Rudra Gas Enterprise Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting herewith the 10th Annual Report together with the Audited
Statement of Accounts for the year ended on 31st March, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Amount in Lacs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
TOTAL INCOME
Revenue from Operations (Net)	10,003.00	6376.64	10,003.00	6376.64
Other Income	38.28	28.93	38.28	28.93
Total revenue	10,041.28	6405.57	10,041.28	6405.57
TOTAL EXPENSES:
Employee Benefit Expenses	1365.64	1181.10	1365.64	1181.10
Finance Costs	304.40	263.28	304.40	263.28
Other Exps	7470.28	4333.01	7503.03	4333.01
Total Exps	9,140.32	5777.39	9173.07	5777.39
Profit/(Loss) after finance costs but before exceptional Items	900.96	628.18	868.21	628.18
Exceptional Items	-	-	-	-
Profit before extraordinary items and tax	900.96	628.18	868.21	628.18
Extraordinary Items	-	-	-	-
Profit before Tax	900.96	628.18	868.21	628.18
Tax Expenses	227.62	158.10	227.62	158.10
Prior Period Tax Adjustment	2.82	(2.74)	2.82	(2.74)
Profit After Tax	670.52	472.82	637.77	472.82
Share of Profit of Associates	-	-	(14.08)	(6.99)
Net Profit /Loss for the Period	670.52	362.39	623.69	465.82
Earnings Per share	8.04	7.44	7.48	5.99

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S
AFFAIRS

The Total Revenue comprising of Revenue from its business and operations and Other Income for the financial
year ended 31st March, 2025 is Rs. 10,041.28 Lakhs as against Rs. 6405.57 Lakhs in the previous financial year
and the Company has earned a Net Profit of Rs. 670.52 Lakhs as compared to previous year''s net profit of Rs.
472.82 Lakhs in the previous financial year; as reflected in its profits and Loss accounts.

The management of the Company is diligently exploring diverse business plans and formulating strategic
initiatives aimed at fostering the Company''s growth and development.

TRANSFER TO RESERVE

The Company has transferred Rs. 670.52 Lakhs to Profit & Loss Account for the Financial Year ended on 31st
March, 2025.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year there was no change in business activity of the company.

MATERIAL EVENTS DURING THE YEAR

• Incorporation of subsidiary Company "RUDRA GLOBAL GREEN ENERGY PRIVATE LIMITED" on January 03,
2025 with object clause of "Transmitting, distributing, selling, supplying many types of solar energy,
renewable energy using non-conventional and renewable sources including but not limited to windmill,
heat, solar, hydro, wave, tidal, ocean, geo thermal, biomass, hydrogen".

• It has enabled the Company to expand the business horizons and to achieve a common goal by sharing
resources and expertise to improve the performance of the Company.

CHANGES IN SHARE CAPITAL OF THE COMPANY

During the year under review there were no changes in the Authorised and Paid-up Share Capital of the
company.

MATERIAL CHANGES AND COMMITMENT AFTER CLOSURE OF FINANCIAL YEAR

No material changes and commitments, affecting the financial position of the Company, have occurred
between the end of financial year of the Company i.e. March 31,2025 to the date of this Report.

DIVIDEND

To fortify the financial standing of the Company and bolster working capital reserves, the Board of Directors
does not recommend declaring any dividends for the financial year 2024-25.

ANNUAL RETURN

Annual Return of the Company as required under Section 92(3) read with Section 134(3)(a) of the Act and
Rule 12 of the Companies (Management and Administration) Rules, 2014, in the prescribed Form MGT-7, is
placed on the website of the company www.rudraoasenterprise.com and weblink for the same is http://
www.rudraoasenterprise.com/investors/.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (Listing Regulations) read with Para B of the Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report has been
enclosed herewith as per Annexure - A and forming part of the Directors'' Report.

ACCEPTANCE OF DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

Company has borrowed unsecured loan from the Directors, Relatives of Directors or Promoters of the
company which are exempted deposits and details of the same are given under the Note No. 9 and Sub-notes
(ii) under Point 35 Related Party Disclosure as required by AS-18 under the financial Statement.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY

The Company has entered into a Joint Venture Agreement Dated 14th December, 2023 with Greenstat
Hydrogen India Private Limited in a name "Rudra Gas Greenstat Hydrogen Private Limited" having CIN -
U35105GJ2023PTC142841 for Providing Business of Generating, Storing, Transmitting, Distributing, Trading,
and Supplying Energy Using Non-Conventional and Renewable Sources.

The performance of Associate or Joint Venture entity is as follows:

Particulars	Year Ended on 31/03/2025	Year Ended on 31/03/2024
TOTAL INCOME
Revenue from Operations (Net)	2,65,62,500	95,62,500
Other Income	7,091	0
Total Revenue	2,65.69,591	95,62,500
Total Expenses	2,93,85,545	1,09,60,969
Profit/(Loss) after finance costs but before exceptional Items	(28,15,954)	(13,98,469)
Profit Before Tax	(28,15,954)	(13,98,469)
Tax Expenses (Differed Tax)	0	0
Profit After Tax	(28,15,954)	(13,98,469)

Further, a report in the prescribed Form AOC- 1 as per first proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 and Rules made there under is attached herewith as AnnexureBto the report.

