డైరెక్టర్ల నివేదిక Rushabh Precision Bearings Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 36^th Directors Report together with Audited
Financial Statements and the Auditor''s Report for the Financial Year March 31, 2025. The Board
extends a warm welcome to all our public shareholders and looks forward to your ongoing trust
and support.

As of the date of this Report, the Company is actively engaged in executing the terms of the
approved Resolution Plan and is fully committed to ensuring timely and effective compliance with
all stipulated obligations. This includes operational realignment, financial restructuring and
restoring stakeholder confidence.

The Board would like to express its sincere appreciation to all stakeholders, including the public
shareholders, lenders, regulatory authorities, employees, and business partners, for their support
and patience during the resolution process. The Company is optimistic about the path ahead and
is committed to rebuilding a financially sustainable and operationally sound organization.

We extend a warm welcome to our shareholders and assure you of our resolve to steer the
Company toward long-term stability, compliance, and growth. Your trust and continued support
are critical as we work through this phase of recovery and transformation.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2025
under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
and has recast the Financial Statements relating to the previous financial year ended March 31,
2025 in order to make them comparable.

Particulars	Year ended	Year ended
	31-3-2025	31-3-2024
Revenue from Operations	-	-
Other income	-	0.98
Total income	-	0.98
Purchase of Stock in trade	-	-
Changes in Stock	-	-
Employees benefits expenses	-	5.70
Finance Cost	-	0.01
Deprecation	-	-
Other expenditure	30.03	36.64
Total Expense	30.03	36.64
Profit / (loss) before exceptional items & provision for tax	-30.03	(35.66)
Less: Exceptional items	-	972.64
Profit / floss) Before Tax	(30.03)	(1008.31)
Less: Tax Expenses	-	-

Net Profit / (loss) after Tax for the year	(30.03)	(1008.31)
Balance carried forward to Balance Sheet	(30.03)	(1008.31)
Earnings per Share	(0.33)	(11.20)

There has been no change in the business of the Company during the financial year ended March
31, 2025.

The Company has transferred loss of Rs. 30.03 lakhs to the Reserves and Surplus account

In view of the accumulated losses and restructuring through capital restructuring and the
constitution of Board of Directors pursuant to approved Resolution Plan, the Company is still in
process of establishing the proper channels for re-commencement of operations of the Business.
Considering the same, the newly constituted Board of Directors does not recommend any
dividend during the year under review.

The Company is confident that the ongoing capacity will enable it to cater to the growing market
demand, enhance its market share, and create sustained value for its stakeholders.

However, Company has adopted the Dividend Distribution Policy of the Company pursuant to
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time, (“Listing Regulations”), which is available on the Company''s
website www.rushabhbearings.com.

During the year under review, there has been no change in the Nature of the Business carried on
by the company.

During the Financial Year and between the end of Financial Year 2024-25 and Date of Report the
following key changes have taken place:

• As part of the implementation of the approved Resolution Plan under the Corporate
Insolvency Resolution Process (CIRP), the Company ratified, cancelled, and extinguished
its entire existing share capital comprising 90,00,100 equity shares of ^10/- each, which
were held by the erstwhile shareholders. Subsequently, on July 3, 2024, the Company
approved the allotment of 90,00,000 fresh ordinary equity shares of ^10/- each, in the
ratio and manner prescribed under the Resolution Plan. Of this fresh issue, 95% is held
by the Resolution Applicant, Real Mazon India Limited, with the balance allotted to the
existing and identified public shareholders on a proportionate basis, in accordance with
the terms of the Plan. The corporate action related to the cancellation and re-issuance of
shares is currently underway. The Company has already initiated the process to obtain a
new ISIN from both NSDL and CDSL and has duly intimated the stock exchanges regarding
the same.

The Company remains actively engaged with all relevant stakeholders and authorities to
ensure timely completion of this process and full compliance with all statutory and
regulatory requirements.

During the period under review, no significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern status and Company''s operations in
future.

During the year under review, there was no change in the Registered office of the company and
the Company continues to hold its registered office at Vijay industrial gala No 214, 2nd floor,
Chincholi Bunder, Link Road, Malad, Mumbai, Malad West, Maharashtra, India, 400064.

The Company has not revised its financial statement or the Report in respect of any of the three
preceding financial years either voluntarily or pursuant to the order of a judicial authority.

During the Financial Year 2024-25, the Company did not record any revenue or other income. The
total expenditure incurred for the period ended 31^st March, 2025 amounted to ^30.03 lakhs.
Consequently, the Company reported a loss of ^30.03 lakhs for the year under review.

Despite the current challenges, the Board of Directors remains optimistic about the long-term
prospects of the Company. The Company in accordance with resolution plan, is still in process of
establishing the proper channels for re-commencement of operations of the Business

a. AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore
only) divided into 1,50,00,000 Equity Shares (One Crore and Fifty Lakhs Only) of Rs. 10/- (Rupees
Ten only) each.

b. PAID UP CAPITAL

The existing Paid-Up Equity Capital of the Company stands reduced pursuant to approved
resolution plan and further by the approval of reconstituted Board of Directors in its meeting held
on 03^rd July, 2024 from 9,00,01,000 divided into 90,00,100 Equity Shares of Rs. 10 each fully paid
up to 9,00,00,000 divided into 90,00,000 Equity Shares of Rs. 10 each fully paid.

i. Disclosure regarding issue of Equity Shares with Differential Rights

The Company has not issued any Equity Shares with Differential Rights during the year under
review.

ii. Disclosure regarding issue of Employee Stock Options

The Company has not provided any Stock Option Scheme to the employees.

iii. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the year under review.

iv. Disclosure regarding Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

v. Bonus Shares

No Bonus Shares were issued during the year under review.

During the period under review, no amount was transferred to IEPF under the provisions of
Section 125 of Companies Act, 2013.

The composition of the Board of Directors is currently not in full compliance with the
requirements prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, particularly in relation to the appointment of
Independent Directors, and the requisite balance between Executive and Non-Executive
Directors.

