Directors Report of Rajoo Engineers Ltd.

Mar 31, 2025

The Board of Directors (the "Board") of your Company are pleased to present the 38th Annual Report along with
the audited financial statements of your Company for the financial year ended on March 31,2025.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance highlights are depicted below:

Sr. No.	Particulars	CONSOLIDATED		STANDALONE
		Year ended 2024-25	Year ended 2023-24	Year ended 2024-25	Year ended 2024-25
1	Revenue from Operations	25,365.51	19,735.02	25,365.51	19,735.02
2	Other Income	538.14	393.61	538.14	393.61
3	Total Revenue	25,903.64	20,128.63	25,903.64	20,128.63
4	Cost of Material Consumed	16,756.26	15,292.91	16,756.26	15,292.91
5	Purchase of Stock in trade	-	-	-	-
6	Change in inventories of Finished goods/ Work in Progress/ stock-in-trade	(2,702.16)	(3,550.36)	(2,702.16)	(3,550.36)
7	Employee Benefits Expense	2,362.95	2,013.21	2,362.95	2,013.21
8	Finance Cost	93.00	66.46	93.00	66.46
9	Depreciation & Amortization Exp.	412.55	353.49	412.55	353.49
10	Other Expenses	4,289.91	3,311.09	4,289.91	3,311.09
11	Total Expenses	21,212.51	17,486.81	21,212.51	17,486.81
12	Profit/ (Loss) Before Tax	4,691.14	2,641.83	4,691.14	2,641.83
13	Current Tax	1,146.88	676.33	1,146.88	676.33
14	Deferred Tax	14.52	(5.13)	14.52	(5.13)
15	Profit/ (Loss) After Tax	3,529.73	1,970.63	3,529.73	1,970.63
16	Share of Profit/ (Loss) of Joint Venture	281.91	130.20	-	-
17	Profit/ (Loss) for the Period	3,811.64	2,100.83	3,529.73	1,970.63
18	Other Comprehensive Income	(2.90)	(6.73)	(5.65)	(6.27)
19	Total Comprehensive Income	3,808.73	2,094.10	3,524.08	1,964.36
20	Paid-up equity share capital	1,639.96	615.05	1,639.96	615.05
21	Reserves excluding Revaluation Reserve as per balance sheet of previous accounting year	14,681.22	12,051.47	13,668.23	11,322.83
22	Earnings per share (Re. 1/- each)
	Basic	2.32	1.28	2.15	1.20
	Diluted	2.32	1.28	2.15	1.20

The Company built on the thrust of the previous year and performed exceptionally well in terms of both
revenue & profitability. Strong demand for its standing products and solutions and a robust carried forward
order book, enabled the Company to end the year on a high note. Moreover, the Company continued
investment for future growth with focus on expansion of manufacturing capacity, research & development,
sales & distribution network, digitalisation, talent development and capability building. The Company''s
focus to enhance quality of its order book, profitability, efficient utilisation of capital and building on its
international presence resulted in better performance.

The revenue from operations for the year has been increased to Rs. 253.65 Crore as compared to Rs. 197.35
Crore reported in the previous year. Consequently, increase in expenditure was also reported to Rs. 212.12
Crore as compared to Rs. 174.87 Crore in the previous year. Further, the company has earned net profit
(standalone) of Rs. 35.29 Crore in the current year as compared to Rs. 19.70 Crore in the previous year.
Whereas during the year under review, Company''s net profit (consolidated) increased to Rs. 38.11 Crore
including share of profit of Rs. 2.81 Crore in joint venture as compared to Rs. 21.00 Crore including share of
profit of Rs. 1.30 Crore of the previous year.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to reserves. For complete
details on movement in ''Reserves and Surplus'' during the financial year ended March 31,2025, please refer
to the ''Statement of Changes in Equity'' included in the standalone and consolidated financial statements
of this Annual Report.

DIVIDEND

During this year under report, your Company reserved its rank in top 1,000 Listed Companies on the basis of
market capitalisation. Consequently, as per Regulation 43A of the SEBI Listing Regulations, the Board
formulated a Dividend Distribution Policy which is available on Company''s Website:
https://www.rajoo.com/pdf/Codes_and_Policies/.

In accordance with the policy, the Board of Directors have recommended a final dividend of 15% i.e. Rs.
0.15 per equity share of face value of Re. 1 each, amounting to Rs. 2.45 Crore for the financial year ended
March 31, 2025 for approval of members at the ensuing 38th Annual General Meeting ("AGM" or "38th
AGM") of your Company.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands of the shareholders. The Company will,
accordingly, make the payment of the dividend after deduction of tax at source.

SHARE CAPITAL

V AUTHORISED SHARE CAPITAL:

During the year under scrutiny and till date, the authorised share capital of the Company was increased
thrice. Pursuant to the recommendation of the Board of Directors at its Meeting held on June 28, 2024 and
approval of shareholders by way of Postal Ballot on July 28, 2024, the authorised share capital was increased
from Rs. 7.70 Crore to Rs. 15 Crore. Then-after, the authorised share capital was increased from Rs. 15 Crore
to Rs. 18 Crore pursuant to the proposal by the Board at its Meeting held on October 14, 2024 and approved

by shareholders by way of Postal Ballot on November 14, 2024. Further, on recommendation of the Board at
its meeting held on March 04, 2025 and approval of shareholders by way of Postal Ballot on April 05, 2025,
the authorised share capital was increased from Rs. 18 Crore to Rs. 20 Crore. Consequent to aforesaid
changes in authorised share capital, the capital clause of the memorandum of association of the
Company was also altered.

V PAID-UP CAPITAL:

The Company had increased its paid-up capital by way of issue of bonus shares twice during the year, brief
details of which are depicted hereunder:

1) Pursuant to the recommendation of the Board of Directors at its Meeting held on June 28, 2024 and
approval of shareholders by way of Postal Ballot vide resolution dated July 28, 2024, your Company has
on August 09, 2024 allotted 6,15,04,574 Equity Bonus Shares of face value of Re. 1 each in the proportion
of 1:1 i.e. 1 Equity Bonus Share of Re. 1 each for every 1 existing Equity Share of face value of Re. 1 each
held by the shareholders of the Company as on record date i.e. August 08, 2024.

2) Pursuant to the recommendation of the Board of Directors at its Meeting held on October 14, 2024 and
approval of shareholders by way of Postal Ballot vide resolution dated November 14, 2024, your
Company has on December 03, 2024 allotted 4,09,87,245 Equity Bonus Shares of face value of Re. 1
each in the proportion of 1:3 i.e. 3 Equity Bonus Shares of Re. 1 each for every 1 existing Equity Share of
face value of Re. 1 each held by the shareholders of the Company as on record date i.e. December 02,
2024.

Consequent to above, the paid-up capital as on March 31,2025 amounts to Rs. 16,39,96,393/- (Rupees
Sixteen Crores Thirty Nine Lakh Ninety Six Thousand Three Hundred and Ninety Three).

V QUALIFIED INSTITUTIONAL PLACEMENT

Pursuant to the recommendation of the Board of Directors at its Meeting held on March 04, 2025 and
approval of shareholders by way of Postal Ballot vide Special Resolution dated April 05, 2025, your Company
by way of Qualified Institutional Placement ("QIP") raised an amount of Rs. 160 Crores by issuing and allotting
1,46,78,900 Equity Shares of face value of Re. 1 each fully paid up at an issue price of Rs. 109 per Equity
Share (including premium of Rs. 108 per Equity Share) to eligible Qualified Institutional Buyers. The QIP was
made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
amended, and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made
thereunder. Funds received pursuant to QIP have been utilised towards the objects stated in the Placement
Document. Consequent to QIP the issued and paid - up equity share capital of the Company stands at Rs.
17,86,75,293.

LISTING AT STOCK EXCHANGES

The Equity Shares of your Company continue to remain listed at BSE Limited (''BSE''). Additionally, your
Company applied for listing of its equity shares on National Stock Exchange of India Limited (NSE) under
Direct Listing. The application was approved by NSE on May 27, 2025. Consequently, trading of equity shares
commenced with effect from May 29, 2025 under the NSE symbol "RAJOOENG". Listing of equity shares on
NSE provides an additional platform to the investing community and other stakeholders at large, to access
all disclosures/announcements made by your Company from time to time.

