including the documentation and reporting. Audit Committee of the Company has been entrusted with responsibility to assist the Board in following matters:

(a) Overseeing the Company’s Risk Management process and controls, risk tolerance and Capital Liquidity and funding

(b) Setting Strategic plans and objectives for Risk Management and review of Risk Assessment of the Company

(c) Review of the Company’s risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, product risk and reputational risk as well as the guidelines and processes for monitoring and mitigating such risks.

During the period under review, the Company has not identified any element of risk which may threaten its existence or are very minimal.

16. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or

suspected fraud or violation of the Company’s Code of Conduct. This Policy provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy of Vigil Mechanism is available on the Company’s Website (https://rdcel.com/investor-relations/).

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

As on 31^st march, 2024, there is no Loans or Guarantees provided as covered under the provisions of Section 186 of the Companies Act, 2013. However, the Company has given its property on mortgage as a capacity in Guarantor in favour of company i.e. M/s Rockingdeals Private Limited on the terms and conditions as mentioned in their sanction Letter dated 05^th August, 2022. Nevertheless, the loan with respect to which corporate guarantee was given was repaid in March, 2024.

Further, the details of the investments made by the Company are stated in the notes to audited financial statements.

18. INTERNAL FINANCIAL CONTROLS SYSTEM

The internal control systems commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies.

The company has appointed Internal Auditors and the scope & authority of Internal Audit Function is defined in the appointment letter issued to the Internal Auditors. In order to maintain its objectivity and Independence, the internal auditor reports directly to the Chairman of the Audit Committee. Based on the report of the Internal Audit the Company undertakes corrective action in the respective reported areas of concern thereby strengthening the Internal Controls.

The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings and recommendations, adequacy of internal controls and compliance with accounting policies and regulations.

19. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 125 of Companies Act, 2013.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

21. HUMAN RESOURCES

The Company believes that people are its most valuable assets. To this extent, the Company provides a fair and inclusive environment that promotes new ideas, respect for the individual and equal opportunity to succeed. Experience, merit and performance, leadership abilities, strategic vision, collaborative mindset, teamwork and result orientation are actively promoted and rewarded through an objective appraisal process.

The number of people employed as on March 31, 2024 was 22 (March 31, 2023 was 08). Your Company wishes to put on record its deep appreciation of the co-operation extended and efforts made by all employees.

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 are not applicable to the Company, hence it was not required to constitute CSR Committee or to formulate CSR Policy in this regard. Further, the Company constantly strives to ensure: strong corporate culture which emphasizes on integrating CSR values with business objectives.

However, upto the approval of this report the provisions of Section 135 become applicable in the current Financial Year 2024-25 due in increase in net profit of the company.

23. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 (12) of Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ‘ANNEXURE-I’ to this Report.

24. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial period to which the financial statements relate and the date of this Report.

25. AUDITORS AND THEIR REPORT Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013, read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s AKAR & Associates, Chartered Accountants, (FRN: 003753N) Delhi, were re-appointed as the Statutory Auditors of the Company for a term of 5 consecutive years in the 22^nd Annual General Meeting held on September 30, 2024 till the conclusion of the 27^th Annual General Meeting. As well as they were first appointed in the Annual General Meeting held on September 30, 2019 till the conclusion of the 22^nd Annual General Meeting

Based on the recommendation of the Audit Committee, your Board at its meeting held on September 06, 2024 has proposed to reappoint M/s AKAR & Associates, Chartered Accountants, (FRN: 003753N) Delhi, as the Auditors of the Company to hold the office from the conclusion of the ensuing 22^nd AGM until conclusion of the 27^th AGM of your Company to be held in the year 2027.

They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the provisions of Regulation 33 of the Listing Regulations.

Audit Report

The Auditor’s Report for financial year ended 31st March 2024, does not contain any qualification, reservation or adverse remarks. All observations made in the Independent Auditors’ Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year under review.

The Auditor’s report is enclosed with the financial statements in this Director’s Report.

Internal Auditor

M/s Ankur V Goel & Associates, Chartered Accountants, has been appointed as the Internal Auditors to perform the Internal Audit of the Company for the Financial Year 2023-24. The Audit Committee of the Board in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

Secretarial Auditor

The Board had appointed M/s. Apoorv & Associates, Practicing Company Secretaries (Membership No. F12734, C.P. No. 21063) to undertake 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 annexed herewith is marked as Annexure II to this Report. Following observation has been made by the Secretarial Auditor in his report:

Observation No. 1- . During the year under review, we have noted that the Company has filed an MGT-14 for Special Resolutions passed under section 185, 186 of the Companies Act, 2013 in Extra Ordinary General Meeting held on December 31, 2020 which is beyond 30 days and thus a non-compliance of Section 117 (1) of the Companies Act, 2013 read with Rules made thereunder.

Observation No. 2- According to Section 152(6) of the Companies Act of 2013, In a public Company Directors are liable to retire by rotation at every annual general meeting (AGM). At least two-thirds of the total directors, are liable to retire by rotation and one third are liable to retire at every general meeting after the meeting at which first directors are appointed. And the AGM notice makes this clear that Company has not followed the provisions of Section 152 (6) of the Companies Act of 2013 read with Rules made thereunder.