The Company acknowledges this non-compliance and wishes to inform the members that steps
are actively being taken to reconstitute the Board in accordance with the applicable regulatory
framework. The process for appointing the requisite number of Independent Directors and
ensuring appropriate Board composition is currently underway. The Company remains
committed to achieving full compliance at the earliest possible time.

During the year under review, the following appointments were made to strengthen the
leadership team:

• Mr. Biswajeet Mukherjee (DIN: 10432026) has been appointed as Managing Director

of the Company with effect from 07^th February, 2024 pursuant to approved resolution
plan.

• Mr. Praveen Chandola (DIN: 05123912) appointed as Chief Financial Officer and
Director of the Company with effect from 07^th February, 2024 pursuant to approved
resolution plan.

• Ms. Sanjana Manak Bohara was appointed as the Company Secretary and Compliance
officer of the Company with effect from 10^th March, 2025.

The composition of the Board of Directors and Key Managerial Personnel as at the end of the
financial year is as follows:

DIN	Name of Director/ Key Managerial Personnel	Designation
10471825	Mr. Raj Kumar Sethi	Director
05123912	Mr. Praveen Chandola	Director & CFO
10432026	Mr. Biswajeet Mukherjee	Managing Director
-	Ms. Sanjana Manak Bohara	Company Secretary

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act,2013
(“the Act”).

Mr. Praveen Chandola (DIN: 05123912), Director, liable to retire by rotation, and being eligible,
have offered himself for re-appointment at the AGM. The Notice convening the AGM forming part
of this Annual Report, includes the proposal for re- appointment and the requisite disclosures
under Section 102 of the Act, Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard-2 on
General Meetings issued by the Institute of Company Secretaries of India.

As of the date of this report, the Board does not include any Independent Directors, which is not
in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Company acknowledges this deviation and is actively taking steps to reconstitute the Board
in line with the prescribed regulatory framework. The appointment process for the requisite
number of Independent Directors is currently in progress, and the Company remains committed
to achieving full compliance at the earliest.

The Company has a defined policy on the Familiarization Programme for Directors, aimed at
ensuring continuous awareness and engagement. The Board is regularly apprised of any
amendments, regulatory changes, or emerging market trends, irrespective of the sectoral
relevance. In addition, all strategic and operational communications relevant to the Company are
appropriately shared with the Independent Directors. The Company also maintains updated
disclosures on its website regarding the Familiarization Programmes conducted for its directors,
in line with applicable regulatory requirements.

The Familiarisation Programme for Independent Directors is uploaded on the website of the
Company www.rushabhbearings.com.

The Company has adopted Code of Conduct for the Directors and Senior Management of the
Company to provide clear guidance on principles such as integrity, transparency, business ethics
and to set up standards for compliance of Corporate Governance

A copy of same is available at the website of the Company at www.rushabhbearings.com.

Further, Company has adopted a Code of Conduct for Prohibition of Insider Trading to regulate,
monitor and report trading by insiders for prevention misuse of Unpublished Price Sensitive
Information. A copy of same is available at the website of the Company at
www.rushabhbearings.com.

The Company has in place the system to trace the movement of Unpublished Price Sensitive
Information and regular awareness is created for the Directors, Promoters, Key Managerial
Personnel and designated employees/ persons.

During the financial year ended 31^st March, 2025, a total of eight Board Meetings were held. The
maximum interval between any two consecutive meetings did not exceed 120 days, in compliance
with the statutory requirements.

The composition of the Board and the attendance of its members at these meetings are detailed
below:

Sr. No.	Date of Board Meetings	Number of Directors to whom notice of the board meeting was given	Number of Directors attended the Meeting
1.	03-07-2024	3	3
2.	12-07-2024	3	3
3.	02-09-2024	3	3
4.	29-11-2024	3	3
5.	04-12-2024	3	3
6.	27-12-2024	3	3
7.	13-02-2025	3	3
8.	10-03-2025	3	3

In terms of the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent
Directors is required to be held inter alia to review the performance of Non-Independent
Directors and the Board as a whole, to review the performance of the Chairperson of the
Company, and to assess the quality, quantity and timeliness of flow of information between the
management and the Board.

However, during the year under review, the Company did not have any Independent Directors on
its Board. Accordingly, no separate meeting of Independent Directors was held during the year.

In compliance with applicable statutory requirements, the Board has constituted various
committees to ensure focused oversight and effective governance. The terms of reference of these

committees, outlining their scope, powers, duties, functions, and responsibilities, are approved by
the Board and are periodically reviewed to align with the Company''s evolving business needs and
regulatory framework.

Based on the recommendations, suggestions, and observations made by these Committees, the
Board of Directors takes informed decisions on the matters under their consideration.

As on March 31, 2025, the Company had two Board-level Committees:

A. Audit Committee;

B. Nomination and Remuneration Committee;
a. Audit Committee:

The Board of Directors of our Company has, in pursuance to the provisions of Section 177 of the
Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. The
constitution of the Audit Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Praveen Chandola	Chairman	Director
Mr. Raj Kumar Sethi	Member	Director
Mr. Biswajeet Mukherjee	Member	Managing Director

Our Company Secretary and Compliance officer shall act as the Secretary of the Committee.

The Company had conducted 6 (Six) Meetings of Audit Committee during the year under review
on 03/07/2024, 02/09/2024, 29/11/2024, 04/12/2024, 27/12/2024 and 13/02/2025.

The attendance of the Directors in the Audit Committee Meetings is as follows:

Name of Directors	DIN	Number of Meetings entitled to Attend	Number of Meeting Attended
Mr. Praveen Chandola	05123912	6	6
Mr. Raj Kumar Sethi	10149440	6	6
Mr. Biswajeet Mukherjee	10471825	6	6

b. Nomination and Remuneration Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the
Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. The
constitution of the Nomination and Remuneration Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Praveen Chandola	Chairman	Director
Mr. Raj Kumar Sethi	Member	Director
Mr. Biswajeet Mukherjee	Member	Managing Director

Our Company Secretary and Compliance officer shall act as the Secretary of the Committee.