Further the Company has incorporated a subsidiary company in the name of "Rudra Global Green Energy
Private Limited" dated 03rd January, 2025 having CIN - U35105GJ2025PTC157639 for Providing Business
with respect to transmit, distribute, sell, supply many types of solar energy, renewable energy using non-
conventional and renewable sources including but not limited to windmill, heat, solar, hydro, wave, tidal,
ocean, geothermal, biomass, hydrogen.

The performance of Subsidiary Company is as follows:

Particulars	Year Ended on 31/03/2025	Year Ended on 31/03/2024
TOTAL INCOME
Revenue from Operations (Net)	0	NA
Other Income	0	NA
Total revenue	0	NA
Total Expenses	32,75,000	NA
Profit/(Loss) after finance costs but before exceptional Items	(32,75,000)	NA
Profit before Tax	(32,75,000)	NA
Tax Expenses (Differed Tax)	0	NA
Profit After Tax	(32.75,000)	NA

Further, a report in the prescribed Form AOC- 1 as per first proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 and Rules made there under is attached herewith as Annexure Bto the report.

Further besides these. Company does not have any other subsidiary. Joint Venture, Associate Company.
CONSOLIDATED FINANCIAL STATEMENTS

Since the Company has the Associate Company & Subsidiary Company i.e. Rudra Gas Greenstat Hydrogen
Private Limited & Rudra Global Green Energy Private Limited, respectively. Consolidated Financial
Statements prepared, pursuant to the requirements of Section 129, read with Schedule III of the Companies
Act, 2013 and Rules made there under. Listing Regulations and applicable Accounting Standards, are placed
in the Annual Report along with the Auditors Report thereon. They are also forming part of the financial
statements.

CORPORATE GOVERNANCE

As per the provision of Regulation 15(2) of the Listing Regulations Compliance with Corporate Governance
provisions as specified in the regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and paraC, D and E
of Schedule V shall not apply to listed entities having paid-up equity share capital not exceeding 10 Crores
and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

Henceforth, Company being falling under the specified limits of above regulation, requirement of giving
Corporate Governance report in Annual Report as per the Para C of the Schedule V is exempted to the
company and hence not required to provide the same.

Further information pertaining to PARA A "Related party Disclosure" forms part of the Note 35 of the Notes
forming part of the financial statements AND PARA B "Management Discussion and Analysis Report" are
given under Annexure-A of the report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on Arm''s Length basis
and were in the Ordinary Course of business. There were no material significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions for the financial year 2024-25 is given in note No 35 of the
financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of
the Company at www.rudragasenterprise.com.

DISCLOSURE OF ACCOUNTING TREATMENT

Where in the preparation of financial statements, a treatment different from that prescribed in an Accounting
Standard has been followed, the fact shall be disclosed in the financial statements, together with the
management’s explanation as to why it believes such alternative treatment is more representative of the true
and fair view of the underlying business transaction.

DIRECTORS RESPONSIBILITY REPORT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by
them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies
Act, 2013 and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting
standards had 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
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit or loss of the company for the year under review;

C) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the financial year ended on 31st March, 2025 on a going
concern basis;

e) The Directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

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.

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

As required under Section 134(3) (m) of the Companies Act, 2013 and Rules made there under, details relating
to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the
Annexure - C attached herewith and forming part of the Directors'' Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED

Details of loans, guarantees and investments, as on March 31, 2025, as stipulated under Section 186 of the Act
read with the Companies (Meetings of Board and its Powers) Rules, 2014, are as follows:

Particulars	1	2	3	4
Registration No	U35105GJ2025PTC157639	U35105GJ2023PTC142841	U35105GJ2025PTC157639	U35105GJ2023PTC142841
Name of the Party	Rudra Global Green Energy Private Limited	Rudra Gas Greenstate Hydrogen Private Limited	Rudra Global Green Energy Private Limited	Rudra Gas Greenstate Hydrogen Private Limited
Type of person (Individual / Entity)	Entity	Entity	Entity	Entity
Nature of transaction	Loan	Loan given to Subsidiary	Investment	Investment
In case of loan, rate of interes would be enquired	Interest free	Interest free	N/A	N/A
Brief on the transaction	Loan given to Subsidiary Company	Loan given to Associate company	Investment in Subsidiary Company	Investment in Associate Company
Amount (in INR) as on 31/03/2025	32,75,000	16,97,681	51,000	50,000
Date of passing Board resolution	04/09/2023	04/09/2023	04/09/2023	04/09/2023
Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account breached?	No	No	No	No
Whether the transaction falls under the purview of proviso to Section 186(3) and Company is not required to pass SR.	N/A	N/A	N/A	N/A
SRN of MGT-14	AA4791843	AA4791843	AA4791843	AA4791843

STATUTORY AUDITORS

Section 139 (2) of the Companies Act, 2013 (effective 1st April, 2014), mandates that a listed company or such
other prescribed class of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for
more than two terms of five consecutive years each. Company has appointed M/s. Desai & Desai, Chartered
Accountants as Statutory Auditors of the company for 4 (four) years upto the Financial Year 2026-27.

The Statutory Auditor report for both Standalone financial Statement and Consolidated Financial Statement
of the company does not contains any adverse remarks, qualification which requires the Board explanation or
justification.