The Company confirms that the annual listing fees to stock exchanges have been paid timely.

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public, falling within the ambit of Section 73 of the
Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.
SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 Joint Venture agreement with Bausano Holdings SRL, Italy under the name of
Rajoo Bausano Extrusion Private Limited (RBEPL) to manufacture and market pipe and profile extrusion
machinery lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and
SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo''s best in class infrastructure and Bausano''s
sublime pioneering technology, availability of indigenous raw material and access to the latest technology.
Through this unique Joint Venture, customers are offered world class technological products at affordable
price levels.

The Consolidated Financial Statements of the Company along with its Associates (Rajoo Bausano Extrusion
Private Limited) prepared for the year 2024-25 forms part of this Annual Report.

The statement containing the salient feature of the financial statement of a company''s subsidiary or
subsidiaries, associate company or companies and joint venture or ventures, as required under the first
proviso to sub-section (3) of section 129, is prescribed in Note 32 of Notes to Accounts of Audited
Consolidated Financial Statements.

The Company does not have any subsidiary as on reporting date. During the year under review, no
company became or ceased to be Company''s subsidiaries, joint ventures or associate companies.

Performance overview of Rajoo Bausano Extrusion Private Limited :

For the financial year ended March 31, 2025, REBPL delivered a strong financial performance, marked by
significant growth in revenue and profitability.

The Company''s Revenue from Operations increased to Rs. 5,367.75 Lakhs as compared to Rs. 3,448.46
Lakhs in the previous year, showing a rise of around 55.67%. Simultaneously, Total Expenditure for the year
stood at Rs. 4,644.06 lakhs, representing an increase of 47.7% over the previous year''s expenditure of Rs.
3,144.23 lakhs. Net Profit increased by 116.5%, rising to Rs. 575.32 lakhs from Rs. 265.72 lakhs in the previous
year.

In terms of contribution, RBEPL contributed approximately Rs. 281 lakhs to the consolidated financials of the
Company during the financial year 2024-25. The growth in profit contribution is attributable to strong
demand in the extrusion machinery segment, improved operational efficiency, and effective execution of
orders during the year. The Company continues to demonstrate a positive growth trajectory, reinforcing
confidence in its long-term business prospects and its ability to deliver value to stakeholders.

Retire by Rotation

As required under the provisions of the Act, Mr. Rajesh Nanalal Doshi, Chairman and Director, and Mr. Sunil
Jain, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers him-self for
re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Brief profile of Mr. Rajesh Nanalal Doshi and Mr. Sunil Jain, is annexed to the notice convening Annual
General Meeting. As of March 31, 2025, your Company''s Board had eight members comprising of four
Executive Non - Independent Directors and four Non - Executive Independent Directors. The Board has a
Woman Director. Further, the details of the directors of the Company have been provided in the Corporate
Governance Report annexed to Annual Report.

Independent Directors

Mr. Kirit R. Vachhani, Independent Director, resigned from the Board due to expiry of his second consecutive
term. The board took note of the same with effect from September 19, 2024 and appreciates the
contribution made by Mr. Vachhani during his tenure with the Company.

In place of Mr. Vachhani, Mr. Sureshchandra G. Vaja was appointed as Additional Independent Director by
the Board on the recommendation of the Nomination and Remuneration Committee with effect from
October 1, 2024. The Members of the Company vide special resolution passed through postal ballot on
November 24, 2024 have approved the appointment of Mr. Vaja as Independent Director for a term of five
consecutive years commencing from October 1, 2024 to September 30, 2029. He shall not be liable to
retire by rotation.

CA Jinal H. Rupani was appointed as Additional Independent Director by the Board on the
recommendation of the Nomination and Remuneration Committee with effect from April 01, 2025. The
Members of the Company vide special resolution passed through postal ballot on June 01, 2025 have
approved the appointment of Ms. Rupani as Independent Director for a term of five consecutive years
commencing from April 01,2025 to March 31,2030. She shall not be liable to retire by rotation.

Mr. Pratik R. Kothari, who was appointed as the Independent Director by the Board with effect from February
02, 2023 relinquished his position as Non - Executive Independent Director and was appointed as Non -
Executive Non - Independent Director by the Board on the recommendation of the Nomination and
Remuneration Committee with effect from April 24, 2025. The Members of the Company vide special
resolution passed through postal ballot on June 01, 2025 have approved the change in designation of Mr.
Kothari from Non - Executive Independent Director to Non - Executive Non - Independent Director. He shall
now be liable to retire by rotation.

Mr. Hasmukhlal A. Manavadaria was appointed as Additional Independent Director by the Board on the
recommendation of the Nomination and Remuneration Committee with effect from June 17, 2025.
Currently, Postal Ballot is under process for obtaining approval of members for passing of special resolution
for regularisation and appointment of Mr. Manavadaria, as a Non - Executive Independent Director.

Declaration by Independent Directors

The Company has received necessary declarations from each of the Independent Directors of the
Company under Section 149 (7) of the Act and Regulation 25 of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), confirming
that they meet with the criteria of independence as laid down in Section 149 (6) of the Act, along with Rules
framed thereunder and Regulation 16 (1) (b) of the SEBI Listing Regulations. The declarations also confirm
compliance with Rule 6 (3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Further, in terms of Regulation 25 (8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstances or situations which exist or may be reasonably
anticipated that could impair or impact their ability to discharge their duties.

Based on the declarations received from all the Independent Directors, the Board has confirmed that they
meet the criteria of independence as mentioned under Section 149 (6) of the Act and Regulation 16 (1) (b)
of SEBI Listing Regulations and that they are independent of the management.

Meeting of Independent Directors

As stipulated by the Code for Independent Directors under the Companies Act, 2013 and the SEBI Listing
Regulations, a separate meeting of Independent Directors of the Company without the presence of
Executive Directors, Non - Executive Directors and Management Representatives was held during the FY
2024-2025 to review the performance of Non - Independent Directors (including the Chairman) and the
Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of
information between the Management and the Board and it''s Committees which is necessary to effectively
and reasonably perform and discharge their duties.

Familiarisation Programme for Independent Directors

The Board members are provided with necessary details, documents, reports and internal policies to enable
them to familiarize themselves with the Company''s procedures and practices. The Company has a
familiarisation programme for Independent Directors with regard to their roles, rights and responsibilities in
the Company and provides details regarding the nature of industry in which Company operates the
business models of the Company etc. which aims to provide insight to the Independent Directors to
understand the business of the Company.

The details of the program for familiarization of the Independent Directors of the Company are available on
the Company''s website www.rajoo.com

Directors and Office Insurance

The company has purchased directors'' and officers'' liability insurance for each of its directors, including
independent directors and company officers, in accordance with Regulation 25 (10) of SEBI Listing
Regulation. The Board believes that the risk covered in the insurance is sufficient.

Key Managerial Personnel and Senior Management

Pursuant to the provisions of Section 203 of the Act, changes in Key Managerial Personnel of the Company
are briefed hereunder.

Mr. Rohit Sojitra, Company Secretary and Compliance Officer resigned from the Company with effect from
January 30, 2025 due to personal reasons. In place of Mr. Sojitra, Mr. Nikhil Gajjar was appointed as the
Company Secretary and Compliance Officer with effect from April 29, 2025.

Mr. Prakash Daga, Chief Financial Officer resigned from the Company with effect from March 21,2025 due

to personal and family priorities as well as professional growth prospects. In place of Mr. Daga, Mr. Chintan
Malkan was appointed as Chief Financial Officer with effect from June 17, 2025.

Mr. Jinesh Shah was appointed as the Chief Sales Officer and Senior Management Personnel of the
Company with effect from July 12, 2025.

Composition of the Board of Directors as on March 31,2025:

1. Mr. Rajesh N. Doshi Chairman & Executive Director

2. Ms. Khushboo C. Doshi Managing Director

3. Mr. Utsav K. Doshi Joint Managing Director

4. Mr. Sunil B. Jain Executive Director

5. Mr. Laxman R. Ajagiya Independent Director

6. Mr. Pratik R. Kothari Independent Director

7. Dr. Shital B. Badshah Independent Director

8. Mr. Sureshchandra G. Vaja Independent Director

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statement in terms of Section 134 (3) (c) of the Act:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2025, 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 as at March 31,2025 and of the profit of the Company for the year ended on
that date;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

vi. that 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.