The Company had conducted 3 (Three) Meetings of Nomination and Remuneration Committee
during the year under review on 12/07/2024, 04/12/2024 and 10/03/2025.

The attendance of the Directors in the Nomination and Remuneration Committee Meetings is as
follows:

Name of Directors	DIN	Number of Meetings entitled to Attend	Number of Meeting Attended
Mr. Praveen Chandola	05123912	3	3
Mr. Raj Kumar Sethi	10149440	3	3
Mr. Biswajeet Mukherjee	10471825	3	3

During the year, the Board accepted all the recommendations provided by the Committees.

However, while the Committees have been duly constituted, the composition and terms of
reference of these Committees are not fully in compliance with the requirements prescribed
under the Companies Act, 2013 and the SEBI Listing Regulations. The Company is actively in the
process of reviewing and reconstituting these Committees to ensure full compliance with the
applicable statutory provisions.

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration
Committee are applicable to the Company and hence the Company has devised policy relating to
appointment of Directors, payment of Managerial remuneration, Directors'' qualifications,
positive attributes, independence of Directors and other related matters as provided under
Section 178(3) of the Companies Act, 2013.

There are no employee(s) in the Company who are in receipt of remuneration exceeding the limits
specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014.

As on 31^st March, 2025, Company doesn''t have any Subsidiary & Joint Venture and Associate
Companies.

Apart from being on the Board and approving strategic and operational decisions, your Directors
have certain responsibilities as well towards you, our fellow Members and hence pursuant to the
requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors
confirm that:

(a) In the preparation of the annual accounts, 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 and loss of the company for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls and that such internal financial
controls are adequate and operating effectively.

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

During the year under review, the Company has transitioned out of the CIRP and is now operating
under the new management as per the approved Resolution Plan. The Company is actively
working towards stabilizing operations, strengthening governance, and rebuilding stakeholder
confidence. The Board remains optimistic about the future prospects of the Company and is
committed to reviving its business in a phased and sustainable manner.

Further, the Company is in the process of implementing adequate internal financial controls over
financial reporting to ensure compliance with applicable statutory requirements and to enhance
operational transparency and efficiency.

Section 134 of the Act enjoins upon the Board a responsibility to make out its report to the
shareholders and attach the said report to financial statements laid before the shareholders at the
annual general meeting, in pursuance of Section 129 of the Act.

The provisions of Section 134, which enumerates the disclosures required to be made in the
Board''s Report, are applicable to the Directors'' Report for the financial year commencing on or
after 1^stApril, 2014.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to
time, the Auditors have not reported any incident of frauds committed in the Company by its
Officers or Employees to the Company during the year under review.

During the year under review, the Company has not provided any loan, guarantee or made
investment under provisions of Section 186 of the Act.

The Company has not invited/accepted any deposit except exempted deposit as prescribed under
the provisions of the Companies Act, 2013 and the rules framed there under, as amended from

time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5)
(v) and (vi) of Companies (Accounts) Rules, 2014.

During the financial year under review, the Company did not obtain any credit rating from any
credit rating agency. Accordingly, the requirement for disclosure under this clause is not
applicable.

The Management has represented to the Reconstituted Board, and the same has been taken on
record, that during the financial year under review, there were no materially significant related
party transactions entered into by the Company with its related parties which could have a
potential conflict with the interest of the Company at large or which required approval of the
shareholders.

As per the provisions of Section 188 of the Companies Act, 2013, read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, disclosure in Form AOC-2 is required only for transactions
which are not at arm''s length basis or for material related party transactions entered into at arm''s
length. Accordingly, disclosure in Form AOC-2 is not applicable for the year under review.

All related party transactions were placed before the Audit Committee for review and approval.
Prior omnibus approval of the Audit Committee was obtained for transactions which are
repetitive in nature or are unforeseen.

The details of related party transactions, as required under the applicable Accounting Standards,
are provided in Note No. 19 of the Audited Financial Statements forming part of this Annual
Report.

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013
relating to Corporate Social Responsibility (CSR) were not applicable to the Company.
Accordingly, the Company was not required to constitute a CSR Committee or adopt a CSR Policy,
and no disclosure under this clause is applicable for the year under review.

1. Conservation of Energy, Technology Absorption

The Company is currently not operational and is not engaged in any manufacturing
activities during the financial year under review. Accordingly, the provisions relating to
disclosure of particulars with respect to Conservation of Energy and Technology
Absorption, as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are
not applicable. Hence, there is no information to report under this section for the year.

2. Foreign Exchange earnings and Outgo

There was no foreign exchange earnings and outgo during the year under the review.

The Company has in place a robust risk management framework to identify, evaluate, and mitigate
various risks across its operations. The framework is designed to safeguard the Company''s assets,
ensure regulatory compliance, and support the achievement of strategic objectives. Key risks are
periodically reviewed by the management, and appropriate mitigation strategies are
implemented to address emerging risks. These include, but are not limited to, risks related to
market volatility, raw material price fluctuations, regulatory changes, operational disruptions,
environmental and sustainability factors, information security threats, and financial liquidity.
Considering the ongoing expansion and diversification initiatives, the Company continues to
strengthen its risk management practices by:

• Enhancing internal controls and operational oversight mechanisms

• Improving supply chain resilience and customer credit monitoring

• Embedding sustainability and ESG-related risks into strategic decision-making

• Leveraging technology for real-time risk assessment and mitigation

• Monitoring geopolitical developments that may affect supply chains, export-import
regulations, energy pricing, and investor sentiment.

The Board of Directors affirms that the Company''s risk management system is adequate and
commensurate with the size and complexity of its operations and provides reasonable assurance
that risks are being effectively monitored and managed.

The Company has constituted Vigil Mechanism to report genuine concerns or grievances and to
provide adequate safeguards against victimization of persons who may use such mechanism and
the oversight of the same is with the Audit Committee of the Company. The Company is committed
to adhering to the highest standards of ethical, moral, and legal conduct of business operations.
The Company has adopted Vigil Mechanism policy, which provides that any Directors, Employees,
Stakeholders who observe any unethical behaviour, actual or suspected, fraud or violation may
report the same to Chairman of the Audit Committee.