Further Auditors has not reported any fraud in the company during the year under review.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Rules made there under inter alia requires every listed company
to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the
prescribed form. The Board has appointed Premal Shah & Company, a firm of Practicing Company Secretary,
to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year
ended March 31,2025 is annexed herewith marked as Annexure -D to this Report.

Further the Secretarial Audit report of the company does not contain any major adverse remarks, qualification
which requires the Board explanation or justification.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1 )(a) of Companies(Accounts) Rules,
2014, the Board of Directors of the Company has appointed M/s. Umesh Shah & Associates Chartered
Accountants firm as the internal Auditor, for the Financial Year 2024-25 to conduct internal audit for the
Company. No Qualification or adverse remarks was reported to the Audit Committee by the Internal Auditor
during the period under review.

MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain
cost records.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Gauravkumar Pushkarrai Jani was appointed as Company Secretary and Compliance Officer with effect
from April 01, 2023 and resigned with effect from October 01, 2024.

Mrs. Vallari Jivan Dave was appointed as Company Secretary and Compliance Officer with effect from October
16, 2024.

Except the above there was no change in the constitution of Board of Directors / Key Managerial Personnel as
per Section 203 of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as
directors in terms of Section 164(2) in form DIR-8 of the Companies Act, 2013. The Directors further have
submitted the Notice of Interest under section 184(1) of the Companies Act, 2013 in Form MBP-1 and
declaration as to compliance with Code of Conduct of the Company.

The Company has received declarations from all the Independent Directors of the Company in terms of
Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 25of SEBI Listing Regulations, 2015.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in
pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per
Regulation 17 of Listing Regulations.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on
the basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

• -In a separate meeting of independent Directors, performance of non-independent directors,
performance of the Board as a whole and performance of the Chairman was evaluated, taking into
account the views of executive directors and non-executive directors and assessed the quality, quantity
and timeliness of flow of information between the company management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.

DISCLOSURE OF REMUNERATION AS PER RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be
available for inspection at the Registered Office of the Company during working hours and any member
interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided as an Annexure - E. which forms part of this Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board, on the recommendation of the Nomination & Remuneration Committee, had formulated criteria
for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for
remuneration of Directors, Key Managerial Personnel and Senior Management.

The Policy on appointment and remuneration of Directors, KMP and other employees and other matters as
required under Section 178(3) of the Companies Act, 2013 is available on the web-site of the Company viz.
www.rudragasenterprise.com and is annexed as Annexure-F.

BOARD MEETINGS, COMMITTEE MEETINGS, AGM AND INFORMATION RELATING TO COMMITTEES

The Board of Directors of the Company met 12 (Twelve) times during the year in respect of which proper
notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book
kept by the Company for the purpose. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

Further Board also herewith declares the compliance of Applicable Secretarial Standards in respect of SS-1 for
Board Meeting, Committee Meetings and SS-2 in respect of General Meeting issued by the Institute of
Company Secretaries of India and approved by the Central Government.

Details of the Board Meeting and present of Directors therein are as follows:

(Y=Present N=Absent. NA= Not Associated with comoanv as on that dated

Date of Board Meeting	Name of Director- details of Attendance of Directors in Board Meeting
	Kush Patel	Kashyap Patel	Manjulaben Patel	Paresh Sharma	Jayshri Raval
12/04/2024	Yes	Yes	Yes	Yes	Yes
30/05/2024	Yes	Yes	Yes	Yes	Yes
05/06/2024	Yes	Yes	Yes	Yes	Yes
05/09/2024	Yes	Yes	Yes	Yes	Yes
01/10/2024	Yes	Yes	Yes	Yes	Yes
16/10/2024	Yes	Yes	Yes	Yes	Yes
18/10/2024	Yes	Yes	Yes	Yes	Yes
14/11/2024	Yes	Yes	Yes	Yes	Yes
07/12/2024	Yes	Yes	Yes	Yes	Yes
24/12/2024	Yes	Yes	Yes	Yes	Yes
13/01/2025	Yes	Yes	Yes	Yes	Yes
26/02/2025	Yes	Yes	Yes	Yes	Yes
Total	12	12	12	12	12

GENERAL MEETING

The Annual General meeting of the company was held on 30th September,2024. Meeting of the Independent
Directors of the company was held on 22nd February, 2025. During the financial year 2024-25, One Extra
Ordinary General Meetings of the Company were held on 09th May, 2024.

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013
on 04/09/2023.

During the Year under review 10 (Ten) meeting of the audit committee was held on 12/04/2024, 30/05/2024,
05/06/2024, 05/09/2024, 18/10/2024,14/11/2024, 07/12/2024, 24/12/2024,13/01/2025 and 26/02/2025
complying the requirements under the Companies Act, 2013 and Secretarial Standard. The constitution of
committee and date of meeting and presence of Directors there at is as follows:

Name of the Member & Position	Category	No. of Meetings Held	No. of Meetings Attended
Paresh Sharma Chairman	Independent Director	10	10
Jayshri Raval Member	Independent Director	10	10
Kush Patel Member	Managing Director	10	10

NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination & Remuneration committee in line with the provisions Section 178 of
the Companies Act, 2013 on 04/09/2023.

