డైరెక్టర్ల నివేదిక Rajkot Investment Trust Ltd.

Mar 31, 2025

Your directors are presenting their 43rdAnnual Report on the business and operations of the Company and the accounts for the financial year ended 31^st March 2025.

I. FINANCIAL PERFORMANCE: -

During the period under review your Company has earned total revenue of Rs. 91.65 (Amount in lakhs in comparison to Rs. 43.76 (Amount in lakhs) of previous year. There is a notable increase in revenue of the company. However, the directors of the company are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

FINANCIAL PERFORMANCE:

	Amount in Lakhs
1	Financial Particular	Year ending on 31st March, 2025	Year ending on 31st March, 2024
	Revenue from operations	91.65	43.76
	Other income	-	8.90
	Less: Total Expenditure)	71.66	33.90
	Profit/ (loss) before Taxation	20.02	9.87
	Less: Current tax	5.10	4.13
	Less: Prior year Tax Provisions	-	0.24
	Less: Deferred Tax Liability	-	-
	Profit/ (Loss) After Tax for the year	(14.93)	(5.50)
	Add: Balance Brought Forward	-	-
	Profit available for appropriation	(14.93)	(5.50)
	Less: Appropriation:	-	-
	Transfer to Special Reserve u/s. 451 of RBI Act.	-	-
	Transfer to General Reserve	-	-
	^Interim Dividend	-	-
	k Tax on Interim Dividend	-	-
	Proposed Dividend	-	-
	Provision for Tax on Proposed Dividend	-	-
	Less: Additional depreciation charged due to change in useful life	-	-
	Balance carried forward to Balance Sheet	(14.93)	(5.50)

II. SHARE CAPITAL

During the year under review, the Authorized Share Capital of the company was Rs. 3 Crore and Paid-up Share Capital of the Company was Rs.1 Crore.

Further, In the general meeting held on 30^th September, 2024 the Authorized Share Capital of the has increased from Rs. 3,00,00,000 (Rupees Three Crore Only) divided into 30,00,000 (Rupees Thirty Lacs) Equity Shares of Rs.10/-(Rupees Ten Only) each to Rs .25,00,00,000 /- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 22,00,00,000/- (Rupees Twenty-Two Crore Only) divided into 2,20,00,000 (Two Crore Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to rank pari-passu with the existing Equity Shares of the Company.

Further the Board of directors have considered and approved Raising of funds by way of issue of equity shares of the Company of face value Rs.10/- (Rupee Ten Only) (''Equity Shares'') each for an aggregate amount not exceeding Rs.49,00,00,000/- (Rupees Forty Nine Crore Only) on Right issue basis, on such terms and conditions as may be decided by the Board of Directors of our Company to the eligible equity shareholders of the Company, as on the record date (to be notified subsequently) subject to the receipt of applicable regulatory, statutory approvals, in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, and the Companies Act, 2013 and the rules made thereunder, as amended from time to time, (''Rights Issue'') meeting held on Tuesday, December 31, 2025.

Further company has received the in-principal approval for the proposed Right issue in the Company vide approval letter dated 30.04.2025.

III. DIVIDEND:

During the year the company has loss of Rs. (5.50) (In lakhs) due to loss in the financial year, Board of directors have not recommended any dividend for the year ended on 31st March, 2025.

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

In terms of Section 124 and any other applicable provisions of Companies Act, 2013, Rs 6,750/- being Unclaimed and Unpaid Dividend relating to the financial year 2009-10 is due for remittance to the Investor Education and protection Fund established by Central Government and the same is yet to be transferred to the said fund due to inadvertent error, Company is already under process to comply with the provision.

V. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

VI. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

VII. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD - 2

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

VIII. CHANGE IN THE NATURE OF THE BUSINESS

The Company is registered with Reserve bank of India (RBI) as Non-Banking Financial Company and there is no change in the nature of the business of the Company.

IX. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year, there is no change in registered office of the company.

X. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

XI. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

Osy

XII. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

XIII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during FY 2024-25.

XIV. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

XV. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided is not applicable to the company.

XVI. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013.

There are no materially 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.

XVII. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report as Annexure- A.