During the financial year under review, there were no instances of fraud reported to the Audit
Committee or the Board.

The Board of Directors firmly believes that a robust and transparent policy framework is essential
for sound corporate governance and effective organizational functioning. The Company has
implemented a comprehensive set of policies that serve as the foundation for ethical conduct,
regulatory compliance, risk management, and strategic decision-making. Key policies include:

1. Related Party Transaction Policy- Establishes safeguards and transparency in
transactions involving related parties.

2. Materiality Policies- Ensures timely and accurate disclosure in compliance with SEBI
Listing Regulations.

3. Code of conduct of Board of Directors and Senior Management Personnel- Clarifies
the roles, responsibilities, and obligations of individuals in key leadership positions.

4. Vigil Mechanism Policy / Whistle Blower Policy- Provides a secure and confidential
channel for employees and stakeholders to report concerns or unethical practices.

5. Nomination and Remuneration Policy (with criteria of making payments to Non¬
executive Directors)- Ensures that appointments and compensation structures are
merit-based, fair, and aligned with long-term organizational goals.

6. Policy on material subsidiaries- Governs the monitoring and oversight of material
subsidiaries to ensure aligned governance.

7. Insider Trading Policies- Regulates trading in securities and ensures compliance with
SEBI (Prohibition of Insider Trading) Regulations, 2015.

8. Dividend Distribution Policy- Ensures a balanced approach to rewarding shareholders
while retaining resources for growth.

9. Archival Policy- Defines guidelines for the preservation and retrieval of documents and
disclosures.

A. STATUTORY AUDITORS:

M/s. Rajesh Laxmi & Associates, Chartered Accountants (Firm Registration No. 012203N), were
appointed as the Statutory Auditors of the Company by the shareholders at the 34^th Annual
General Meeting held on 27^th December, 2024, to hold office from the conclusion of that AGM until
the conclusion of the 36^th Annual General Meeting, to be held in the year 2025.

The Statutory Auditor''s Report for the financial year under review does not contain any
qualifications, reservations, or adverse remarks. The observations made by the Auditors, read
together with the relevant notes to the financial statements and accounting policies, are self¬
explanatory and therefore do not require any further comments by the Board.

The Board of Directors of the Company on the recommendation of Audit Committee has approved
the re-appointment of M/s. Rajesh Laxmi & Associates, Chartered Accountants as the Statutory
Auditor of the Company and subject to approval of members in the upcoming Annual General
Meeting of the Company.

B. SECRETARIAL AUDITORS:

The Board, on the recommendation of the Audit Committee had appointed M/s. Parshwa Shah &
Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for
the FY 2024- 2025.

The Report of Secretarial Audit in form MR-3 in accordance with Section 204 of Companies Act,
2013 and Secretarial Compliance Report in accordance with Regulation 24A of SEBI Listing
Regulations, for the FY 2024- 2025 is annexed to the Annual Report as “Annexure-A”.

The Secretarial Audit Report for the financial year 2024-25, issued by Mr. Parshwa Shah of M/s.
Parshwa Shah and Associates, Practicing Company Secretaries, is annexed herewith as “Annexure-
A”. The Report includes certain qualified remarks under the applicable provisions. The Company
has provided its explanations in response to these observations and is optimistic that the matters
will be resolved favourably in due course.

The Company has endeavoured to comply, to the extent possible, with the applicable provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the Secretarial
Standards.

The observations/remarks along with the Company''s explanations are detailed below:

Sr. No.	Sections / Rules	Observations/ Rem arks of th e Practicing Company Secretary	Reply by the Company
1.	Section 29 of Companies Act, 2013 read with Rule 9 of The Companies (Prospectus and Allotment of Securities) Rules, 2014	During the review period, the Company in accordance with the approved Resolution Plan by Hon''ble NCLT, has cancelled entire share capital of the Company. In line with the approved plan, 90,00,000 equity shares of ^10 each were allotted to the Resolution Applicant and identified shareholders. However, the Company has not been able to obtain a new ISIN for the issuance of equity shares, as a result of which the said shares are not yet credited to the shareholders'' demat accounts.	The Company was recently revived and resolved under the Corporate Insolvency Resolution Process (CIRP) in accordance with the approved Resolution Plan. Pursuant to the implementation of the Resolution Plan, fresh equity shares were allotted on April 15, 2024, as part of the capital restructuring process aimed at reviving the operations and financial health of the Company April 14, 2025, was fixed as the Record Date for this purpose. It is pertinent to mention that during the CIRP, the erstwhile Resolution Professional faced significant challenges, including non-cooperation from the suspended management and the Registrar and Share Transfer Agent (RTA), which adversely impacted the smooth retrieval of records and transition of information. In accordance with Section 29 of the Companies Act, 2013, read with Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company is required to ensure that all securities are held in dematerialized form. Accordingly, the Company applied for a new ISIN as advised by the stock exchanges. However, due to procedural overlaps and interdependencies between the stock exchanges and depositories — specifically, the requirement of in-principle

				approval from the stock exchange prior to ISIN activation by the depositories — the Company is presently caught in a regulatory impasse. This situation has resulted in delays beyond the Company''s control, despite its consistent and proactive efforts. As a result, the dematerialization of securities could not be completed within the prescribed timeline, and a technical non¬ compliance with the relevant provisions is likely to occur. The Company remains fully committed to resolving the issue at the earliest and is actively engaging with all concerned regulatory authorities to ensure full compliance with all applicable laws and regulations.
2.	Section 88 Companies 2013	of Act,	Company has not maintained the Register of Members as required under applicable provisions, indicating separately for each class of equity held by members residing in or outside India.	The non-compliance arose due to the Company''s inability to obtain the requisite data from its Registrar and Share Transfer Agent (RTA), which has resulted in the failure to maintain an updated Register of Members. The Company was revived and resolved from the Corporate Insolvency Resolution Process (CIRP) in the recent past and during the CIRP, the erstwhile Resolution Professional also faced non-cooperation while retrieving the information from the suspended management as well as the RTA. The Company is actively addressing this issue and is taking necessary steps to resolve the matter with the RTA to ensure proper maintenance of the Register of Members in accordance with statutory requirements.
3.	Section 138 of the Companies Act, 2013		The Company has failed to appoint Internal Auditor as required	The Company was under the Corporate Insolvency Resolution Process (CIRP), which