NUMBER OF MEETINGS OF THE BOARD

15 (Fifteen) Meetings of the Board were held during the year under review. For details of meetings of the
Board, please refer to the Corporate Governance Report, which is a part of this report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013, SEBI Listing Regulations and Governance
Guidelines, the Board has carried out an annual evaluation of its own performance, performance of the

Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time
schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from
all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members. The criteria for performance evaluation of the Board included aspects such as
Board composition and structure, effectiveness of Board processes, contribution in the long term strategic
planning, etc. The criteria for performance evaluation of the Committees included aspects such as
structure and composition of Committees, effectiveness of Committee meetings, etc. The above criteria for
evaluation were based on the Guidance Note issued by Securities and Exchange Board of India.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section
178 (3) of the Companies Act, 2013 is made available on the Company''s website www.rajoo.com

BOARD COMMITTEES

The Company is in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing
Regulations with regard to constitution of the Board Committees.

Composition, terms of reference and duties and responsibilities of each of the Board Committee is based
on the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Board Committees play a
crucial role in the governance structure of the Company, and they deal with specific areas of concern for
the Company that need a closer review. The Committees operate under the direct supervision of the Board,
and Chairpersons of the respective committees report to the Board about the deliberations and decisions
taken by the Committees. The recommendations of the Committees are submitted to the Board for
approval. Minutes of proceedings of the Committee meetings are circulated to the respective Committee
members of the Board and placed before Board meeting for noting.

The Board has constituted following Committees to take informed decisions in the best interests of the
Company in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

Number of meetings held during the year under review and other related details are set out in the Corporate
Governance Report.

All the recommendations of the Committees have been accepted by the Board during the year under
review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year ended March 31,2025, the Corporate Social Responsibility ("CSR") Committee was
duly constituted. Further, as on March 31,2025, the CSR Committee comprised of Ms. Khushboo C. Doshi,
Managing Director as Chairperson, Mr. Rajesh N. Doshi and Dr. Shital B. Badshah as the members of the
Committee.

Detailed terms of reference of the CSR Committee are provided in the Corporate Governance Report,
which forms an integral part of this Report. Your Company has also formulated a CSR Policy, which is
available on the website of your Company at www.rajoo.com .

Further, Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended ("CSR Rules") is annexed as Annexure - I and forms an integral part of this
Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year ended March 31, 2025, as stipulated
under Regulation 34 (2) (e) read with Schedule V of the SEBI Listing Regulations, part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, the Corporate Governance
Report and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are
annexed and made part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As a manufacturing enterprise, your Company strives to produce high-quality, safe, and sustainable
products that are accessible, affordable, and environmentally responsible. The Company is dedicated to
minimizing its environmental footprint by optimizing the use of natural resources, adopting energy-efficient
technologies, to ensure resource availability for future generations.

Your Company actively supports the well-being of surrounding communities by fostering inclusive
development, enabling a just transition to regenerative and low-carbon manufacturing practices, and
cultivating a resilient value chain. Additionally, the Company continues to strengthen its internal culture by
empowering employees to make sustainable and ethical business decisions that contribute to a positive
and responsible corporate environment.

Pursuant to Regulation 34 of the SEBI Listing Regulations read with SEBI''s Master Circular dated November 11,
2024 and the applicable SEBI Circulars, your Company has reported its Environmental, Social, and
Governance (ESG) performance through the Business Responsibility and Sustainability Report (BRSR). The
BRSR outlines disclosures based on the nine principles of the National Guidelines on Responsible Business
Conduct (NGRBCs), reflecting the Company''s commitment to transparency, accountability, and
sustainable industrial growth. The Business Responsibility and Sustainability Report (BRSR) is enclosed herewith
and forms an integral part of this Annual Report.

RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy and in the opinion of the
Board, during the financial year ended March 31,2025, there were no elements of risk identified which may
threaten the existence of your Company.

During the financial year ended March 31, 2025, the Risk Management Committee was constituted,
complete details of which are presented in Corporate Governance Report

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The details in respect of internal financial control and their adequacy are included in the Management
Discussion and Analysis, which is a part of this report.

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

At Rajoo Engineers Limited, all employees are of equal value. There is no discrimination between individuals
at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin,
sexual orientation or age.

At Rajoo Engineers Limited, every individual is expected to treat his/her colleagues with respect and dignity.
This is enshrined in values and in the Code of Ethics & Conduct of Rajoo Engineers Limited. The Direct Touch
(Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical
business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in
the system. The Policy also includes misconduct with respect to discrimination or sexual harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition, and Redressal of Sexual Harassment at workplace as per the requirement of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and
Rules made thereunder.

The Company has also constituted an Internal Complaints Committee (ICC) to redress complaints received
regarding sexual harassment with the objective of providing a safe working environment; all employees
(permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints
Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year :

• No. of complaints received : Nil

• No. of complaints pending : Nil

• No. of complaints disposed-off : Nil

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Draft Annual Return for the financial year
2024-25 is uploaded on the website of the Company and the same is available on www.rajoo.com

The Company has a definite process of identification of related parties and transactions with related parties, its
approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee
and the Board is hosted on the Company''s website at https://www. rajoo.com/investorszone. html#sec9.

As required under Regulation 23 of the SEBI Listing Regulations, the Audit Committee has defined the
material adaptation and the same has been included in the said Policy. The policy intends to ensure that
proper reporting; approval and disclosure processes are in place for all transactions between the Company
and Related Parties.

During the financial year 2024-25, all contracts, arrangements and transactions entered by the Company
with related parties during FY 2024-25 (including any material modification thereof), were in the ordinary
course of business and on an arm''s length basis and were carried out with prior approval of the Audit
Committee. Omnibus approvals were also taken for unforeseen transactions which were planned and/or
repetitive in nature.

All contracts/arrangements/transactions entered by the Company during the financial year with the related
parties were in ordinary course of business and on an arm''s length basis. Company had not entered in to any
transactions with related parties which could be considered material in terms of Section 188 of the
Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section
134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

INSURANCE

Company has taken appropriate insurance for all the assets against foreseeable perils.

STATUTORY AUDITOR AND AUDITOR’S REPORT

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rushabh R.
Shah and Co., Chartered Accountants (M. No.: 607585, FRN. 156419W), were appointed as Statutory
Auditors of the Company for a term of 5 years at the 35th Annual General Meeting held on September 24,
2022 until the conclusion of the 40th Annual General Meeting to be held in the year 2027 on such
remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the Audit
Committee and as may be mutually agreed between the Board of Directors of the Company and the
Statutory Auditors from time to time.

The Reports given by M/s. Rushabh R. Shah and Co., Chartered Accountants (M. No.: 607585 FRN: 156419W)
on the Standalone and Consolidated Financial Statements of your Company for the financial year ended
March 31,2025 ("Financial Statements") is part of the Annual Report. The Notes on the Financial Statements
referred to in the Auditor''s Report are self-explanatory and do not call for any comments. The Auditor''s Report
does not contain any qualification, reservation, adverse remark or disclaimer. During the financial year
ended March 31, 2025, the Auditors have not reported any matter under Section 143 (12) of the Act,
therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed CS
Nirav Vekariya, Practising Company Secretary (Mem. No. FCS: 11660 and CoP No: 17709), as the Secretarial

Auditor of your Company for the financial year ended 31st March 2025. The Secretarial Audit Report as given
by the Secretarial Auditor is annexed as Annexure - II and forms an integral part of this Report. The Secretarial
Audit Report is self-explanatory and does not call for any comments.

Further, the observation/s of the Secretarial Auditor in its Secretarial Audit Report and the response of the
Directors to the same is/are as under:

Observation 1:

It was observed that, there was a delay of 1 (One) day in submission of Related Party Transactions pursuant to
Regulation 23 (9) of SEBI Listing Regulations for half year ended on March 31,2024

Response to observation 1:

The delay of one day was solely due to unforeseen technical issues encountered during the submission
process.

Observation 2:

It was observed that, News-paper advertisement of the Unaudited Financials for the Quarter ended
December 31, 2024 was published beyond 48 hours of the Conclusion of the Meeting held for the said
purpose.