XVIII. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy or technology absorption ate taken by the Company and hence no particulars as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL

XIX. KEY MANAGERIAL PERSONNEL:

a) Ms. Mosamben Keyur Mehta - Managing Director (Up to 22/05/2024)

b) Mr. Shrikrishna Baburam Pandey - Managing Director (w.e.f. 22/05/2024)

c) Mrs. Surabhi Mahnot - Company Secretary and Compliance Officer (w.e.f. 25 /04/2022)

d) Mr. Parth Ketanbhai Patel - Chief Financial Officer (upto 26.05.2025)

e) Mrs. Radhikaben Patel- Chief Financial Officer (w.e.f. 26.05.2025)

f) Mr. Hemantkumar Naginbhai Patel- Non executive Independent Director (upto 26.05.2025)

g) Mr. Akhilesh Kumar Chauhan- Non-Executive Director (w.e.f. 26.05.2025)

XX. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. COMPOSITION OF BOARD:
	Name of Directors	X#	Category	No. of Board Meeting held	No. of Board Meeting attended
	Mrs. Renu Maninder Singh		Non-Executive Independent	7	7
	Mr. Shrikrishna Baburam Pandey1	Director	Non-Executive	7	7
	Ms. Mosamben Keyur Mehta5	Director	Managing Director	7	7
	Mr. Hemantkumar Naginbhai Patel	Director	Independent	7	7
	Mr. Zafar Quereshi2/4	Director	Independent	7	1
	Mr. BhavinKumar Thakkar3	Director	Independent	0	0
	Mr. Akhilesh Kumar Chauhan	Director	Non -Executive Director	0

INDUCTIONS:

1. The category of Mr. Shrikrishna Baburam Pandey has been changed from Non-Executive Director of the company to Managing Director of the Company. w.e.f 22/05/2024.

2. Mr. Zafar Quereshi has been appointed as additional director of the company under category of Non- Executive Independent director on 07/03/2024.

3. Mr. Bhavinkumar Thakkar has been appointed as additional director of the company under category of Non-Executive Independent director on 02/08/2024.

4. Mr. Akhilesh Kumar Chauhan has been appointed ad additional director of the company under category of Nonexecutive Non-Independent Director on 26/05/2025.

CESSATIONS:

5. Mr. Zafar Umar Quereshi Resigned from position of Non-Executive Director under the category of Independent Director of the company with effect from 22/05/2024.

6. Ms. Mosamben Keyur Mehta Resigned from position of Managing Director of the company w.e.f. 22/05/2024.

7. Mr. Hemantkumar Naginbhai Patel has been resigned from the office of independent director of the Company effective from 26/05/2025.

ii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Shrikrishna Baburam Pandey (DIN: 07035767) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iii. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Pursuant to provisions of the Companies Act and the Listing Regulations, Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member''s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

iv. DECLARATION OF INDEPENDENCE:

Mr. Renu Manendra Singh (DIN: 00860777) with effect from 22/08/2022 and Mr. Hemantkumar Naginbhai Patel (DIN: 09851470) with effect from 13/01/2023 till 26/05/2025 and Mr. Bhavinkumar Thakkar (DIN:09083725) with effect from 02/08/2024 are the existing Independent Directors the Company have given declarations confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

v. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

During the year under review, the Board duly met Six (6) times on 22/05/2024, 30/05/2024, 02/08/2024, 14/11/2024, 31/12/2024 and 14/02/2025 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

vi. MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year under review, on 14/02/2025. The Meeting was e conducted in an informal manner without the presence of the Whole time Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

XXI. DIRECTOR''S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: —

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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.

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

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

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

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

XXII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

Name Of Director	Category of Directorship	Designation	Number of meetings held	Number of meetings attended
Mr. Hemantkumar Naginbhai Patel	Independent Director	Chairman	4	4
Mrs. Renu Manendra Singh	Independent director	Member	4	4
Mr. Shrikrishna Baburam Pandey	Non-Executive Director	Member	4	4

During the year there is no change in the members and Chairman of the committee. Further The Committee was reconstituted on May 22, 2024 due to changes in the Board of directors. There is a change in designation of Mr. Shrikrishna Baburam Pandey from the Non-Executive to Executive Director, Managing Director of the company.

Name Of Director		Category of Directorship	Designation
Mr. Hemantkumar Patel	Naginbhai	Independent director	Chairman
Mrs. Renu Manendra Singh		Independent Director	Member
Mr. Shrikrishna Pandey	Baburam	Managing Director, Director	Executive Member

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditor''s independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

Four meetings of the Audit Committee were held during the year viz. on 30/05/2024, 02/08/2024, 14/11/2024, 31/12/2024 and 14/02/2025.

At present composition of committee:
	Name Of Director	Category of Directorship	Designation
	Mr. Bhavin bhai Thakkar	Independent director	Member
cv	Mrs. Renu Manendra Singh	Independent Director	Chairman
	Mr. Shrikrishna Baburam	Managing Director,	Executive Member
N	Pandey	Director

[B] NOMINATION AND REMUNERATION COMMITTEE:

Name Of Director	Category of Directorship	Remarks	Number meetings held	of Number of meetings attended
Mr. Hemantkumar Naginbhai Patel	Independent director	Chairman	4	4
Mrs. Renu Manendra Singh	Independent Director	Member	4	4
Mr. Shrikrishna Baburam Pandey	Non-Executive Director	Member	4	4

During the year there is no change in the members and Chairman of the committee. Further The Committee was reconstituted on August 02, 2024 due to changes in the Board of directors. There is an appointment of Mr. Bhavinkumar Thakkar as an additional director under independent category of the company w.e.f. 02/08/2024.