			under the provisions for FY 2024¬ 25.	temporarily impacted its operational and compliance activities. As the Company progressively resumes normal operations post-CIRP, the newly constituted Board of Directors reaffirms its commitment to ensuring full compliance with all applicable statutory and regulatory provisions. In particular, the Board assures the members that the Company shall soon comply with the requirements of Section 138 of the Companies Act, 2013, which mandates the appointment of an Internal Auditor to oversee and evaluate the effectiveness of the Company''s internal controls, risk management systems, and governance processes. The Board is actively engaged in identifying a suitably qualified and experienced Internal Auditor and aims to complete the appointment process at the earliest.
4.	Section 149 Companies 2013	of Act,	The Company has not maintained the prescribed composition of its Board of Directors in accordance with the requirements of Section 149 of the Companies Act, 2013. Specifically, the Company has failed to appoint the requisite number of Independent Directors as mandated under Section 149(4), and the proportion of Non-Executive Directors on the Board falls below the minimum threshold of 50%. Furthermore, the Company has not appointed a Woman Director, as required under the applicable provisions.	The Board acknowledges this non-compliance and wishes to inform that it is actively in the process of appointing the required number of Independent Directors to ensure full compliance with the applicable provisions of the Companies Act, 2013. The Company remains committed to strengthening its governance framework and aligning with all statutory requirements in a timely manner.
5.	Section 177 178 Companies 2013	and of Act,	Company has constituted the Audit Committee and Nomination and Remuneration Committee. However, the composition of the committees is not in accordance with the statutory and regulatory requirements.	The Company did not comply with the requirements of Section 177 and Section 178 of the Companies Act, 2013, which mandate the constitution and composition of the Audit Committee, Nomination and

			Remuneration Committee, and other applicable Board Committees in the manner prescribed under the Act. This non-compliance arose due to the insufficient number of Independent Directors on the Board, resulting in the improper constitution of the said Committees. The Board is actively in the process of appointing the requisite number of Independent Directors to ensure full compliance with the relevant provisions of the Companies Act, 2013. The Company remains committed to adhering to the highest standards of corporate governance and is taking necessary steps to regularize the composition of its committees at the earliest.
6.	Regulation 7(3) of SEBI (Listing Obligation and Disclosure Requirement), 2015	The Company have failed to intimate the stock exchange about the certificate for the year ended March, 2025	With reference to the observation under Regulation 7(3) of SEBI (LODR) Regulations, 2015, we submit that pursuant to the approval of the Resolution Plan by the Hon''ble NCLT, the Company has duly allotted new equity shares. However, updation of records with the RTA could not be completed as the then suspended management and existing RTA have not extended the required cooperation despite repeated follow-ups. The Company has already initiated steps with the concerned authorities and is considering appointment of a new RTA, if required, to ensure timely compliance. The delay is purely procedural and has not adversely affected investors. The Company remains committed to completing the updation process at the earliest and ensuring strict compliance going forward.

			Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
7.	Regulation 13 of SEBI (Listing Obligation and Disclosure Requirement), 2015	Intimation of statement under Regulation 13 giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter were not submitted to Stock Exchange for quarter ended 30th June, 2024, 30 th September, 2024, 31st December, 2024 and 31st March, 2025	The Company has failed to comply with the requirements of Regulation 13 of the SEBI (LODR) Regulations, 2015, which mandates the company to intimate the statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter to Stock Exchange for quarter ended 30th June, 2024, 30 th September, 2024, 31st December, 2024 and 31st March, 2025. Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
8.	Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015	The Company has not maintained the prescribed composition of its Board of Directors in accordance with the requirements of Regulation 17 of SEBI (LODR) Regulation, 2015 Specifically, the Company has failed to appoint the requisite number of Independent Directors	The Company did not maintain the prescribed composition of its Board of Directors as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board acknowledges this non-compliance and wishes to

			and the proportion of Non¬ Executive Directors on the Board falls below the minimum threshold of 50%. Furthermore, the company has not appointed a Woman Director, as required under the applicable provisions.	inform that necessary steps are being actively undertaken to reconstitute the Board by appointing the requisite number of Non-Executive Directors and Independent Directors in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company is fully committed to maintaining the highest standards of corporate governance and assures that the reconstitution of the Board will be completed at the earliest possible opportunity to ensure full regulatory compliance. Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
9.	Regulation 18 and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015		Company has constituted the Audit Committee and Nomination and Remuneration Committee. However, the composition of the committees is not in accordance with the statutory and regulatory requirements.	The Company did not maintain the requisite strength of Independent Directors on its Board, as mandated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As a consequence, the composition of the Audit Committee and the Nomination and Remuneration Committee was not in compliance with Regulation 18 and Regulation 19 of the said Regulations, which require that at least two-thirds of the members of the Audit Committee Be Independent Directors. This resulted in non-compliance with the prescribed composition requirements of the

			aforementioned Committees during the relevant period. The Board acknowledges this non-compliance and wishes to inform that it is actively in the process of appointing the requisite number of Directors, including Independent Directors, to ensure compliance with applicable regulatory provisions. The Company remains fully committed to upholding the highest standards of corporate governance and aims to complete the reconstitution of the Board and its Committees at the earliest. Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
10.	Regulation 31 of Listing Obligation and Disclosure Requirement), 2015	The Company have not filed the quarterly shareholding pattern for quarter ended as on 30th June, 2024, 30th September, 2024, 31st December, 2024 and 31st March, 2025	With reference to the observation regarding non-compliance under Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company respectfully submits that the non-filing of the shareholding pattern for the quarters ended 30th June 2024, 30 th September 2024, 31st December 2024, and 31st March 2025 was primarily due to non¬ cooperation on the part of the Registrar and Share Transfer Agent (RTA). Owing to such non¬ cooperation, the requisite shareholding data could not be made available to the Company, resulting in the delay in submission. The Company is in the process of addressing this issue and has already initiated necessary