During the Year under the 2 (Two) meeting of the Nomination and Remuneration Committee was held on
27/09/2024 and 12/10/2024 complying the requirements under the Companies Act, 2013 and Secretarial
Standard. The constitution of nomination and remuneration committee and date of meeting and presence of
Directors there at is as follows:

Name of the Member	Category	No. of Meetings	No. of Meetings
& Position		Held	Attended
Paresh Sharma Chairman	Independent Director	2	2
Jayshri Raval Member	Independent Director	2	2
Manjulaben Patel Member	Non-Executive Director	2	2

The Company has formed Stakeholders Relationship Committee in line with the provisions Section 178 of the
Companies Act, 2013 on 04/09/2023.

During the Year under the 1 (One) meeting of the Nomination and Remuneration Committee was held on
21/11/2024 complying the requirements under the Companies Act, 2013 and Secretarial Standard. The
constitution of committee and date of meeting and presence of Directors there at is as follows:

Name of the Member & Position	Category	No. of Meetings Held	No. of Meetings Attended
Paresh Sharma Chairman	Independent Director	1	1
Jayshri Raval Member	Independent Director	1	1
Kush Patel Member	Managing Director	1	1

RISK MANAGEMENT

Company has implemented an integrated risk management approach through which it reviews and assesses
significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in
place.

Senior management periodically reviews this risk management framework to keep updated and address
emerging challenges. Major risks identified for the Company by the management are Currency fluctuation.
Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation,
Technological Changes. The management is however, of the view that none of the above risks may threaten
the existence of the Company.

Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case
any of these risks materialize.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, certain amounts of investors which are unclaimed or
unpaid for certain years are required to be transferred to the Investor Education and Protection Fund ("IEPF").
Further Company is also required to transfer those shares to the Demat account of the Investor Education and
Protection Fund ("IEPF") in respect of which dividend is unpaid or unclaimed for seven consecutive years.

So it is informed to stakeholders that company has no such amount of dividends or such shares which are
required to be transferred to IEPF.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and Companies (CSR Policy) Rules, 2014, every Company
having net worth of Rupees Five Hundred Crore or more or Turnover of Rupees One Thousand Crore or more or
a Net Profit of Rupees Five Crore or more during any financial year shall constitute a Corporate Social
Responsibility Committee.

Considering the financials of the Company for Financial Year 2024-25, Section 135 of the Companies Act,
2013 and Companies (CSR Policy) Rules, 2014 are applicable to the Company during the Financial Year 2025-
26 and the Board of Directors of the Company constituted Corporate Social Responsibility Committee. The
Corporate Social Responsibility Policy which is approved by CSR Committee & Board of Directors in their
meeting held on 4th September, 2023 and the same has been uploaded on the website of the Company.

The CSR Committee shall be constituted by the following below members:

1. Mr. Kush Sureshbhai Patel, Chairman & Member

2. Mr. Kashyap Sureshbhai Patel, Executive Director & Member

3. Mrs. Manjulaben Sureshbhai Patel, Non-Executive Director & Member

As per the provisions of the Section 135 of the Companies Act, 2013 and Companies (CSR Policy) Rules, the
Company would have to spend 2% of the Average Net Profit of the preceding three years during the Financial
Year 2025-26.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with operations of the
company. The Management regularly monitors the safeguarding of the assets, prevention and detection of
frauds and errors and the accuracy and completeness of the accounting records.

The Internal Auditor along with Statutory Auditor reviews the effectiveness and efficiency of these
procedures.

During the year, such controls were tested and no reportable material weakness in the operations was
observed.

The Statutory Audit Report, Internal Auditor Reporting to Audit Committee, Audit Committee Check, and
Secretarial Audit Report for the financial year 2024-25 does not contain any major qualification, reservation
or adverse remark.

LISTING AGREEMENT WITH STOCK EXCHANGE / LISTING FEES

Pursuant to the provisions of Listing Regulations, the Company declares that the Equity Shares of the
Company are listed on the BSE Limited (BSE). The Company has entered into new Listing Agreement with BSE
Ltd. in terms of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within
the prescribed time limit.

The Company confirms that it has paid Annual Listing Fees to BSE uptothe Financial Year 2025-26.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy
enables the employees to report to the management instances of unethical behavior actual or suspected
fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns
or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of
such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional
cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the
Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the
Company is available on the website of the Company at www.rudragasenterprise.com.

SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual
working in premises through various interventions and practices. The Company always endeavors to create
and provide an environment that is free from discrimination and harassment including sexual harassment. The
Company has in place a robust policy and Committee on prevention of sexual harassment at workplace. The
policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for
identification, reporting and prevention of sexual harassment. Further no complaint as to sexual harassment is
received during the year.

Your directors'' further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and
supportive workplace for women employees. All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave.

GENERAL DISCLOSURES

During the year under review, there was no change in the nature of business of the Company and there is no
material change and/or commitments, affecting the financial position of the Company, during the period
under review and till the date of this report.

During the year under review, there was no significant and/or material order passed by any regulators or
courts or tribunals impacting the going concern status and company''s operations in future.

The Company does not provide any loan or other financial arrangement to its employees or Directors or Key
Managerial Personnel for purchase of its own shares.

The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as
the Company does not have any equity shares with differential voting rights.

In the preparation of Financial Statement, no treatment different from that of prescribed accounting standard
has been followed.

YOUR DIRECTORS FURTHER 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

I) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
ESOS;

ii) Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

iii) Instance of one-time settlement with any bank or financial institution;

ACKNOWLEDGEMENT

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by
various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the
Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank
them for their whole hearted co-operation and support at all times.