Name Of Director	Category of	Designation
	Directorship
Mr. Hemantkumar Naginbhai	Independent director	Chairman
Patel
Mrs. Renu Manendra Singh	Independent Director	Member
Mr. Bhavinkumar Thakkar	Independent Director	Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the company www.ritl.co.in

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

During the financial year ended on 31^stMarch 2025, the Nomination and Remuneration Committee met One time on 22/05/2024 .

Now the present composition of the Committee is as under:
	Name Of Director	Category of Directorship	Designation
	Mr. Akhileshkumar Chaudhary Member	Non-executive Director	Member
	Mrs. Renu Manendra Singh	Independent Director	Member

	Mr. Bhavinkumar Thakkar Independent Director	Chairman
[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:
	Name of Director Category of Directorship	Designation
	Mrs. Renu Manendra Singh Independent Director	Chairman
	Mr. Hemantkumar Independent Director Naginbhai Patel	Member
	Mr. Shrikrishna Baburam Executive Director Pandey	Member
During the year there is no change in the members and Chairman of the committee. Further The Committee was reconstituted on May 22, 2024 due to changes in the Board of directors. There is a change in designation of Mr. Shrikrishna Baburam Pandey from the Non-Executive to Executive Director, Managing Director of the company.
The Committee was reconstituted on May 22, 2024 due to changes in the Board of directors of the Company as below.: 1. Mrs. Renu Manendra Singh Inducted as Chairman of the Committee with effect from 22/05/2024 2. Mr. Hemantkumar Naginbhai Patel Inducted as Member of the Committee with effect from 22/05/2024. Mr. Shrikrishna Baburam Pandey as Member of the Committee with effect from 22/05/2024.
	Name Of Director Category of Directorship	Designation
	Mr. Hemantkumar Naginbhai Independent director Patel	Member
	Mrs. Renu Manendra Singh Independent Director	Chairman
	Mr. Shrikrishna Baburam Managing Director, Executive Pandey Director	Member
During the financial year ended on 31stMarch 2025, the Stakeholders Relationship Committee met one-time on 14/02/2025 Now the present composition of the Committee is as under:
<0	Name Of Director Category of Directorship	Designation
	Mr. Hemantkumar Naginbhai Independent director Patel	Member
	Mrs. Renu Manendra Singh Independent Director	Chairman
	Mr. Shrikrishna Baburam Managing Director, Executive Pandey Director	Member
• Oversee and review all matters connected with the transfer of the Company''s securities. • Monitor Redressal of investors'' / shareholders'' / security holders'' grievances.

• Oversee the performance of the Company''s Registrar and Transfer Agents

• Recommend methods to upgrade the standard of services to investors.

• Carry out any other function as is referred by the board from time to time or enforced by any statutory notification/ amendment or medication as may be applicable

Details of Investor''s grievances/ Complaints:
No. of Complaints pending as on April 01, 2024	Nil
No. of Complaints identified and reported during Financial Year 2024-25	Nil
No. of Complaints disposed during the year ended March 31, 2025	Nil
No. of pending Complaints as on March 31,2025	Nil

There were no pending requests for share transfer/dematerialization of shares as of 31^stMarch, 2024-25.

COMPLIANCE OFFICER

Mrs. Surabhi Mahanot, is appointed as compliance officer in the Company.

XXIII. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.ritl.co.in

XXIV. AUDITORS:

A. Statutory Auditors

M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) were appointed by the board of directors in their meeting held on 14.08.2023 for a term of Four consecutive years from F.Y.2023-24 to F.Y.2026-27 subject to approval of shareholder in ensuing Annual General Meeting. Your board has recommended the appointment of M/s C.P. Jaria & Co, (FRN: 104058W) Chartered Accountants as Statutory Auditor of the Company.

M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) has conducted the statutory Audit of the Company for F.Y.2023-24 and expressed unqualified opinion.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

B. Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Pankaj Bagora, Accountant, as an Internal Auditor of the Company.

C. Cost Auditors

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

D. Secretarial Auditors

Pursuant to Section 204 and Applicable provisions of the read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Secretarial Audit Report issued by Neha Poddar, Practicing Company Secretary, and Company Secretaries in Form-MR-3, attached and marked as Annexure "B”, for the period under review forms part of this report.