Response to observation 2:

The publication was made beyond the prescribed timeline due to certain publishing constraints, which led
to an inadvertent lapse in timely advertisement. However, the financial results were duly approved by the
Board and submitted to the stock exchanges within the regulatory timelines.

Observation 3:

It was observed that, there was a delay of 11 days in the appointment of a new Independent Director upon
the resignation of the previous Independent Director pursuant to Regulation 17 (1) of SEBI (LODR), 2015.

Response to observation 3:

The delay of 11 days was solely due to unforeseen technical issues.

Observation 4:

It was observed that Form IEPF 2, for Appointment of Nodal Officer and Deputy Nodal Officer for the purpose
of IEPF was file delay with Additional Fees

Response to observation 4:

There was a delay of only one day in filing of Form IEPF 2, because of technical issues encountered during
the submission process.

While the above-mentioned instances reflect minor and infrequent delays, the Board acknowledges them
with due seriousness. The Company remains fully committed to regulatory compliance and transparency.
The Board assures that all necessary steps have been taken to strengthen internal processes, and every
effort will be made to prevent such delays in the future.

Additionally, in terms of Regulation 24A (1) as substituted by the SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024 dated December 13, 2024 and applicable with effect
from 1st April, 2025, your Company is required to appoint a Practicing Company Secretary for not more than
one term of five consecutive years or a firm of Practicing Company Secretaries for not more than two terms
of five consecutive years, as a Secretarial Auditor, with the approval of the members at its AGM and such
Secretarial Auditor must be a Peer Reviewed Company Secretary and should not have incurred any of the
disqualifications as specified under the SEBI Listing Regulations. Further, as per the said Regulation, any
association of the individual or the firm as the Secretarial Auditors of the Company before 31st March 2025
shall not be considered for the purpose of calculating the tenure of the Secretarial Auditors.

Taking into account the above requirements mandated by Regulation 24A of the SEBI Listing Regulations,
the Board, on the recommendation of the Audit Committee, has approved the appointment of CS Nirav
Vekariya, Company Secretary (Mem. No. FCS: 11660 and CoP No: 17709) as the Secretarial Auditors of the
Company for a term of five consecutive years, to hold office from the ensuing 38th AGM till the conclusion of
43rd AGM to be held in the year 2030, covering the period from the financial year ending March 31,2026 till
the financial year ending March 31,2030, subject to the approval of the shareholders.

Further, your Company has received a written consent from the Secretarial Auditor that the appointment, if
approved, will be in accordance with the applicable provisions of the SEBI Listing Regulations, Act and rules
framed thereunder. Further, the Secretarial Auditor has confirmed that they are not disqualified to be
appointed as the Secretarial Auditor of your Company.

COST AUDITORS AND COST ACCOUNTS

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules,
2014, the Board of Directors had on the recommendation of the Audit Committee, appointed M/s Shailesh
Thaker & Associates, Cost Accountants, Ahmedabad (FRN: 101454), as the Cost Auditors, to conduct the
cost audit for the financial year ended March 31,2025.

Further, on recommendation of the Audit Committee, the Board had re-appointed M/s. Shailesh Thaker &
Associates, Cost Accountants, Ahmedabad (FRN: 101454), being eligible, as the Cost Auditors of your
Company, to conduct the Cost Audit for the financial year ending March 31,2026.

Your Company has received written consent that the appointment is in accordance with the applicable
provisions of the Act and Rules framed thereunder. The remuneration of Cost Auditors has been approved by
the Board on the recommendation of the Audit Committee. In the opinion of the Directors, considering the
limited scope of Audit, the proposed remuneration payable to the Cost Auditors would be reasonable and
fair and commensurate with the scope of work carried out by them. In terms of the Act and Rules framed
thereunder, requisite resolution for ratification of remuneration of the Cost Auditors has been set out in the
Notice of the ensuing 38th AGM of your Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the requirements of Section 197 (12) of the Act, read with Rule 5 (1), 5 (2), and 5 (3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the
disclosures pertaining to the remuneration along with the statement containing particulars of employees as
required are given in Annexure III and forms an integral part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company has established a robust Human Resources (''HR'') system that nurtures a conducive and
productive work culture. It emphasises on the freedom to express views, competitive pay structure,
performance-based reward system and growth opportunities, and internal job postings within the
organisation for career options for the employees. It has well-documented and disseminated employee-
friendly policies to enhance transparency, create a sense of teamwork and trust among employees and
align employee interests with organisational strategic goals. These policies assist in holistic HR development
and play a key role in right talent on-boarding, talent retention, and leadership development.

The Company ensures equal access to opportunities in the areas of recruitment, training and up gradation,
professional development and advancement, regardless of gender, age, racial/ethnic background,
religion or social status. The Company adheres to the Rajoo''s Code of Conduct to strengthen its core values
of excellence and leadership.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 relating to ''Meetings of the Board of Directors'' and SS-2
relating to ''General Meetings'', respectively, have been duly followed by the Company.

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

1. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:

The Company has intensified its efforts to enhance energy efficiency through targeted and sustained
initiatives. It has consistently focused on the absorption and adoption of the latest technologies and
innovations. To ensure optimal performance and energy conservation, all machinery and equipment
are regularly serviced, upgraded, and overhauled. These proactive maintenance practices have
contributed to a noticeable reduction in energy consumption. Additionally, periodic energy audits and
inter-unit benchmarking studies are conducted to identify opportunities for further energy savings and
implement corrective measures effectively.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing
alternate source/ renewable source of energy:

0 The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plant in the
state of Gujarat at Village Hadamtala, Taluka Kotda-Sangani, District Rajkot.

0 All efforts are made to use more natural lights in offices/factory/stores premises to optimize the
consumption of energy.

0 The Company along with group entities of the Company has formed a Limited Liability Partnership
"Shrutina Nexgen Solar LLP (LLPIN: ACH-3671)", which is registered with Registrar of Companies,
Gujarat on May 26, 2024. Shrutina Nexgen Solar LLP is formed by Rajoo Engineers Limited (holding
7%) along with Promoter Group Entities viz. Shrutina Nexgen LLP (holding 74%), Essen Speciality
Films Limited (holding 18%) and Rajoo Innovation Centre LLP (holding 1%) as its Partners. The LLP is

incorporated for business purpose: To carry on the business of generating, accumulating,
distributing and supplying Solar Energy for its own use or for sale to Governments, State Electricity
Boards, Intermediaries in Power Transmission/ Distribution, Companies, Industrial Units, or to other
types of users/ consumers of Energy.

(c) The capital investment on energy conservation equipment: NIL
2. TECHNOLOGY ABSORPTION

(a) Efforts made towards Technology Absorption:

0 The Company continues to adopt and use the latest technologies to improve the productivity and
quality of its products.

0 The Company has technical collaboration with Commodore LLC., USA, Bausano & Figli, Italy and
MEAF Machines B.V of Netherlands are strategic partners.

(b) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy
efficient products to consumers.

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year):

No Technology was imported for conservation of energy.

(d) The expenditure incurred on Research and Development

Particulars	F.Y. 2024-25	F.Y. 2023-24
Capital Expenditure	-	-
Revenue Expenditure	158.59	160.42
Total:	158.59	160.42

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	F.Y. 2024-25	F.Y. 2023-24
Foreign Exchange earned	132.60	107.02
Foreign Exchange used	43.46	30.96

OTHER DISCLOSURES

• Material changes and commitments affecting the financial position of the Company between the
March 31,2025 and the date of this report, are appropriately covered and reported.

• There has been no change in the nature of business of the Company.

• No significant material orders have been passed by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and its future operations.

• There are no proceedings initiated/ pending against the company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the company.

• There were no instances where the Company required the valuation for one time settlement or while
taking the loan from the Banks or Financial institutions.

APPRECIATION :

Your directors wish to place on record their sincere appreciation for the assistance and thank all the
esteemed shareholders, bankers, business associates and vendors for their faith, trust, and confidence
reposed in your company.

The Directors also recognize and appreciate all the employees for their commitment, commendable
efforts, teamwork, professionalism, and continued contribution to the growth of the Company.