By Order of the Board

For, RUDRA GAS ENTERPRISE LIMITED

KUSH SURESHBHAI PATEL KASHYAP SURESHBHAI PATEL

MANAGING DIRECTOR DIRECTOR

DIN: 07257552 DIN: 07257549

Date: 22nd August, 2025
Place: Ahmedabad

---

Mar 31, 2024

Your Directors have pleasure in presenting herewith the 09th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Amount in Lacs exceot per data)

Particulars	Standalone		Consolidated
	2023-24 2022-23		2023-24	2022-23
TOTAL INCOME
Revenue from Operations (Net)	6376.64	4939.59	6376.64	4939.59
Other Income	28.93	17.44	28.93	17.44
Total revenue	6405.57	4957.03	6405.57	4957.03
TOTAL EXPENSES:
Expenses (Employee Exps)	1181.10	877.02	1181.10	877.02
Other Exps	193.21	151.74	193.21	151.74
Finance Costs	263.28	174.86	263.28	174.86
Total Exps	5777.39	4469.94	5777.39	4469.94
Profit/(Loss) after finance costs but before exceptional Items	628.18	487.09	628.18	487.09
Exceptional Items	-	-	-	-
Profit before extraordinary items and tax	628.18	487.09	628.18	487.09
Extraordinary Items	-	-	-	-
Profit before Tax	628.18	487.09	628.18	487.09
Tax Expenses	151.99	115.05	151.99	115.05
Prior Period Tax Adjustment	3.37	9.65	3.37	9.65
Profit After Tax	472.82	362.39	472.82	362.39
Share of Profit of Associates	-	-	-6.99	-
Net Profit /Loss for the Period	472.82	362.39	465.83	362.40
Earnings Per share	7.44	5.99	7.33	5.99

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIRS

The Total Revenue comprising of Revenue from its business and operations and Other Income for the financial year ended 31st March, 2024 is Rs. 6405.57 Lakhs as against Rs.4957.03 Lakhs in the previous financial year and the Company has earned a Net Profit of Rs. 472.82 Lakhs as compared to previous year’s net profit of Rs.362.39 Lakhs in the previous financial year; as reflected in its profits and Loss accounts.

The management of the Company is diligently exploring diverse business plans and formulating strategic initiatives aimed at fostering the Company''s growth and development.

TRANSFER TO RESERVE

The Company has transferred Rs. 472.82 Lakhs to Profit & Loss Account for the Financial Year ended on 31st March, 2024. Further there was addition of Rs. 1026.48 Lacs to Securities Premium Account on account of issue of shares after net of Bonus issue and Issue Expenses.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year there was no change in business activity of the company.

MATERIAL EVENTS DURING THE YEAR

• The Company has altered the main object of the Memorandum of Association in the Extra Ordinary General Meeting dated 20th July, 2023.

• We are pleased to inform you that the Company had made an Initial Public Offer of 22,48,000 Equity Shares at the Offer Price of Rs. 63/- each vide prospectus dated 18th day of December, 2023 on the SME platform of the Bombay Stock Exchange of India Limited i.e. BSE SME Platform. Your Company is now listed with ISIN INE0OYK01010 and Scrip Code 544121 at BSE Limited and shares are now traded on the Bombay Stock Exchange.

The Net Proceeds from the IPO is Rs.1416.24/- (In lakhs). The details of Utilization as on 31/03/2024 are as under:

Particulars	Planned as per Prospectus	Received proceeds	Planned Utilization upto 31/03/2024	Planned as per Prospectus
Working Capital Requirement	950.00	950.00	323.60	626.40
General Corporate Purpose	324.68	324.68	300.00	24.68
Public Issue Related Expense	141.56	141.56	135.87	5.69

• Conversion of Company from Private Limited to Public Limited, Company has adopted the new set of Articles of Association in the Extra Ordinary General Meeting dated 25th August, 2023 removing the restriction of Private Limited companies from the articles of the company and adapting the articles appropriate to the Listed Company.

• Consequently the above conversion, the name of Company was changed from “Rudra Gas Enterprise Private Limited" to "Rudra Gas Enterprise Limited", vide fresh certificate of incorporation dated September 4,2023.

CHANGES IN SHARE CAPITAL OF THE COMPANY

• ALTERED THE CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION AND INCREASE THE AUTHORISED SHARE CAPITAL

The Company has altered the Capital Clause of Memorandum of Association in the Extra Ordinary General Meeting dated 05th June, 2023, the authorized share capital increased from Rs. 50,00,000/- to Rs. 10,00,00,000/-.

• RIGHT ISSUE AND BONUS ISSUE

Company in the Board Meeting dated 06th July, 2023, has issued and allotted 40,000 Equity shares at issue price of Rs. 258/- (Rupees Two Hundred Fifty Eight only) per equity shares, including face value of Rs. 10/-(Rupees Ten Only) each at a premium of Rs. 248/- (Rupees Two Hundred and Forty Eight Only) per equity shares on Right Basis to its existing shareholders in their proportion.