Observation No. 3- Form MR-1 for appointment of Mr. Aman Preet as Managing Director has been filed twice during the year under review.

Response to Secretarial Audit Observation

Management’s Reply to Observation No. 1- The submission of Form MGT-14 was inadvertently overlooked due to an administrative oversight. Upon observing it, we promptly submitted the Form with the additional fees vide challan No. AA3591962 dated 30/08/2023.

Management’s Reply to Observation No. 2- In the AGM held on 14^th August, 2023 for the financial year 2022-2023, Rotation of Directors took place as documented in the Minutes of the AGM. But unfortunately, the incorrect or outdated copy of notice and Director report was inadvertently appended rather than the updated one in Form AOC-4XBRL.

Management’s Reply to Observation No. 3- MR-1 with regards to appointment of Mr. Aman Preet, Managing Director of the Company had been already filed dated 25/04/2023 vide challan No. AA2133269. However, by mistake Form MR-1 filed again with regards to same dated 12/08/2023 vide challan No. AA4094194.

Cost Audit

The provisions of Section 148 of the Companies Act 2013 read with the Companies (Cost and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

25. CHANGE IN THE NATURE OF BUSINESS

The company had entered into a strategic partnership with SSL E-Waste Management LLP, under which our company holds 50.01% of capital. SSL E-waste Management LLP (“SSL”). The Strategic partnership between SSL and Rockingdeals CE was agreed on April 03, 2023, through a Memorandum of Understanding. But Company signed an Exit Agreement with M/s SSL E-Waste Management LLP in February, 2024.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgorequired to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS		REMARKS
A) CONSERVATION OF ENERGY:		The Corporation is taking due care for using
•	the steps taken or impact on conservation	electricity in the office and its sites. The
	of energy;	Corporation usually takes care for optimum
•	the capital investment on energy	utilization of energy. We are trying to minimize
	conservation equipments;	use of energy by using good rated and energy
•	the steps taken by the company for utilizing alternate sources of energy;	efficient appliances in the Company.
B)	TECHNOLOGY ABSORPTION:
•	the efforts made towards technology
	absorption;	NIL
•	the benefits derived like product	NIL NIL
	improvement, cost reduction, product development or import substitution;

• in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ¦ (a) the details of technology imported; ¦ (b) the year of import; ¦ (c) whether the technology been fully absorbed; ¦ (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over • the expenditure incurred on Research and Development	NIL
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	NIL

27. ANNUAL RETURN

The draft Annual Return of the Company for the year ended on March 31, 2024 as approved by the Board is available on the Company’s website www.rdcel.com Please, also note that in accordance with the provisions of the Companies Act, 2013, the final annual return will be hosted on website of the Company at the given link after the conclusion of AGM and requisite certifications.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis

All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of related party transactions for the year under review are given in Form AOC-2 as Annexure-III to this report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of “Sexual Harassment” at workplace. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as of 31st March, 2024.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2023-24, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial	NIL
year
Number of complaints received during the financial year	NIL
Number of complaints disposed off during the financial year	NIL
Number of complaints those remaining unresolved at the end of the	NIL
financial year

30. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors’

Responsibility Statement, it is hereby confirmed that:

i) That in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departures;

ii) That such accounting policies as mentioned in Notes to the Financial Statements have been selected 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 and loss of the company for the period ended on March 31, 2024;

iii) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;

v) That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

31. CORPORATE GOVERNANCE

Your Company is committed to maintain good Corporate Governance practices and is committed to the highest standards of compliance. Pursuant to the Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in the Regulations 17 to 27 and clauses (b) to (i) & (t) of Regulations 46(2) and Para C, D, and E of Schedule V shall not apply to the Company, as the securities of the Company are listed on the SME Exchange (EMERGE platform NSE). Therefore, the Corporate Governance Report is not applicable to the Company.

32. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies Act 2013.

b) Issue of equity shares with differential right as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees’ Stock Options Plan referred to in this Report.

d) No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Company’s operation in future.

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

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made and no proceedings are pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

35. DIFFERENCE IN VALUATION

During the year under review, no such settlement was taking place.

36. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with the workers and employees at all levels.

37. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, 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 persons of the Company. The details of Insider Trading Policy is available on the website of the Company at https: //rdcel. com/investor-relations/

The code requires trading plan, pre-clearance for dealing in the Company’s shares by the Directors and designated persons while in possession of UPSI in relation to the Company and during the period when the trading window is closed. However, there were no such instances in the Company during the year 2023-2024.

38. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct and Our Code (the Codes) applicable to the Directors and employees. The Codes give guidance and support needed for ethical conduct of business and compliance of law.

The Codes reflect the core values of the Company viz. Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence. A copy of the Code of Conduct and Our Code are available on the website of the Company at www.rdcel.com. The Codes have been circulated to the Directors and Senior Management Personnel and its compliance is affirmed by them annually.

39. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on www.rdcel.com

40. ACKNOWLEDGEMENT

Your Directors wish to place on record its sincere appreciation for the assistance and co-operation extended by the employees at all level, customers, vendors, bankers and other associates and look forward to continue fruitful association with all business partners of the company. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company. Our consistent growth is only possible because of their hard work, solidarity, co-operation and support.