Date : August 29, 2025 For and on behalf of the Board of Directors

Place: Veraval (Shapar) Rajoo Engineers Limited

Rajesh N. Doshi
Chairman & Director
DIN: 00026140

---

Mar 31, 2024

Your Directors are pleased to present the 37th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31,2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance highlights are depicted below :

( ? In Lakhs except EPS 1

Sr. No.	Particulars	CONSOLIDATED		STANDALONE
		Year ended 2023-24	Year ended 2022-23	Year ended 2023-24	Year ended 2022-23
1	Revenue from Operations	19,735.02	15,978.57	19,735.02	15,978.57
2	Other Income	393.61	276.41	393.61	276.41
3	Total Revenue	20,128.63	16,254.98	20,128.63	16,254.98
4	Cost of Material Consumed	15,292.91	9,637.12	15,292.91	9,637.12
5	Purchase of Stock in trade	-	10.62	-	10.62
6	Change in inventories of Finished goods/ Work in Progress/ stock-in-trade	(3,550.36)	207.83	(3,550.36)	207.83
7	Employee Benefits Expense	2,013.21	1,848.26	2,013.21	1,848.26
8	Finance Cost	66.46	32.64	66.46	32.64
9	Depreciation & Amortization Exp.	353.49	346.69	353.49	346.69
10	Other Expenses	3,311.09	2,873.04	3,311.09	2,873.04
11	Total Expenses	17,486.80	14,956.21	17,486.80	14,956.21
12	Profit/ (Loss) Before Tax	2,641.83	1,298.77	2,641.83	1,298.77
13	Current Tax	676.33	292.85	676.33	292.85
14	Deferred Tax	(5.13)	4.35	(5.13)	4.35
15	Profit/ (Loss) After Tax	1,970.63	1,001.57	1,970.63	1,001.57
16	Share of Profit/ (Loss) of Joint Venture	130.20	147.31	-	-
17	Profit/ (Loss) for the Period	2,100.83	1,148.88	1,970.63	1,001.57
18	Other Comprehensive Income	(6.73)	12.75	(6.27)	14.86
19	Total Comprehensive Income	2,094.10	1,161.63	1,964.36	1,016.43
20	Paid-up equity share capital	615.05	615.31	615.05	615.31
21	Reserves excluding Revaluation Reserve as per balance sheet of previous accounting year	12,051.48	10,275.24	11,322.83	9,628.54
22	Earnings per share (Re.1/- each)
	Basic	3.41	1.87	3.20	1.63
	Diluted	3.41	1.87	3.20	1.63

SUMMARY/STATEMENT OF BUSINESS OPERATIONS/AFFAIRS

The revenue for the year has been increased to Rs. 197.35 Crore as compared to Rs. 159.79 Crore in the previous year at the same time expenditure also increased to Rs. 174.87 Crore as compared to Rs. 149.56 Crore in the previous year. The company has earned net profit (standalone) of Rs. 19.71 Crore in the current year as compared to Rs. 10.02 Crore in the previous year. Whereas during the year under review, company''s net profit (consolidated) is Rs. 21.01 Crore including share of profit of Rs. 1.30 Crore in joint venture as compared to Rs. 11.62 Crore including share of profit of Rs. 1.47 Crore in joint venture in previous year.

TRANSFER TO RESERVES

During the year under review, the amount of Rs. 0.26 Lakhs has been transferred to Capital Redemption Reserve and no other amount has been transferred to General Reserve.

DIVIDEND

The Board of Directors of the Company has recommended Final Dividend of 25% i.e. Rs. 0.25 per equity share having face value of Re. 1 each (pre-bonus) for the financial year ended March 31, 2024, which translates into final dividend of Rs. 0.125 per equity share having face value of Re. 1 each (post-bonus) for the Financial Year 2023-24.

The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs. 1.54 crore. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

SHARE CAPITAL

During the year under review, the Company bought back 26,176 equity shares at a price of Rs. 210 per equity shares for an aggregate consideration of Rs. 54.97 Lakhs, in compliance with provisions of Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and Section 68 of the Companies Act, 2013 read with rules made thereunder. The payment of buyback consideration was made on February 16, 2024 and the shares were extinguished on February 28, 2024. The paid-up Share Capital of the Company as on March 31, 2024 was Rs. 6,15,04,574/- divided into 6,15,04,574 equity shares of Rs. 1/-each.

During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

LISTING

The Equity Shares of the Company continue to remain listed on the BSE Limited.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Particulars of loans, guarantees and Investments have been disclosed in the Financial Statements. SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture agreement with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion machinery lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo''s best in class infrastructure and Bausano''s sublime pioneering technology, availability of indigenous raw material and access to the latest technology. Through this unique Joint Venture, customers are offered world class technological products at affordable price levels.

The Consolidated Financial Statements of the Company along with its Associates (Rajoo Bausano Extrusion Private Limited) prepared for the year 2023-24 forms part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided in Form AOC-1 as Annexure I.

The Company does not have any subsidiary as on reporting date. During the year under review, no company became or ceased to be Company''s subsidiaries, joint ventures or associate companies.

DETAILS OF APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, appointments of Mr. Pratik R. Kothari (DIN: 03550736) and Dr. Shital Badshah (DIN: 10039677) were regularised and appointed as Directors (Independent & Non-Executive) in duly convened Extra-ordinary General Meeting held on Friday, May 05, 2023.

In the opinion of the Board, all the Independent Directors appointed during the year, possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2024, your Company''s Board has eight members comprising of four executive nonindependent directors and non-executive independent directors. The Board has a Woman Director. The Details of the Directors of the Company has been provided in the Corporate Governance Report annexed to Annual Report.

Pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of such directors as are liable to retire by rotation, shall every year and if eligible, offer themselves for re-appointment at every AGM. Consequently Ms. Khushboo C. Doshi, Managing Director (DIN: 00025581) will retire by rotation and being eligible has offered herself for re-appointment. The Board of Directors, on recommendation of Nomination and Remuneration Committee, has recommended her re-appointment.

Brief particulars of Ms. Khushboo C. Doshi proposed to be re-appointed regarding the nature of her expertise in specific functional areas, names of companies in which she holds Directorships, committee memberships/ chairmanships, their shareholdings etc., are annexed to the notice of the ensuing 37th AGM.

Following are the Directors and Key Managerial Personnel of the Company as on March 31,2024

1. Mr. Rajesh N. Doshi, Chairman & Executive Director

2. Ms. Khushboo C. Doshi, Executive Managing Director

3. Mr. Utsav K. Doshi, Executive Joint Managing Director

4. Mr. Sunil B. Jain, Executive Professional Director

5. Mr. Kirit R. Vachhani, Non-Executive Independent Director

6. Mr. Laxman R. Ajagiya, Non-Executive Independent Director

7. Mr. Pratik R. Kothari, Non-Executive Independent Director

8. Dr. Shital B. Badshah, Non-Executive Independent Director

9. Mr. Prakash C. Daga, Chief Financial Officer

10. Mr. Rohit D. Sojitra, Company Secretary & Compliance Officer

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

(i) that in the preparation of the Annual Accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that 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.

NUMBER OF MEETINGS OF THE BOARD

9 (Nine) Meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

INDEPENDENT DIRECTORS'' MEETING AND FAMILARISATION PROGRAMME

The Independent Director met on March 25, 2024 without attendance of Non-Independent Directors and members of the Management. The independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking in to account the views of the Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Non-Executive including Independent Directors plays a crucial role in balancing the functioning of Board by providing independent judgments on various issues raised in the Board Meetings like formulation in business strategies, monitoring of performances etc.,. Their role, inter alia, includes:

• Impart balance to the board by providing Independent Judgments

• Provide feedback on company''s strategies and performances

• Provide effective recommendations for further improvements

The Company has no pecuniary relationships with the Independent directors except sitting fees for attending meetings of the Board/committees thereof if any paid.

The details of the program for familiarization of the Independent Directors of the Company are available on the Company''s website www.rajoo.com

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013, Listing Regulations and Governance Guidelines, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings, etc. The above criteria for evaluation were based on the Guidance Note issued by Securities and Exchange Board of India.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is made available on the Company''s website www.rajoo.com

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in Corporate Governance Report. The Annual Report on CSR Activities in prescribed format is enclosed in Annexure II of this report. The policy is available on the website of the Company at http://www.rajoo.com/csr.html and https://www.rajoo.com/pdf/Codes_and_Policies/Amended_CSR_Policy.pdf

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report.