Further, in the Extra Ordinary General Meeting of members dated 10th July, 2023, Shareholders approved the bonus issue for 58,00,000 Equity shares of face value of Rs. 10/- (Rupees Ten Only) each per equity shares as a bonus Shares in the proportion of 20 (Twenty) bonus equity shares of Rs.10/- (Rupees Ten) each for every 1 (One) fully paid up equity shares of Rs. 10/- (Rupees Ten) each held by existing shareholders and in the Board Meeting dated 11th July, 2023 allotted 58,00,000 Equity shares as Bonus Shares.

• IPO ALLOTMENT

The Company had made an Initial Public Offer of 22,48,000 Equity Shares at the Offer Price of Rs. 63/- each vide prospectus dated 18th day of December, 2023 on the SME platform of the Bombay Stock Exchange of India Limited i.e. BSE SME Platform and allotted 22,48,000 Equity Shares of face value Rs. 10/- at a Cash Price of Rs. 63/- per Equity share (including a Share premium of Rs. 53/- per Equity Share) in the Board meeting dated 13th February, 2024.

The Paid up capital of the Company after the IPO and as on date is Rs. 8,33,80,000/- divided into 83,38,000 Equity shares of Rs. 10/- each.

MATERIAL CHANGES AND COMMITMENT AFTER CLOSURE OF FINANCIAL YEAR

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31,2024 to the date of this Report.

DIVIDEND

To fortify the financial standing of the Company and bolster working capital reserves, the Board of Directors does not recommend declaring any dividends for the Financial year 2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did riot have any funds remaining unpaid or unclaimed for a period of seven years. Consequently, no funds and no shares are required to be transfer to the Investor Education and Protection Fund (IEPF).

ANNUAL RETURN

Annual Return of the Company as required under Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, in the prescribed Form MGT-7, is placed on the website of the company www.rudragasenterprise.com and weblink for the same is htpp://www.rudragasenterprise.com/investors/

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) read with Para B of the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors'' Report.

ACCEPTANCE OF DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Company has borrow unsecured loan from the Directors, Relatives of Directors or Promoters of the company which are exempted deposits and details of the same are given under the Note No. 9 and Sub-notes (ii) under Point 35 Related Party Disclosure as required by AS-18 under the financial Statement.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY

The Company has entered into a Joint Venture Agreement Dated 14th December, 2023 with Greenstat Hydrogen India Private Limited in a name “Rudra Gas Greenstat Hydrogen Private Limited" having CIN -U35105GJ2023PTC142841 for Providing Business of Generating, Storing, Transmitting, Distributing, Trading, and Supplying Energy Using Non-Conventional and Renewable Sources.

The performance of Associate or Joint Venture entity is as follows:

Particulars	Year Ended on 31/03/2024	Year Ended on 31/03/2023
TOTAL INCOME
Revenue from Operations (Net)	95,62,500	Not applicable
Other Income	0	Not applicable
Total revenue	95,62,500	Not applicable
Total Expenses	1,09,60,969	Not applicable
Profit/(Loss) after finance costs but before exceptional Items	(13,98,469)	Not applicable
Profit before Tax	(13,98,469)	Not applicable
Tax Expenses (Differed Tax)	0	Not applicable
Profit After Tax	(13,98,469)	Not applicable

Further, a report in the prescribed Form AOC- 1 as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rules made there under is attached herewith as Annexure B to the report.

Further Company does not have any subsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

Since the Company has the associate company i.e. Rudra Gas Greenstat Hydrogen Private Limited, Consolidated Financial Statements prepared, pursuanttothe requirements of Section 129, read with Schedule III of the Companies Act, 2013 and Rules made there under, Listing Regulations and applicable Accounting Standards, are placed in the Annual Report along with the Auditors Report thereon. They are also forming part of the financial statements.

CORPORATE GOVERNANCE

As per the provision of Regulation 15(2) of the Listing Regulations Compliance with Corporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entities having paid-up equity share capital not exceeding 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

Henceforth, Company being falling under the specified limits of above regulation, requirement of giving Corporate Governance report in Annual Report as per the Para C of the Schedule V is exempted to the company and hence not required to provide the same.

Further information pertaining to PARA A "Related party Disclosure" forms part of the Note 35 of the Notes forming part of the financial statements AND PARA B "Management Discussion And Analysis Report" are given under Annexure-A of the report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on Arm''s Length basis and were in the Ordinary Course of business. There were no materiality significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.rudragasenterprise.com.

DISCLOSURE OF ACCOUNTING TREATMENT

Where in the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has been followed, the fact shall be disclosed in the financial statements, together with the management''s explanation as to why it believes such alternative treatment is more representative of the true and fair view of the underlying business transaction.

DIRECTORS RESPONSIBILITY REPORT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed along with properexplanation relating to material departures;

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

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the financial year ended on 31st March, 2024 on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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.

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

As required under Section 134(3) (m) of the Companies Act, 2013 and Rules made there under, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - C attached herewith and forming part of the Directors'' Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided by the Company are given under notes to the accounts of financial statements.

Further, Company in the EGM dated 08th September, 2023 has passed the special resolution for granting the limit of investments, loans, advances, corporate guarantee under section 186 of the Companies Act, 2013 and to authorized to board to invest, to provide loans and advances, to provide corporate guarantee aggregating up to the limit of Rs. 500,00,00,000/- (Rupees Five Hundred Crofe only).