The said report contains certain observation or qualifications which are as under

Qualification	Explanation
a) The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD).	The management clarified that initially the entries were maintained into Excel Format and to maintain its non-tamperable nature, we strictly implemented the Password of File. Further, the Company has installed SDD software which is non-tamperable
b) The Company had failed to file e-form DIR-12 for Resignation of Mr. Saket Sharma under section 168 of the Companies Act, 2013..	The Board of Directors of the Company would like to clarify that the Company had failed to file Form DIR-12 for resignation of Mr. Saket Sharma due to Deactivation of his Directors Identification Number (DIN).
c)The Company had failed to file e-form MGT-7 ("Annual Return") of the Company for the Financial Year 2023-24	The Board of the Directors of the Company would like to clarify that the Company had failed Form MGT-7 ("Annual Return”) of the Company for the F.Y. 2023-24 due to some unavoidable reasons.

XXV. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid-up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid-up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

XXVI. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-C" to this report.

XXVII. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

XXVIII. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not develope9d and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

XXIX. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) and with Section 134(3)(a) of the Companies Act. 2013, the Annual Return as on 31st March, 2025 is available on the Company''s Website at www.ritl.co.in.

XXX. DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The board hereby states that the independent directors appointed during the year possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act. The Independent Directors appointed during the year have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

XXXI. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016:

During the financial year ended on 31^stMarch, 2025, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company

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

Not applicable during the year under review.

XXXIII. OTHER DISCLOSURES / REPORTING:

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

XXXIV. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

---

Mar 31, 2024

Your directors are presenting their 42^nd Annual Report on the business and operations of the Company and the
accounts for the financial year ended 31^st March 2024.

I. FINANCIAL PERFORMANCE: -

AX/

During the period under review your Company has earned total revenue of Rs. 20.93 (Amount in Lakhs). in
comparison to Rs. 43.76 (Amount in Lakhs) of previous year. There is a notable increase in revenue of the
company. However, the directors of the company are confident and optimistic of achieving upward growth
and achieving much better results in the coming years.

FINANCIAL PERFORMANCE:

Amount in Lakhs

Financial Particular	Year ending on 31st March, 2024	Year ending on 31st March, 2023
Revenue from operations	43.76	20.93
Other income	8.90	2.85
Less: Total Expenditure)	33.90	18.65
Profit/ (loss) before Taxation	9.87	5.13
Less: Current tax	4.13	1.37
Less: Prior year Tax Provisions	0.24	1.92
Less: Deferred Tax Liability	-	(0.09)
Profit/ (Loss) After Tax for the year	(5.50)	(193)
Add: Balance Brought Forward	-	-
Profit available for appropriation	(5.50)	(193)
Less: Appropriation:	-	-
Transfer to Special Reserve u/s. 451 of RBI Act.	-	-
Transfer to General Reserve	-	-
Interim Dividend	-	-
Tax on Interim Dividend	-	-
Proposed Dividend	-	-
Provision for Tax on Proposed Dividend	-	-
Less: Additional depreciation charged due to change in useful life	-	-
Balance carried forward to Balance Sheet	(5.50)	(193)

II. DIVIDEND:

During the year the company has loss of Rs. (5.50) (In lakhs) due to loss in the financial year, Board of
directors have not recommended any dividend for the year ended on 31^st March, 2024.

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

In terms of Section 124 and any other applicable provisions of Companies Act, 2013, Rs 6,750/- being
Unclaimed and Unpaid Dividend relating to the financial year 2009-10 is due for remittance to the Investor
Education and protection Fund established by Central Government and the same is yet to be transferred to
the said fund due to inadvertent error, Company is already under process to comply with the provision.

IV. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

V. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section
73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the period under review. Hence, the requirement for furnishing the details of deposits which are not
in compliance with Chapter V of the Act is not applicable.

VI. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL
STANDARD - 2

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

VII. CHANGE IN THE NATURE OF THE BUSINESS

The Company is registered with Reserve bank of India (RBI) as Non-Banking Financial Company and there
is no change in the nature of the business of the Company.

VIII. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year, there is no change in registered office of the company.

IX. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between
the ends of the financial year to which this financial statement relate on the date of this report.

X. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

XI. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The
Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial controls
relating to its financial statements. During the year, such Controls were tested and no reportable material
weakness was observed.

XII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The
Company has also complied with the provisions related to constitution of Internal Complaints Committee
(ICC) under the said Act to redress complaints received regarding sexual harassment. The Company
received no complaints pertaining to sexual harassment during FY 2023-24.

XIII. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going
concern status and the Company''s operations in future.

XIV. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to disclosure in
the Financial Statements of the full particulars of the loans made and guarantees given or securities
provided is not applicable to the company.

XV. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year no contracts or arrangements were made with related parties falling under the purview of
Section 188 of the Companies Act, 2013.