			measures to ensure availability of the required data from the RTA. The management is committed to strengthening its compliance framework and assures that timely submission of shareholding pattern will be ensured for all future quarters. Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
11.	Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018	Reconciliation of Share Capital Audit for quarter ended on 30th June, 2024, 30th September, 2024, 31st December, 2024 and 31st March, 2025 were not intimated to the stock exchange.	The Company did not comply with the requirements of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, which mandates the submission of the Reconciliation of Share Capital Audit Report on a quarterly basis. The Company failed to submit the said reports for the quarters ended 30th June 2024, 30th September 2024, 31st December 2024, and 31st March 2025. This non-compliance occurred due to the lack of cooperation from the Company''s Registrar and Share Transfer Agent (RTA), resulting in non-availability of the requisite data for submission to the Stock Exchange. The Company is actively addressing the matter and is in the process of ensuring compliance with the said regulation at the earliest possible. Steps are being taken to resolve issues with the RTA and to regularize the submission of the Reconciliation of Share Capital Audit Reports in accordance with regulatory requirements.

			Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
12.	Regulation 3 of SEBI (Prohibition of Insider Trading) Regulations, 2015	There is no supporting data provided by Company to substantiate the said compliance. SDD certificate was not submitted to Stock Exchange for quarter ending on 30th June, 2024, 30th September, 2024, 31st December, 2024 and 31st March, 2025	The Company did not comply with the requirements of Regulation 3 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, which mandates the maintenance of a Structured Digital Database (SDD) and the submission of the SDD compliance certificate to the Stock Exchange on a quarterly basis. The Company did not submit the SDD compliance certificates for the quarters ended 30th June 2024, 30th September 2024, 31st December 2024, and 31st March 2025, as the Structured Digital Database was not maintained during these periods. The Board acknowledges this non-compliance and informs that the Company is currently in the process of reconstituting its Board and implementing the necessary systems for establishing and maintaining the Structured Digital Database, as required under the Regulations. The Company assures that appropriate steps are being taken to ensure full compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, including timely submission of SDD certificates going forward.
13.	Regulation 5, 6, 7, and 8 of SEBI	There is no supporting data provided by Company to	The Company was not in compliance with certain

	(Prohibition of Insider Trading) Regulations, 2015	substantiate the said compliance. of Disclosures of structured digital database and Disclosures of Trading by Insiders.	provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, specifically Regulations 5, 6, 7, and 8. The Company did not submit adequate supporting data to substantiate compliance in relation to the maintenance of the Structured Digital Database (SDD) and disclosures pertaining to trading by insiders. The Board acknowledges the lapse and wishes to inform that the Company is currently in the process of reconstituting its Board and simultaneously initiating the implementation of systems and controls necessary for maintaining the Structured Digital Database as per regulatory requirements. The Company assures that all necessary steps are being undertaken to ensure full compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, at the earliest.
14.	Performance Evaluation	The listed entity has not conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year/during the financial year as prescribed in SEBI Regulations	The Company could not conduct the evaluation during the year due to the absence of Independent Directors on the Board. As the Board is currently not fully constituted in line with regulatory requirements, the evaluation process which relies significantly on the participation of Independent Directors could not be initiated. The Company is actively in process to constitute the board in compliance with the Companies Act, 2013 and SEBI Listing Regulations. Upon appointment of Independent Directors and full constitution of the Board, a formal performance evaluation will be undertaken, covering the Board, individual Directors, and Committees, using appropriate methodologies and in line with

applicable regulations and governance best practices.

Further as per the recent amendment under SEBI Listing Regulations pertaining to Appointment
of Secretarial Auditor, M/s. Parshwa Shah & Associates had given their consent to act as
Secretarial Auditor, accordingly, the Board in the meeting held on May 30, 2025 recommended
their appointment for the term of 05 years from FY 2025-26 to FY 2029-30, which is subject to
approval of the members. The resolution pertaining to the appointment forms part of the Notice
convening the Annual General Meeting.

C. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with company rules,
the Company has failed to appoint Internal Auditors for the Company during the year under
review.

However, the Board hereby assures its members that the company shall soon abide by the
provisions of section 138 of Companies Act, 2013 and appoint an Internal Auditor for the
Company.

The Company, to the extent possible, has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central
Government under Section 118(10) of the Companies Act, 2013. The Company has also devised
proper systems to ensure compliance with the provisions of the Secretarial Standards and it is
confirmed that the Company follows such systems in true letter and spirit.

Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and
Audit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies.
Given the nature of services being rendered by the Company, the requirement of maintaining cost
records under section 148(1) is not applicable.

The Company has adequate internal financial controls in place, commensurate with its size and
the nature of its business. The Internal Financial Controls, with reference to financial statements
as designed and implemented by the Company, are adequate.

During the year under review, no material or serious observation has been received from the
Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

During the CIRP, the RP faced non-cooperation from the Suspended Board of Directors, which
hindered regulatory compliance. The Hon''ble NCLT, Mumbai Bench, by order dated October 20,
2023 (IA No. 1745 of 2023), approved the Resolution Plan of Real Mazon India Limited, pursuant
to which the erstwhile board was replaced and the entire share capital cancelled. In line with the
approved plan, 90,00,000 equity shares of ^10 each were allotted to the Resolution Applicant and
identified shareholders, as approved by the Monitoring Committee on April 15, 2024. Based on

RTA records dated February 13, 2024, and with guidance from BSE and NSE, April 14, 2025 was
fixed as the Record Date for capital restructuring, duly intimated to and recorded by the stock
exchanges.

As advised by the stock exchanges, a new ISIN is required for the proposed allotment to enable
filing of the relisting application with BSE and NSE. Applications have been submitted to NSDL
and CDSL; however, the depositories have sought in-principal approval from the exchanges,
which is unavailable until the relisting application is processed. Consequently, the Company is
unable to proceed further, being caught in a circular requirement between ISIN creation and
relisting approval.