STATUTORY AUDITORS

Section 139 (2) of the Companies Act, 2013 (effective 1st April, 2014), mandates that a listed company or such other prescribed class of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each. Company has appointed M/s. Desai & Desai, Chartered Accountants as Statutory Auditors of the company for 4 (four) years upto the Financial Year 2026-27.

The Statutory Auditor report for both Standalone financial Statement and Consolidated Financial Statement of the company does not contains any adverse remarks, qualification which requires the Board explanation or justification.

Further Auditors has not reported any fraud in the company during the year under review.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Rules made there under inter alia requires every listed company to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed Premal Shah & Company, a firm of Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure -D to this Report.

Further the Secretarial Audit report of the company does not contain any major adverse remarks, qualification which requires the Board explanation or justification.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1 )(a) of Companies(Accounts) Rules, 2014, the Board of Directors of the Company has appointed Ms. Shrustiben Chandulal Mulani Chartered Accountant as the internal Auditor, for the Financial Year 2023-24 to conduct internal audit for the Company. No Qualification or adverse remarks was reported to the Audit Committee by the Internal Auditor during the period under review.

MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review following changes in the Board were done. Mr. Kush Sureshbhai Patel (DIN: 07257552) appointed as the Managing Director of the Company for a period of 3 (three years) from September 04, 2023 upto September 03, 2026.

Change in Designation of Mrs. Manjulaben Sureshbhai Patel (DIN: 07257553) pursuant to the approval of Board of Directors in their meeting held July 14, 2023, from Executive Director to Non-Executive Director with effect from July 14, 2023.

Mr. Paresh Laxminarayan Sharma (DIN: 08637219) was appointed as an Additional Independent Director of the Company with effect from September 4, 2023. Thereafter, pursuant to the approval of members in the Extra-Ordinary General Meeting held on September 8, 2023, he was appointed as an Independent Director of the Company for a period of 5 years with effect from September 4, 2023 and is not liable to retire by rotation.

Mrs. Jayshri Yogesh Raval (DIN: 10168710) was appointed as an Additional Independent Director of the Company with effect from September 4, 2023. Thereafter, pursuant to the approval of members in the Extra-Ordinary General Meeting held on September 8, 2023, She was appointed as an Independent Director of the Company for a period of 5 years with effect from September 4,2023 and is not liable to retire by rotation.

Mr. Gauravkumar Pushkarrai Jani was appointed as Company Secretary and Compliance Officer with effect from April 01, 2023.

Ms. Shrustiben Chandulal Mulani was appointed as Chief Financial Officer with effect from July 14,2023.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164(2) in form DIR-8 of the Companies Act, 2013. The Directors further have submitted the Notice of Interest under section 184(1) of the Companies Act, 2013 in Form MBP-1 and declaration as to compliance with Code of Conduct of the Company.

The Company has received declarations from all the Independent Directors of the Company in terms of Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations, 2015.

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated bv the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

• In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DISCLOSURE OF REMUNERATION AS PER RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure -JE, which forms part of this Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board, on the recommendation of the Nomination & Remuneration Committee, had formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key Managerial Personnel and Senior Management.

The Policy on appointment and remuneration of Directors, KMP and other employees and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the web-site of the Company viz. www.rudragasenterprise.com and is annexed as Annexure-F.

BOARD MEETINGS, COMMITTEE MEETINGS, AGM AND INFORMATION RELATING TO COMMITTEES

The Board of Directors of the Company met 35 (Thirty Five) times during the year in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Further Board also herewith declares the compliance of Applicable Secretarial Standards in respect of SS-1 for Board Meeting, Committee Meetings and SS-2 in respect of General Meeting issued by the Institute of Company Secretaries of India and approved by the Central Government.

Details of the Board Meeting and present of Directors therein are as follows:

(Y=Present, N = Absent, NA= Not Associated with company as on that date.)

Date of Board meeting	Name of Director- details of Attendance of Directors in board meetings
	Kush Patel	Kashyap Patel	Manjulaben Patel	Paresh Sharma	Jayshri Raval
01/04/2023	Yes	Yes	Yes	NA	NA
15/04/2023	Yes	Yes	Yes	NA	NA
13/05/2023	Yes	Yes	Yes	NA	NA
19/05/2023	Yes	Yes	Yes	NA	NA
12/06/2023	Yes	Yes	Yes	NA	NA
15/06/2023	Yes	Yes	Yes	NA	NA
17/06/2023	Yes	Yes	Yes	NA	NA
20/06/2023	Yes	Yes	Yes	NA	NA
21/06/2023	Yes	Yes	Yes	NA	NA
29/06/2023	Yes	Yes	Yes	NA	NA
06/07/2023	Yes	Yes	Yes	NA	NA
11/07/2023	Yes	Yes	Yes	NA	NA
12/07/2023	Yes	Yes	Yes	NA	NA
14/07/2023	Yes	Yes	Yes	NA	NA
17/07/2023	Yes	Yes	Yes	NA	NA
26/07/2023	Yes	Yes	Yes	NA	NA
07/08/2023	Yes	Yes	Yes	NA	NA
28/08/2023	Yes	Yes	Yes	NA	NA
04/09/2023	Yes	Yes	Yes	Yes	Yes
20/09/2023	Yes	Yes	Yes	Yes	Yes
26/09/2023	Yes	Yes	Yes	Yes	Yes
27/09/2023	Yes	Yes	Yes	Yes	Yes
29/09/2023	Yes	Yes	Yes	Yes	Yes
03/10/2023	Yes	Yes	Yes	Yes	Yes
21/11/2023	Yes	Yes	Yes	Yes	Yes
25/11/2023	Yes	Yes	Yes	Yes	Yes
04/12/2023	Yes	Yes	Yes	Yes	Yes
08/12/2023	Yes	Yes	Yes	Yes	Yes
15/12/2023	Yes	Yes	Yes	Yes	Yes
23/12/2023	Yes	Yes	Yes	Yes	Yes
10/01/2024	Yes	Yes	Yes	Yes	Yes
17/01/2024	Yes	Yes	Yes	Yes	Yes
30/01/2024	Yes	Yes	Yes	Yes	Yes
13/02/2024	Yes	Yes	Yes	Yes	Yes
13/03/2024	Yes	Yes	Yes	Yes	Yes
Total	35	35	35	17	17