There are no materially 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.

XVI. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the
Report as Annexure- A.

XVII. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy or
technology absorption ate taken by the Company and hence no particulars as required under Section
134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption
are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL

XVIII. KEY MANAGERIAL PERSONNEL:

a) Ms. Mosamben Keyur Mehta - Managing Director (Up to 22/05/2024)

b) Mr. Shrikrishna Baburam Pandey - Managing Director (w.e.f. 22/05/2024)

c) Mrs. Surabhi Mahnot - Company Secretary and Compliance Officer (w.e.f. 25 /04/2022)

d) Mr. Parth Ketanbhai Patel - Chief Financial Officer (w.e.f. 14 /11/2022)

XIX. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. COMPOSITION OF BOARD:

Name of Directors	Designation	Category	No. of Board Meeting held	No. of Board Meeting attended
Mrs. Renu Maninder Singh	Director	Non-Executive Independent	7	7
Mr. Shrikrishna Baburam Pandey1	Director	Non-Executive	7	7
Ms. Mosamben Keyur Mehta5	Director	Managing Director	7	7
Mr. Hemantkumar Naginbhai Patel	Director	Independent	7	7
Mr. Zafar Quereshi2/4	Director	Independent	0	0
Mr. BhavinKumar Thakkar3	Director	Independent _V X__	0	0

INDUCTIONS:

1. The category of Mr. Shrikrishna Baburam Pandey has been changed from Non-Executive Director of
the company to Managing Director of the Company. w.e.f 22/05/2024.

2. Mr. Zafar Quereshi has been appointed as additional director of the company under category of Non¬
Executive Independent director on 07/03/2024.

3. Mr. Bhavinkumar Thakkar has been appointed as additional director of the company under category
of Non-Executive Independent director on 02/08/2024.

CESSATIONS:

4. Mr. Zafar Umar Quereshi Resigned from position of Non-Executive Director under the category of
Independent Director of the company with effect from 22/05/2024.

5. Ms. Mosamben Keyur Mehta Resigned from position of Managing Director of the company w.e.f.
22/05/2024.

ii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of
the Company, Mr. Shrikrishna Baburam Pandey (DIN: 07035767) being liable to retire by rotation,
shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.
The Board recommends his reappointment.

iii. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Pursuant to provisions of the Companies Act and the Listing Regulations, Nomination and
Remuneration Committee annually evaluates the performance of individual Directors, Committees,
and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board
also regularly in their meetings held for various purposes evaluates the performance of all the
Directors, committees and the Board as a whole. The Board considers the recommendation made by
Nomination and Remuneration Committee in regard to the evaluation of board members and also tries
to discharge its duties more effectively. Each Board member''s contribution, their participation was
evaluated and the domain knowledge they bring. They also evaluated the manner in which the

information flows between the Board and the Management and the manner in which the board papers
and other documents are prepared and furnished.

iv. DECLARATION OF INDEPENDENCE:

Mr. Renu Manendra Singh (DIN: 00860777) , Mr. Hemantkumar Naginbhai Patel (DIN: 09851470) and
Mr. Bhavinkumar Thakkar (DIN:09083725) are the existing Independent Directors the Company have
given declarations confirming that they meet the criteria of independence as prescribed under the
provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as
Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s)
for the time being in force).The Board is of the opinion that all Independent Directors of the Company
possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

v. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies,
financial matters and other businesses.

During the year under review, the Board duly met Seven (7) times on 30/05/2023, 03/08/2023,
14/08/2023, 01/09/2023, 10/11/2023, 12/02/2024 and 07/03/2024, in respect of said meetings
proper notices were given and proceedings were properly recorded and signed in the Minute Book
maintained for the purpose.

vi. MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year under review, on 12/02/2024. The Meeting was
e conducted in an informal manner without the presence of the Whole-time Directors, the Non¬
Executive Non-Independent Directors, or any other Management Personnel.

XX. DIRECTOR''S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits
its responsibility Statement: —

i. In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

ii. 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.

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

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

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

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

XXI. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the
composition of the Audit Committee and other relevant matters as under:

Name Of Director	Category of Directorship	Designation	Number of meetings held	Number of meetings attended
Mr. Hemantkumar Naginbhai Patel	Independent Director	Chairman	4	4
Mrs. Renu Manendra Singh	Independent director	Member	4	4
Mr. Shrikrishna Baburam Pandey	Non-Executive Director	Member	4	4

During the year there is no change in the members and Chairman of the committee. Further The Committee
was reconstituted on May 22, 2024 due to changes in the Board of directors. There is a change in designation
of Mr. Shrikrishna Baburam Pandey from the Non-Executive to Executive Director, Managing Director of the
company.