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the Annual Return, for the FY
2024- 2025 is available on the website of the Company at www.rushabhbearings.com.

During the year under review, there is no loan taken from the Directors or their relatives by the
Company.

Management Discussion and Analysis Report for the year under review, has been presented in a
separate section forming part of this Report.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the provisions relating to Corporate Governance
are not applicable to the Company for the financial year ended March 31, 2025.

During the period under review the Company has not made any application, and no proceeding is
pending under the Insolvency and Bankruptcy Code, 2016.

The company has not taken any loan. Thus, the difference between the amount of valuation done
at the time of one-time settlement and the valuation done while taking loan from the bank or
financial institutions does not arise.

Your Company always endeavours and provides conductive work environment that is free from
discrimination and harassment including sexual harassment. Your Company has zero tolerance

towards sexual harassment at workplace and has adopted a policy for prevention of Sexual
Harassment of Women at workplace. To facilitate the reporting of grievances, a physical complaint
box has also been installed at all the Company''s premises. The Company has set up an Internal
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 to address complaints of sexual harassment at the workplace and to ensure
a safe, secure, and respectful working environment for all employees.

During the Financial Year 2024-25, the Company has not received any complaint of sexual
harassment.

The requirement under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, relating to CEO/CFO certification on financial statements and
internal controls, is not applicable to the Company for the financial year ended March 31, 2025.

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India
Limited (Symbol: RUSHABEAR) and BSE Limited (Scrip Code: 531371), where its securities are
listed.

Your Board acknowledges and appreciates the relentless efforts of the employees, workmen and
staff including the management team at all levels in ensuring sustained growth of the Company.
Your Board wishes to place on record its deep appreciation to Directors of the Company for their
immense contribution by way of strategic guidance, sharing of knowledge, experience and
wisdom, which help the Company to take right decisions in achieving its business goals. Your
Board is indebted for the unstinted support and trust reposed by the Members and also remains
thankful for their ongoing support and guidance.

Your directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business
associates, government, other statutory bodies and look forward to their continued assistance,
co-operation and support.

Regd. Office: Vijay Industrial Gala No For and on Behalf of

214, 2^nd Floor, Chincholi Bunder, Link Rushabh Precision Bearings Limited

Road, Malad, Mumbai, Malad West,

Maharashtra, India, 400064

CIN: L99999MH1989PTC053093 Sd/- Sd/-

Ph :9818148490 Mr. Praveen Chandola Mr. Biswajeet Mukherjee

Email:- [email protected] Director & CFO Managing Director

(DIN: 05123912) (DIN:10432026)

Date: 01^st September, 2025
Place: Mumbai

---

Mar 31, 1998

The Directors have pleasure in presenting the NINTH ANNUAL REPORT together with the Audited Statement of Accounts for the year ended 31st March, 1998.

FINANCIAL RESULTS : Year Ended Year Ended 31st March, 1998 31st March, 1997

Sales 22,78,54,867 21,55,44,688 Other Income 15,07,988 14,60,348

Total Income 22,93,62,855 21,70,05,036

Total Expenditure 22,91,37,291 21,25,17,077

Profit before providing Depreciation and interest 83,69,977 2,84,49,431

Depreciation 38,43,146 36,07,966

Interest 45,26,831 2,48,41,465

Profit before Taxation 2,25,564 44,87,959

Provision for Tax -- 10,00,000

Profit after Tax 2,25,564 34,87,959

Balance brought forward from last year 2,22,39,988 1,87,52,029

Amount available for Appropriation 2,24,65,552 2,22,39,988

OPERATIONS :

The year under report witnessed unsatisfactory for Indian Industry as a whole. The crisis in South East Asia has also affected Indian economy which resulted into overall decline in rate of growth of Industrial Production to 4.2% compared to 7.1% in last year. Consequently, there was adverse effect on automobile industry. The company's 80% of the production is absorbed on consumption by the Automobile Industry. The year under review was not particularly favourable to the company due to overall recession being witnessed by the automobile industry as a whole. The company had to reduced its prices in view of ongoing recession and depressed market conditions, which started around January, 1996. There was expectation and hope for improvement of demand in Auto industry, however the same was not fulfilled. In fact production of heavy and medium commercial vehicles dropped by 38% and Light Commercial vehicles by 24%. The car industry registered negative growth of 2% and two wheeler industry had small growth of 3%. Hence bearing industry as a while suffered severe set back, first on reduced prices and next on volume. Under the adverse circumstances, the company has managed to have turnover of Rs.22.78 lakhs compared to previous year turnover of Rs.21.55. Lakhs.

The company has envisaged a capital expenditure project of Rs. 140.00 crore for which land has been acquired at Ahmedabad to put up additional capacity to manufacture Ball and Taper Roller,

The company is taking steps to boost its market share by approaching OEM (Original Equipment Manufacturers) and also Railways, Defence Department for this bulk requirement.

DIVIDEND :-

In view of negligible profit, the Directors do not recommend any dividend for the year under Report.

DIRECTORS :-

During the year under report Mr. Sanjiv M. Gupta and Mrs. Sunayana R. Vora have resigned as Directors of the Company. The Board expresses its appreciation for valuable guidance and co-operation received by the Company from them, time to time during their tenure as Directors. Mr. Dhirajlal H. Vora and Mr. Pravin B. Kamdar, Directors of the company retire by rotation and, being eligible, offer themselves for reappointment.

FINANCE :-

The Company has approached Financial Institutions and OBC and Non Resident Indian for the placement of 60,00,000 Equity Shares of the Company on Private Placement Basis for which the necessary approval of the members was already obtained in the 8th Annual General Meeting of the Company.

The purpose of raising the resources through the above source is to finance the working capital, requirements and also to finance the capital expenditure programme of the company.

In view of depressed market condition in Ball bearing Industry the company has also approached their Bankers/Financial Institutions for reschedulement in repayment of financial facilities granted by them.

The NCD on private placement are due for Redemption on 30th November, 1998. The same has been decided to be extended for a further period of 18 months as per the terms of the issue.

In view of applications made to Banks and Financial Institutions for waiver of Interest, no interest has been provided in the accounts.