RISK MANAGEMENT

Your Company recognizes that Risk as an integral part of business and is committed to minimizing the risk in a pro-active and efficient manner. More details on risk management are covered in the Management Discussion and Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

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

At Rajoo Engineers Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Rajoo Engineers Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Rajoo Engineers Limited. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder.

The Company has also constituted an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment with the objective of providing a safe working environment; all employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints pending: Nil

• No. of complaints disposed off: Nil

ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2024, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be accessed using the link https://www.rajoo.com/investorszone.html#sec1

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is also available on Company''s website at https://www.rajoo.com/investorszone.html#sec9. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length price basis.

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in ordinary course of business and on an arm''s length basis. Company had not entered in to any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

INSURANCE

Company has taken appropriate insurance for all the assets against foreseeable perils.

STATUTORY AUDITOR AND AUDITOR’S REPORT

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, M/s. Rushabh R. Shah and Co., Chartered Accountants (M. No.: 607585, FRN. 156419W), were appointed as statutory auditors of the Company for a term of 5 years at the 35th Annual General Meeting held on September 24, 2022 until the conclusion of the 40th Annual General Meeting to be held in the year 2027 on such remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time.

The notes on the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There is no audit qualification, reservation or adverse remark in their Report for the year under review.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, The Board of Directors of the Company has appointed CS Nirav D. Vekariya, Practicing Company Secretaries to undertake the audit of secretarial and related records of the Company for FY 2023-24. Form MR-3 i.e. Secretarial Audit Report for FY 2023-24 is annexed herewith marked as “Annexure -IN”.

The Observation of the Secretarial Auditor and the response of the Directors to the same are as follows:

Observation : It is observed that, there was delay in submission of voting result of Postal Ballot Resolution Dated 17th January, 2024 in XBRL mode within prescribed time limits i.e. 2 (Two) working days Which is delayed by 6 days.

Response : The Company has adopted good corporate governance practice and standard and had filed e-voting result of Postal Ballot in PDF format whereas submission of e-voting in XBRL format was filed late inadvertently.

COST AUDIT REPORT

M/s. Shailesh Thaker & Associates, Practicing Cost Accountants, have conducted audit of Cost Accounting Records in respect of the Financial Year 2023-24 and report thereon shall be finalized and filed as statutorily provided. The Board on recommendation of the Audit Committee has re-appointed M/s. Shailesh Thaker & Associates., Cost Auditors for the FY 24-25. At a remuneration of Rs. 42,000 (Rupees Forty thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the shareholders at the 37th Annual General Meeting. The Company has maintained cost records as specified under section 148(1) of the Companies Act, 2013.

DETAILS OF FRAUD REPORT BY AUDITOR

During the year, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act, the details of which would need to be mentioned under Section 134(3)(ca) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-IV and forms a part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company has established a robust Human Resources (''HR'') system that nurtures a conducive and productive work culture. It emphasises on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities, and internal job postings within the organisation for career options for the employees. It has well-documented and disseminated employee-friendly policies to enhance transparency, create a sense of teamwork and trust among employees and align employee interests with organisational strategic goals. These policies assist in holistic HR development and play a key role in right talent on-boarding, talent retention, and leadership development.

The Company ensures equal access to opportunities in the areas of recruitment, training and up gradation, professional development and advancement, regardless of gender, age, racial/ethnic background, religion or social status. The Company adheres to the Rajoo''s Code of Conduct to strengthen core Rajoo''s values of excellence and leadership.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 relating to ''Meetings of the Board of Directors'' and SS-2 relating to ''General Meetings'', respectively, have been duly followed by the Company.

OTHER DISCLOSURES

• There are no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.

• There has been no change in the nature of business of the Company.

• No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

• There are no proceedings initiated/ pending against the company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the company.

• There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

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

1. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:

The Company has continued its efforts to improve energy efficiency with more vigor and depth. Your Company continually took necessary steps to absorb and adopt the latest technologies and innovations in the Plastic Manufacturing Machines Industry. All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption. Energy audits and Inter unit studies are carried out on a regular basis for taking steps for reduction of the energy consumption.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing alternate source/ renewable source of energy:

• The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plant in the state of Gujarat at Village Hadamtala, Taluka Kotda-Sangani, District Rajkot.

• All efforts are made to use more natural lights in offices/Factory/stores premises to optimize the consumption of energy.

• the Company along with group entities of the Company has formed a Limited Liability Partnership "SHRUTINA NEXGEN SOLAR LLP (LLPIN: ACH-3671)", which is registered with Registrar of Companies, Gujarat on May 26, 2024. Shrutina Nexgen Solar LLP is formed by Rajoo Engineers Limited (holding 7%) along with Promoter Group Entities viz. Shrutina Nexgen LLP (holding 74%), Essen Speciality Films Limited (holding 18%) and Rajoo Innovation Centre LLP (holding 1%) as its Partners. The LLP is incorporated for business purpose: To carry on the business of generating, accumulating, distributing and supplying Solar Energy for its own use or for sale to Governments, State Electricity Boards,

Intermediaries in Power Transmission/ Distribution, Companies, Industrial Units, or to other types of users/ consumers of Energy.

(c) The capital investment on energy conservation equipment : NIL 2. TECHNOLOGY ABSORPTION

(a) Efforts made towards Technology Absorption:

• The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products.

• The Company has technical collaboration with Commodore LLC., USA, Bausano & Figli, Italy and MEAF Machines B.V of Netherlands are strategic partners.

(b) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy efficient products to consumers.

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No Technology was imported for conservation of energy.

(d) The expenditure incurred on Research and Development

(Rs In lacs

Particulars	F.Y. 2023-24	F.Y. 2022-23
Capital Expenditure	-	-
Revenue Expenditure	160.42	177.43
Total:	160.42	177.43

3. FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. In lacs

Particulars	F.Y. 2023-24	F.Y. 2022-23
Foreign Exchange earned	9,021.14	5,183.08
Foreign Exchange used	3,220.60	1,679.11

APPRECIATION

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, vendors, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Date: 24/08/2024 For and on behalf of the Board of Directors

Place: Veraval (Shapar) Rajoo Engineers Limited

Rajesh N. Doshi Chairman & Director DIN: 00026140

---

Mar 31, 2023

The Directors are pleased to present the 36th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31,2023

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance highlights are depicted below:

( Rs. In Lakhs except EPS )
Sr. No.		CONSOLIDATED		STANDALONE
	Particulars	Year Ended 2022-23	Year Ended 2021-22	Year Ended 2022-23	Year Ended 2021-22
1	Revenue from Operations	17,871.08	19,032.55	15,978.57	17,204.41
2	Other Income	293.32	195.46	279.02	273.90
3	Total Revenue	18,164.41	19,228.01	16,257.59	17,478.31
4	Cost of Material Consumed	11,083.62	11,753.51	9,644.03	10,398.91
5	Purchase of Stock in trade	10.62	47.02	10.62	47.02
6	Change in inventories/Work in Progress/	89.90	141.85	207.83	79.92
	stock-in-trade
7	Employee Benefits Expense	1,949.06	1,766.31	1,848.26	1,671.36
8	Finance Cost	36.33	33.09	32.64	31.90
9	Depreciation & Amortization Exp.	353.62	350.41	346.69	343.89
10	Other Expenses	3,148.82	3,069.84	2,868.75	2,915.74
11	Total Expenses	16,671.97	17,162.03	14,958.82	15,488.74
12	Profit/ (Loss) Before Tax	1,492.43	2,065.98	1,298.77	1,989.57
13	Current Tax	337.83	599.01	292.85	555.26
14	Deferred Tax	5.73	(43.41)	4.35	(45.39)
15	Profit/ (Loss) After Tax	1,148.88	1,510.38	1,001.57	1,479.71
16	Other Comprehensive Income	12.75	39.89	14.86	37.87
17	Total Comprehensive Income	1,161.63	1,550.27	1,016.43	1,517.57
18	Paid-up equity share capital	615.31	615.31	615.31	615.31
19	Reserves excluding Revaluation Reserve	10,275.24	9 ,267.44	9,628.54	8,765.93
	as per balance sheet of previous
	accounting year
20	Earnings per share (Re.1/- each)
	Basic	1.87	2.45	1.63	2.40
	Diluted	1.87	2.45	1.63	2.40

SUMMARY/STATEMENT OF BUSINESS OPERATIONS/AFFAIRS

Revenue from operations was Rs. 159.79 Crore in FY 2023 as against Rs. 172.04 Crore in FY 2022. Profit after Tax was at Rs. 10.02 Crore in FY 2023 as against Rs. 14.80 Crore in FY 2022.