Now the present composition of the Committee is as under:

Name Of Director		Category of Directorship	Designation
Mr. Hemantkumar Patel	Naginbhai	Independent director	Chairman
Mrs. Renu Manendra Singh		Independent Director	Member
Mr. Shrikrishna Pandey	Baburam	Managing Director, Director	Executive Member

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible

Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditor''s independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and quarterly financial
results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of
the Company. Further during the period under review, the Board of Directors of the Company had accepted
all the recommendations of the Committee.

Four meetings of the Audit Committee were held during the year viz. on 30/05/2024, 14/08/2023,
10/11/2023 and 12/02/2024.

[B] NOMINATION AND REMUNERATION COMMITTEE:

Name Of Director	Category of Directorship	Remarks	Number meetings held	of Number of meetings attended
Mr. Hemantkumar Naginbhai Patel	Independent director	Chairman	4	4
Mrs. Renu Manendra Singh	Independent Director	Member	4	4
Mr. Shrikrishna Baburam Pandey	Non-Executive Director	Member	4	4

During the year there is no change in the members and Chairman of the committee. Further The Committee
was reconstituted on August 02, 2024 due to changes in the Board of directors. There is an appointment of
Mr. Bhavinkumar Thakkar as an additional director under independent category of the company w.e.f.
02/08/2024.

Now the present composition of the Committee is as under:

Name Of Director	Category of Directorship	Designation
Mr. Hemantkumar Naginbhai	Independent director	Chairman
Patel
Mrs. Renu Manendra Singh	Independent Director	Member
Mr. Bhavinkumar Thakkar	Independent Director	Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act,
2013, formulated the policy setting out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel
and other employees. The said policy is available on the website of the company www.ritl.co.in

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and independence
of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior
Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

During the financial year ended on 31^stMarch 2023, the Nomination and Remuneration Committee met One
time on 07/03/2024.

fCl STAKEHOLDERS RELATIONSHIP COMMITTEE:

Name of Director	Category of Directorship
Mrs. Renu Manendra Singh	Independent Director	Chairman
Mr. Hemantkumar Naginbhai Patel	Independent Director	Member jKso
Mr. Shrikrishna Baburam Pandey	Executive Director	Member

During the year there is no change in the members and Chairman of the committee. Further The Committee
was reconstituted on May 22, 2024 due to changes in the Board of directors. There is a change in designation
of Mr. Shrikrishna Baburam Pandey from the Non-Executive to Executive Director, Managing Director of

The Committee was reconstituted on May 22, 2024 due to changes in the Board of directors of the
Company as below.:

1. Mrs. Renu Manendra Singh Inducted as Chairman of the Committee with effect from 22/05/2024

2. Mr. Hemantkumar Naginbhai Patel Inducted as Member of the Committee with effect from
22/05/2024.

3. Mr. Shrikrishna Baburam Pandey as Member of the Committee with effect from 22/05/2024.

Now the present composition of the Committee is as under:

Name Of Director		Category of Directorship	Designation
Mr. Hemantkumar Patel	Naginbhai	Independent director	Member
Mrs. Renu Manendra Singh		Independent Director	Chairman
Mr. Shrikrishna Pandey	Baburam	Managing Director, Director	Executive Member

During the financial year ended on 31^stMarch 2024, the Stakeholders Relationship Committee met one¬
time on 07/03/2024

• Oversee and review all matters connected with the transfer of the Company''s securities.

• Monitor Redressal of investors'' / shareholders'' / security holders'' grievances.

• Oversee the performance of the Company''s Registrar and Transfer Agents

• Recommend methods to upgrade the standard of services to investors.

• Carry out any other function as is referred by the board from time to time or enforced by any
statutory notification/ amendment or medication as may be applicable

Details of Investor''s grievances/ Complaints:

No. of Complaints pending as on April 01, 2023	Nil
No. of Complaints identified and reported during Financial Year 2023-24	Nil
No. of Complaints disposed during the year ended March 31, 2024	Nil
No. of pending Complaints as on March 31,2024	Nil

There were no pending requests for share transfer/dematerialization of shares as of 31^stMarch,
2023-24.

COMPLIANCE OFFICER

Mrs. Surabhi Mahanot, is appointed as compliance officer in the Company.

XXII. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil
mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns
regarding unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct and
ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee
in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in
order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.ritl.co.in

XXIII. AUDITORS:

A. Statutory Auditors

M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) were appointed by the board
of directors in their meeting held on 14.08.2023 for a term of Four consecutive years from F.Y.2023-24 to
F.Y.2026-27 subject to approval of shareholder in ensuing Annual General Meeting. Your board has
recommended the appointment of M/s C.P. Jaria & Co, (FRN: 104058W) Chartered Accountants as Statutory
Auditor of the Company.