With reference to item No.11 under Notes forming part of Accounts, the company has not given effects in Revised Account of relevant year, since the matter is pending with Income Tax Authorities.

AUDITORS :-

M/s. S. M. Bhat & Co., Chartered Accounts, Mumbai retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration. The present auditors has furnished a certificate regarding their eligibility for re appointment as Company's Auditors pursuant to Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES :

The information in accordance with the provisions under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable as no employee of the Company, during the year under report, was drawing salary as mentioned in the said provision.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information as required u/s 217(1)(e) of the Companies Act 1956 as may be applicable, is annexed hereto.

INDUSTRIAL RELATIONS :

Industrial relations at the plant of the Company at Surendranagar remain cordial. Directors wish to convey their appreciation for the contribution made by the employees at all level.

---

Mar 31, 1996

Your Directors have pleasure in presenting the SEVENTH ANNUAL REPORT together with the Audited Statement of Accounts for the year ended 31st March, 1996.

FINANCIAL RESULTS:

Year ended Year ended March 31, 1996 March 31, 1995 Rupees in lakhs Rupees in lakhs

Income from Operations 1511.93 640.84 Other Income 18.27 62.57

Total Income 1530.20 703.41 Expenditure 954.85 520.20

Profit before interest and depreciation 575.35 178.21 Depreciation 46.68 36.36 Interest 180.05 52.73

Profit before Taxation 348.62 89.12 Provision for taxation 123.22 25.21 Profit after Taxation 225.40 63.91 Balance brought forward from last year 48.77 14.86

Amount available for appropriation 274.17 78.77

APPROPRIATIONS:

Tax Adjustments for prior year 10.00 Proposed dividend 70.65 30.00 Transfer to General Reserve 6.00 Surplus retained in Profit & Loss Account 187.52 48.77

OPERATIONS

Your Directors are happy to report the excellent working of the Company for the year under review. The total income during the year was Rs.1530.20 lakhs as against Rs.703.41 lakhs in the previous year registering an increase of 117.5%. The net profit is Rs.225.79 lakhs as against Rs.63.94 lakhs in the previous year thereby recording an increase of 253.29%.

DIVIDEND

Your Directors are pleased to recommend dividend @ 12% on Equity Shares subject to deduction of tax for the year ended 31st March, 1996. Out of the total share capital of Rs.900.01 lakhs, Rs. 400.01 share capital (40,00,100 Equity Shares of Rs.10/- each) were allotted on 10th January, 1996 and dividend on the said shares will be payable on pro rata basis as per terms of the issue.

DIRECTORS

Shri Pravin B. Chedda, Shri Bharat M. Shah and Shri Kamal Bhansali were appointed as Additional Directors of the Company by the Board as per the provisions of Section 260 of the Companies Act, 1956, to hold office till the ensuing Annual General Meeting of the Company. The Company has received notices from the members under Section 257 of the Companies Act, 1956 proposing their candidature for the office of Director of the Company.

Shri. Dhirajlal H. Vora, Shri. Rajesh D. Vora and Smt. Sunayana R. Vora Directors of the Company retire by rotation and, being eligible, offer themselves for re-appointment.

FINANCE

The proceeds of the Equity Issue of Rs.400 lakhs issued during the year are being utilised for which they are raised.

FIXED DEPOSIT

Your Company has not accepted any deposit from the public during the year.

AUDITORS

M/s. P.D.Sangani & Company, Chartered Accountants, Bombay retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is 'nil' as no employee of the Company, during the year under report, was drawing salary of more than Rs.25,000/- p.m.

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

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure forming part of this report.

INFORMATION UNDER CLAUSE 43 OF LISTING AGREEMENT

Information pursuant to Clause 43 of the Listing Agreement with Stock Exchanges showing comparison of the projections made in the Prospectus in respect of the Company's Public Issue of Equity Shares made in November 1995 with actual performance is given in Annexure forming part of this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation of the devoted services of the employees at all levels throughout the year. Last but not the least your Directors also wish to place on record their appreciation of the assistance and continued co-operation extended by the Banks, Government Authorities, Suppliers, Consultants etc.

ANNEXURE TO THE DIRECTOR'S REPORT

Information as per Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 and forming part of the Director's Report for the year ended March 31, 1996.

1. CONSERVATION OF ENERGY

Company has employed following conservation measures during the year.

a) Rational use of compressed air which has resulted into substantial savings in energy.

b) Improvement in efficiency of heat exchange due to prevention in scale disposition resulted in energy saving.

c) The company has purchased a generator of 120 KVA resulting substantial savings in electricity consumption.

The measures taken above has resulted in less consumption of power and energy and company is thankful to the workers and staff who has made it possible to achieve it.

Additional investments and proposals are proposed to be implemented for the reduction of consumption of energy in the forthcoming year. Company is constantly reviewing and improving upon energy conservation measures.

Total energy consumption and energy consumption per unit of production as prescribed in Form A is not applicable for the company as it is not covered under the list of specified industry.

2. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATIONS

The company attaches significant importance to the quality of the products manufactured. It should be noted that the technology development and assimilation is an ongoing process. It is essential that due to customers ever increasing demand and continuously changing world standards, there is a need for a continuous access to new developments and innovations which the company is for the moment looking forward.

3. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The information on foreign exchange earnings and outgoings is contained in Notes to Accounts in Item No:8 (V & VI) of the Annual Report.

4. INFORMATION UNDER LISTING AGREEMENTS WITH STOCK EXCHANGES.

The Company has raised Rs. 400.01 lakhs by way of public issue of 40,00,100 Equity Shares of Rs. 10 each as per prospectus dated 6th October 1995. The funds so raised are being utilised towards the objects of the Issue as mentioned in prospectus.

The comparison of Projection made in Prospectus dated 6th October, 1995 with actuals is given below:

(Rs. in Lacs) Projected Actuals Net Sales & Other income 808.26 1530.20 Net Profit before Tax 125.86 348.62 Net Profit after Tax 105.33 225.40 Dividend (%) 10% 12%