TRANSFER TO RESERVES

During the year under review, no amount has transferred to General Reserve.

DIVIDEND

The Board of Directors of your company has recommended a dividend of Rs. 0.35 per equity share of the face value of Rs. 1.00 (35% of face value) for the financial year ended on March 31,2023. The payment of said dividend is subject to your approval at the ensuing 36th Annual General Meeting of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

SHARE CAPITAL

The paid-up Share Capital of the Company as on March 31, 2023 is Rs. 6,15,30,750/- divided into 6,15,30,750 equity shares of Re. 1/- each. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

LISTING

The Equity Shares of the Company continue to remain listed on the Bombay Stock Exchange Limited.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Particulars of loans, guarantees and Investments have been disclosed in the Financial Statements. SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture agreement with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion machinery lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo''s best in class infrastructure and Bausano''s sublime pioneering technology, availability of indigenous raw material and access to the latest technology.

Through this unique Joint Venture, customers are offered world class technological products at affordable price levels.

The Consolidated Financial Statements of the Company along with its Associates (Rajoo Bausano Extrusion Private Limited) prepared for the year 2022-23 forms part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided in Form AOC-1 as Annexure I.

The Company does not have any subsidiary as on reporting date. During the year under review, no company became or ceased to be Company''s subsidiaries, joint ventures or associate companies.

DETAILS OF APPOINMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review following changes occurred in Directors and Key Managerial Personnel of the Company:

Name of Directors/ KMP	Date of Event	Nature of Changes
Mr. Raiendra G. Vaia	January 28, 2023	Resignation as Independent Director
Mr. Ramesh A. Shah	February 02, 2023	Resignation as Independent Director
Mr. Pratik R. Kothari	February 13, 2023	Appointment as Additional Director (Independent)
Dr. Shital Badshah	February 13, 2023	Appointment as Additional Director (Independent)
Mr. Darshak B. Thaker	April 22, 2022	Resignation as Company Secretary & Compliance Officer
Mr. Rohit D. Sojitra	July 04, 2022	Appointment as Company Secretary & Compliance Officer
Mr. Jayantilal T. Jhalavadia	September 30, 2022	Resignation as Chief Financial Officer
Mr. Prakash C. Daga	October 01, 2022	Appointment as Chief Financial Officer

In the opinion of the Board, all the Independent Directors appointed during the year, possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2023, your Company''s Board has eight members comprising of four executive nonindependent directors and non-executive independent directors. The Board has a woman Director. The Details of the Directors of the Company has been provided in the Corporate Governance Report annexed to Annual Report.

Pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of such directors as are liable to retire by rotation, shall every year and if eligible, offer themselves for re-appointment at every AGM. Consequently Mr. Utsav K. Doshi, Executive Director (DIN: 00174486) will retire by rotation and being eligible has offered himself for re-appointment. The Board of Directors on recommendation of Nomination and Remuneration Committee has recommended his re-appointment.

Brief particulars of Mr. Utsav K. Doshi proposed to be re-appointed regarding the nature of his expertise in specific functional areas, names of companies in which he holds Directorships, committee memberships/ chairmanships, their shareholdings etc., are annexed to the notice of the ensuing 36th AGM.

Following are the Directors and Key Managerial Personnel of the Company as on March 31,2023

1. Mr. Rajesh N. Doshi, Chairman & Executive Director

2. Ms. Khushboo C. Doshi, Executive Managing Director

3. Mr. Utsav K. Doshi, Executive Joint Managing Director

4. Mr. Sunil B. Jain, Executive Professional Director

5. Mr. Kirit R. Vachhani, Non-Executive Independent Director

6. Mr. Laxman R. Ajagiya, Non-Executive Independent Director

7. Mr. Pratik R. Kothari, Non-Executive Additional Director (Independent)

8. Dr. Shital B. Badshah, Non-Executive Additional Director (Independent)

9. Mr. Prakash C. Daga, Chief Financial Officer

10. Mr. Rohit D. Sojitra, Company Secretary & Compliance Officer

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)© of the Act:

(i) that in the preparation of the Annual Accounts for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that 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.

NUMBER OF MEETINGS OF THE BOARD

Ten Meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

INDEPENDENT DIRECTORS'' MEETING AND FAMILARISATION PROGRAMME

The Independent Director met on March 23, 2023 without attendance of Non-Independent Directors and members of the Management. The independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking in to account the views of the Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Non-Executive including Independent Directors plays a crucial role in balancing the functioning of Board by providing independent judgments on various issues raised in the Board Meetings like formulation in business strategies, monitoring of performances etc.,. Their role, inter alia, includes:

• Impart balance to the board by providing Independent Judgments

• Provide feedback on company''s strategies and performances

• Provide effective recommendations for further improvements

The Company has no pecuniary relationships with the Independent directors except sitting fees for attending meetings of the Board/committees thereof if any paid.

The details of the program for familiarization of the Independent Directors of the Company are available on the Company''s website www.rajoo.com

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013, Listing Regulations and Governance Guidelines, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings, etc. The above criteria for evaluation were based on the Guidance Note issued by Securities and Exchange Board of India.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is made available on the Company''s website www.rajoo.com

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in Corporate Governance Report. The Annual Report on CSR Activities in prescribed format is enclosed in Annexure II of this report. The policy is available on the website of the Company at http://www.rajoo.com/csr.html and https://www.rajoo.com/pdf/Codes_and_Policies/Amended_CSR_Policy.pdf

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report.

RISK MANAGEMENT

Your Company recognizes that Risk as an integral part of business and is committed to minimizing the risk in a pro-active and efficient manner. More details on risk management are covered in the Management Discussion and Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

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

At Rajoo Engineers Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Rajoo Engineers Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Rajoo Engineers Limited. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder.

The Company has also constituted an Internal Committee to redress complaints received regarding sexual harassment with the objective of providing a safe working environment; all employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints pending: Nil

• No. of complaints disposed off: Nil

ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2023, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be assessed using the link https://www.rajoo.com/investorszone.html#sec1

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at http://www.rajoo.com/investorszone.html. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length price basis.

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in ordinary course of business and on an arm''s length basis. Your Company had not entered in to any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

INSURANCE

Your Company has taken appropriate insurance for all the assets against foreseeable perils.

STATUTORY AUDITOR AND AUDITOR''S REPORT

M/s. Pankaj K. Shah & Associates, Chartered Accountants, (M. No.: 034603, FRN.: 107352W) vide letter dated June 21,2022 have resigned from the position of Statutory Auditors of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013, the Board of Directors at its meeting held on July 4, 2022, on the recommendation of the Audit Committee, have appointed M/s. Rushabh R. Shah & Co., Chartered Accountants, (M. No.: 607585, FRN. 156419W), to hold office as the Statutory Auditors of the Company till the conclusion of 35th Annual General Meeting and to fill the casual vacancy caused due to resignation of M/s. Pankaj K. Shah & Associates, Chartered Accountants, (M. No.: 034603, FRN.: 107352W) subject to the approval of the members in the forthcoming general meeting of the Company, on such remuneration including out of pocket and other expenses as may be decided by the shareholders of the Company as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by Board of Directors of the Company.

Pursuant to provisions of Section 139(8) of the Companies Act, 2013, casual vacancy and remuneration of M/s. Rushabh R. Shah & Co., Chartered Accountants, (M. No.: 607585, FRN. 156419W) was confirmed and ratified by the members in 35th Annual General Meeting held on September 24, 2022.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, M/s. Rushabh R. Shah and Co., Chartered Accountants (M. No.: 607585, FRN. 156419W), were appointed as statutory auditors of the Company for a term of 5 years at the 35th Annual General Meeting held on September 24, 2022 until the conclusion of the 40th Annual General Meeting to be held in the year 2027 on such remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time.