M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) has conducted the statutory
Audit of the Company for F.Y.2023-24 and expressed unqualified opinion.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not
reported any instances of fraud committed against your Company by its officers or employees to the Audit
Committee or the Board, under Section 143(12) of the Act.

B. Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of
Section 138 of the Companies Act 2013, has appointed Mr. Pankaj Bagora, Accountant, as an Internal
Auditor of the Company.

C. Cost Auditors

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost
Auditor pursuant to Section 148of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014.

D. Secretarial Auditors

Pursuant to Section 204 and Applicable provisions of the read with Section 134(3) of the Companies Act,
2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Secretarial Audit
Report issued by M/s. Neha Poddar, Practicing Company Secretary in Form-MR-3, attached and marked as
Annexure "B”, for the period under review forms part of this report.

The said report contains certain observation or qualifications which are as under

Qualification	Explanation
a) The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD).	The management clarified that initially the entries were maintained into Excel Format and to maintain its non-tamperable nature, we strictly implemented the Password of File. Further, the Company has installed SDD software which is non-tamperable
b) The company has make delay in filing of Investor Grievances under regulation 13(3) of SEBI(LODR) Regulation, 2015 for the quarter ended on 31st December, 2023. The BSE Limited has imposed penalty of Rs. 10,000 on the Company for said non¬ compliance.	The Management clarified that due to inadvertence the Company made delay submission in filing of Investor Grievances under regulation 13(3) of SEBI(LODR) Regulation, 2015 and we are in process to make payment of such penalty.
c) The company made delayed submission of Annual report for the year ended on 31st March, 2023 as per the provisions of Regulation 34 of SEBI (LODR) Regulations, 2015.	The management has clarified and assured that such kind of non-compliance will not take place in future and the management will take full due- diligence in compliance with the SEBI (LODR) Regulations, 2015.

XXIV. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the
annual report of the listed entity shall contain Corporate Governance Report and it is also further provided
that if the Company is not having the paid-up share capital exceeding Rs. 10 crores and Net worth exceeding
Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid-up share capital
exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not
applicable and therefore not provided by the Board.

XXV. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-C" to this report.

XXVI. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s
existence are very minimal.

XXVII. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL

RESPONSIBILITY INITIATIVES:

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

XXVIII. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) and with Section 134(3)(a) of the Companies
Act. 2013, the Annual Return as on 31^st March, 2024 is available on the Company''s Website at www.ritl.co.in.

XXIX. DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR:

The board hereby states that the independent directors appointed during the year possess requisite
expertise and experience (including the proficiency) in terms of section 150 of the Act. The Independent
Directors appointed during the year have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

XXX. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCYAND
BANKRUPTCY CODE, 2016:

During the financial year ended on 31^stMarch, 2024, there is no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company

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

Not applicable during the year under review.

XXXII. OTHER DISCLOSURES / REPORTING:

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with diff) erential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration
or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

XXXIII. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities during
the year under review. Your directors also acknowledge gratefully the shareholders for their support and
confidence reposed on your Company.

Registered Office By order of Board of Directors

526 Star Chambers Harihar Chowk For, Rajkot Investment Trust Limited

Rajkot, Gujarat-360001

Renu Manendra Shrikrishna Baburam

Date:02/08/2024 Singh Pandey

Place: Rajkot Director Managing Director

(DIN: 00860777) (DIN: 07035767)

---

Mar 31, 2013

The Directors are pleased to submit 31st Report & audited account of the Company for the year ended: 31st March, 20 13.

PERFORMANCE:

The overall market income for capital segment was not encouraging in the current year. The turnover and profitability of the Company was decreased and the Company has net loss of Rs. (-) 11.34 Lacs in hand.

Current Year Previous Year (Rs. In Lacs) (Rs. In Lacs)

Turnover 14.42 16.67

Nett Profit/Loss before Tax (-) 11.34 - 5.23

Nett Profit/Loss after Tax (-) 11.34 - 5.23

PUBLIC DEPOSITS:

The Company has not accepted any fresh public deposits during the last financial year. In this view, the net position of public deposit as on 31st March, 2012 is NIL

STATUTORY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 the Directors' responsibility Statement is enclosed in Annexure to this report.

DIVIDEND:

Your directors are have not recommend Dividend in view of the loss during the current year

DIRECTORS:

Shri PARAS K. GHIYA and Smt. SWETABEN P. GHIYA retire from the Board and eligible offer themselves for appointment.

CORPOTRATE GOVERNANCE:

The Company is legally advised that the provisions of Corporate Governance are not applicable as the paid up share capital of the Company is less then Rs.3.00 Crores.

AUDITORS:

The members are requested to appoint the statutory auditors.