GENERAL MEETING

The Annual General meeting of the company was held on 13th July, 2023. Meeting of the Independent Directors of the company was held on 14th February, 2024. During the financial year 2023-24, 6 (Six) Extra Ordinary General Meetings of the Company were held on 05th June, 2023, 10th July, 2023, 20th July, 2023, 25th August, 2023, 08th September, 2023 and 15th December, 2023.

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013 on 04/09/2023.

During the Year under review 4 (Four) meeting of the audit committee was held on 27/09/2023,15/12/2023, 30/01/2024, 13/02/2024 complying the requirements under the Companies Act, 2013 and Secretarial Standard. The constitution of committee and date of meeting and presence of Directors there at is as follows:

Name of the Member	Category	No. of Meetings	No. of Meetings
& Position		Held	Attended
Paresh Sharma Chairman	Independent Director	4	4
Jayshri Raval Member	Independent Director	4	4
Kush Patel Member	Non-Executive Director	4	4

NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination & Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013 on 04/09/2023.

During the Year under the 1 (One) meeting of the Nomination and Remuneration Committee was held on 04/09/2023 complying the requirements under the Companies Act, 2013 and Secretarial Standard. The constitution of nomination and remuneration committee and date of meeting and presence of Directors there at is as follows:

Name of the Member & Position	Category	No. of Meetings Held	No. of Meetings Attended
Paresh Sharma Chairman	Independent Director	1	1
Jayshri Raval Member	Independent Director	1	1
Manjulaben Patel Member	Non-Executive Director	1	1

The Company has formed Stakeholders Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013 on 04/09/2023.

During the Year under the 1 (One) meeting of the Nomination and Remuneration Committee was held on 13/02/2024 complying the requirements under the Companies Act, 2013 and Secretarial Standard. The constitution of committee and date of meeting and presence of Directors there at is as follows:

Name of the Member & Position	Category	No. of Meetings Held	No. of Meetings Attended
Paresh Sharma Chairman	Independent Director	1	1
Jayshri Raval Member	Independent Director	1	1
Kush Patel Member	Managing Director	1	1

RISK MANAGEMENT

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place.

Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes. The management is however, of the view that none of the above risks may threaten the existence of the Company.

Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, certain amounts of investors which are unclaimed or unpaid for certain years are required to be transferred to the Investor Education and Protection Fund ("lEPF"). Further Company is also required to transfer those shares to the Demat account of the Investor Education and Protection Fund (*IEPF'') in respect of which dividend is unpaid or unclaimed for seven consecutive years.

So it is informed to stakeholders that company has no such amount or shares which are required to be transferred to IEPF.

CORPORATE SOCIAL RESPONSIBILITY

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made there under, provisions of Corporate Social responsibility is not applicable to the company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with operations of the company. The Management regularly monitors the safeguarding of the assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting records.

The Internal Auditor along with Statutory Auditor reviews the effectiveness and efficiency of these procedures

During the year, such controls were tested and no reportable material weakness in the operations was observed.

The Statutory Audit Report, Internal Auditor Reporting to Audit Committee, Audit Committee Check, and Secretarial Audit Report for the financial year 2023-24 does not contain any major qualification, reservation or adverse remark.

LISTING AGREEMENT WITH STOCK EXCHANGE / LISTING FEES

Pursuant to the provisions of Listing Regulations, the Company declares that the Equity Shares of the Company are listed on the BSE Limited (BSE). The Company has entered into new Listing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within the prescribed time limit.

The Company confirms that it has paid Annual Listing Fees to BSE upto the Financial Year 2023-24.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower

Policy of the Company is available on the website of the Company at vmw.rudragasenterprise.com SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy and Committee on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. Further no complaint as to sexual harassment is received during the year.

Your director’s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURES

During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period under review and till the date of this report.

During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.

The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares.

The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

In the preparation of Financial Statement, no treatment different from that of prescribed accounting standard has been followed.

YOUR DIRECTORS FURTHER 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

I) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

ii) Report and other compliances on Corporate Social Responsibility;

iii) Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

iv) Instance of one-time settlement with any bank or financial institution;

ACKNOWLEDGEMENT

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

By Order of the Board

For, RUDRA GAS ENTERPRISE LIMITED

KUSH SURESHBHAI PATEL KASHYAP SURESHBHAI PATEL

MANAGING DIRECTOR DIRECTOR

DIN: 07257552 DIN: 07257549

Date: 05th September, 2024 Place: Ahmedabad