COMPLIANCE CERTIFICATES:

Compliance Certificate received from practicing Company Secretary is attached.

STATUTORY INFORMATION:

The statutory information relating to the conversion of the Energy, Research and Development, Technology absorption and adoption, Foreign exchange earnings and outgo are not relevant to the company as there are no such activities during the year under consideration.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation for the co-operation of Bankers as well as of the shareholders.

For, RAJKOT INVESTMENT TRUST LIMITED

MR. P.K.GHIYA

MRS. S.P.GHIYA

MR. P.M.DESAI

PLACE : Rajkot MRS. B.K.GHIYA

DATE : 31.08.2013 Directors

---

Mar 31, 2012

The Directors are pleased to submit 30th Report & audited account of the Company for the year ended: 31st March, 2012.

PERFORMANCE:

The overall market income for capital segment was not encouraging in the current year. The turnover and profitability of the Company was decreased and the Company has net loss of Rs. (-) 5.23 Lacs in hand.

Current Year Previous Year (Rs. In Lacs) (Rs. In Lacs)

Turnover 16.47 562.27 Nett Profit/Loss before Tax -5.23 - 11.71

Nett Profit/Loss after Tax - 5.23 -11.71

PUBLIC DEPOSITS:

The Company has not accepted any fresh public deposits during the last financial year. In this view, the net position of public deposit as on 31st March, 2012 is NIL

PERSONNEL:

No employee of the company was in receipt of or entitled to any emoluments in the aggregate of Rs.12,000 or more per months during the year under review.

STATUTORY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 the Directors' responsibility Statement is enclosed in Annexure to this report.

DIVIDEND:

Your directors are have not recommend Dividend in view of the loss during the current year

DIRECTORS:

Shri V. P. PATEL and Smt. B. K. GHIYA retire from the Board and eligible offer themselves for appointment.

CORPOTRATE GOVERNANCE:

The Company is legally advised that the provisions of Corporate Governance are not applicable as the paid up share capital of the Company is less then Rs.3.00 Crores

AUDITORS:

The members are requested to appoint the statutory auditors.

COMPLIANCE CERTIFICATES:

Compliance Certificate received from practicing Company Secretary is attached.

STATUTORY INFORMATION:

The statutory information relating to the conversion of the Energy, Research and Development, Technology absorption and adoption, Foreign exchange earnings and outgo are not relevant to the company as there are no such activities during the year under consideration.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation for the co-operation of Bankers as well as of the shareholders

For, RAJKOT INVESTMENT TRUST LIMITED

MR. P.K.GHIYA

MRS. S.P.GHIYA

MR. P.M.DESAI

MR. V.P. PATEL

MRS. B.K.GHIYA

PLACE : Rajkot

DATE : 31-08-2012 Directors

---

Mar 31, 2011

The Directors are pleased to submit 31st Report & audited account of the Company for the year ended: 31st March, 20 13.

PERFORMANCE:

The overall market income for capital segment was not encouraging in the current year. The turnover and profitability of the Company was decreased and the Company has net loss of Rs. (-) 11.34 Lacs in hand.

Current Year Previous Year (Rs. In Lacs) (Rs. In Lacs)

Turnover 14.42 16.67

Nett Profit/Loss before Tax (-) 11.34 - 5.23

Nett Profit/Loss after Tax (-) 11.34 - 5.23

PUBLIC DEPOSITS:

The Company has not accepted any fresh public deposits during the last financial year. In this view, the net position of public deposit as on 31st March, 2012 is NIL

STATUTORY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 the Directors' responsibility Statement is enclosed in Annexure to this report.

DIVIDEND:

Your directors are have not recommend Dividend in view of the loss during the current year

DIRECTORS:

Shri PARAS K. GHIYA and Smt. SWETABEN P. GHIYA retire from the Board and eligible offer themselves for appointment.

CORPOTRATE GOVERNANCE:

The Company is legally advised that the provisions of Corporate Governance are not applicable as the paid up share capital of the Company is less then Rs.3.00 Crores.

AUDITORS:

The members are requested to appoint the statutory auditors.

COMPLIANCE CERTIFICATES:

Compliance Certificate received from practicing Company Secretary is attached.

STATUTORY INFORMATION:

The statutory information relating to the conversion of the Energy, Research and Development, Technology absorption and adoption, Foreign exchange earning and outgo are not relevant to the company as there are no such activities during the year under consideration.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation for the co-operation of Bankers as well as of the shareholders.

For, RAJKOT INVESTMENT TRUST LIMITED

MR. P.K.GHIYA

MRS. S.P.GHIYA

MR. P.M.DESAI

PLACE : Rajkot MRS. B.K.GHIYA

DATE : 31.08.2013 Directors