The statutory Auditor''s Report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

DETAILS OF FRAUD REPORT BY AUDITOR

During the year under review, the Statutory Auditors, Cost 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. As per auditors'' report, no fraud u/s 143(12) reported by the Auditor.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, The Board has appointed CS Nirav D. Vekariya, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the year ended March 31,2024. Form MR-3 i.e. Secretarial Audit Report for FY 2022-23 is annexed herewith marked as “Annexure -IN”.

The Observations of the Secretarial Auditor and the response of the Directors to the same are as follows:

1) Observations : It is observed that, the Company filed some Form late in time with additional fees to Registrar of Companies/Regional Director/Central Government under The Companies Act, 2013.

Response : The Company has adopted good corporate governance practice and standard and forms were filed late inadvertently.

2) Observations : It was observed that, the company has passed an ordinary resolution for grant loan pursuant to regulation Regulations 2(1) (zc), 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and under the applicable provisions of the Companies Act, 2013 for granting inter corporate loan to M/s. Essen Speciality Films Private Limited. However, it was required to pass as a special resolution under section 185 of The Companies Act, 2013.

Response : The Company has adopted good corporate plactice and standard. According the Company had obtained the approval of the members by 100 % of votes in favour on votes polled for granting of inter corporate loan to M/s. Essen Speciality Films Limited in 35th Annual General Meeting of the Company which was beyond the requirement of section 185 of the Companies Act, 2013.

3) Observations : It was observed that, there is some minor delay in filing some information to the stock exchange within prescribed time limit.

Response : There were delay in filling of Related Party Transactions for the quarter and year ended March 31,2022 to stock exchange and the fine Rs. 64,900/- was paid to the BSE Limited for the same.

4) Observations : The Company not given prior intimation of Board Meeting held on 14th May, 2022 in which dividend was recommended by the Board.

Response : The item of Recommendation of Final Dividend was not forming part of Agenda of the said Board Meeting. However, the board meeting was held for consideration of Financial Result / Financial Statement for the quarter and year ended on 31st March, 2022. On the Basis of performance and considering allocable surplus Board recommended the final dividend for members'' approval.

5) Observations : The Company has not publish financial results for the quarter and year ended on 31st March, 2022 in newspaper as required under Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and not given any intimation to the stock exchange about publication of the same.

Response : The Company has adequate system to compliant with the said regulation. Inadvertently the advertisement of financial results for the quarter ended on 31st March, 2022 was not published and submitted to BSE Limited.

6) Observations : The Company has not disclose/uploaded the Investor Presentation of analyst/investor meeting held on 26th December, 2022. However, the management has clarified that, no any presentation was presented before the said meeting.

Response : It was a just conference call meet and no presentation was made at the meeting. Therefore, the presentation was not required to disclose/upload on the website of the Company under said regulation.

COST AUDIT REPORT

Your Company has appointed M/s. Shailesh Thaker & Associates, Practicing Cost Accountants to conduct audit of the cost records of the Company for the year ended March 31,2024. The Cost Audit Report for the year 2021-22 was filed before the due date with the Ministry of Corporate Affairs.

Your Company has maintained the cost accounts and records in accordance with Section 148 of the Act and rules made thereunder.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-IV and forms a part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company has established a robust Human Resources (''HR'') system that nurtures a conducive and productive work culture. It emphasises on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities, and internal job postings within the organisation for career options for the employees. It has well-documented and disseminated employee-friendly policies to enhance transparency, create a sense of teamwork and trust among employees and align employee interests with organisational strategic goals. These policies assist in holistic HR development and play a key role in right talent on-boarding, talent retention, and leadership development.

The Company ensures equal access to opportunities in the areas of recruitment, training and up gradation, professional development and advancement, regardless of gender, age, racial/ethnic background, religion or social status. The Company adheres to the Rajoo''s Code of Conduct to strengthen core Rajoo''s values of excellence and leadership.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 relating to ''Meetings of the Board of Directors'' and SS-2 relating to ''General Meetings'', respectively, have been duly followed by the Company.

OTHER DISCLOSURES

• There are no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.

• There has been no change in the nature of business of the Company.

• No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

• There are no proceedings initiated/ pending against the company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the company.

• There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO1. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:

The Company has continued its efforts to improve energy efficiency with more vigor and depth. Your Company continually took necessary steps to absorb and adopt the latest technologies and innovations in the Plastic Manufacturing Machines Industry. All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption. Energy audits and Inter unit studies are carried out on a regular basis for taking steps for reduction of the energy consumption.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing alternate source/ renewable source of energy:

• The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plant in the state of Gujarat at Village Hadamtala, Taluka Kotda-Sangani, District Rajkot.

• All efforts are made to use more natural lights in offices/Factory/stores premises to optimize the consumption of energy.

(c) The capital investment on energy conservation equipment: NIL 2. TECHNOLOGY ABSORPTION

(a) Efforts made towards Technology Absorption:

• The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products.

• The Company has technical collaboration with Commodore LLC., USA, Bausano & Figli, Italy and MEAF Machines B.V of Netherlands are strategic partners.

(b) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy efficient products to consumers.

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No Technology was imported for conservation of energy.

(d) The expenditure incurred on Research and Development (rs. |n |acs
Particulars	F.Y. 2022-23	F.Y. 2021-22
Capital Expenditure	0.00	0.00
Revenue Expenditure	157.77	144.12
Total	157.77	144.12
3. FOREIGN EXCHANGE EARNINGS AND OUTGO:		(Rs. In lacs
Particulars	F.Y. 2022-23	F.Y. 2021-22
Foreign Exchange earned	5183.08	8942.48
Foreign Exchange used	1679.11	1341.16

APPRECIATION

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, vendors, suppliers, investors and bankers for their continued support and faith reposed in the Company.

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Mar 31, 2018

To,

The Members,

The Directors are pleased to present the 31st Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2018.

FINANCIAL PERFORMANCE SUMMARY:

The summarized financial highlights is depicted below:

	Standalone		Consolidated (Rs. In Lakhs)
Particulars	2017-18	2016-17	2017-18	2016-17
OPERATING RESULTS
Sales & other income	14732.93	12115.34	16394.26	13452.11
Profit before interest & depreciation Less:	2193.62	1320.49	2418.53	1449.63
- Depreciation	278.09	247.57	280.54	253.77
- Interest	98.85	92.02	99.72	93.26
Net profit before taxation Less :	1816.68	980.90	2038.27	1102.60
- Taxation	410.77	330.73	468.36	369.82
- Deferred tax	199.98	23.53	200.80	23.01
Net profit after taxation	1205.94	626.64	1369.11	709.78
Add : Profit & loss account balance brought forward	2787.91	2161.27	3026.47	2316.69
Add : Prior Year’s Adjustment (Dividend Paid of Last Year)	(1 77.62)	0.00	(236.59)	0.00
Amount available for appropriation	3816.23	2787.91	4158.99	3026.47
Proposed Dividend	0.00	145.08	0.00	206.55
Dividend tax	0.00	29.53	0.00	30.04
Dividend tax Transfer to General Reserve	0.00	0.00	0.00	0.00
Depreciation Adjustment	0.00	0.00	0.00	0.00
Balance carried to Balance sheet	3816.23	2599.05	4158.99	2789.88

The financial result of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) w.e.f. 1st April.2017. Consequently, the results for the previous period have also been restated as per IND AS

There are no material changes and commitments affecting thefinancial position of the company between the end of the financial year and the date of this report.

PERFORMANCE OF YOUR COMPANY

- Revenue from operations was Rs. 146.51 crorein FY18 as against Rs. 120.30crorein FY17, YoY growth of 21.79%

- EBITDA (excluding other income) stood at Rs. 21.93 crorein FY18 as against Rs. 12.37 crorein FY17, YoY growth of 77.28%.

- Profit After Tax was at Rs. 12.06 crorein FY18 as against Rs. 6.27 crorein FY17, YoY growth of 92.34%

- EPS grew by 87.96% to Rs. 2.03 in FY18from Rs. 1.08 in FY17

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Re.0.25 per share (i.e. 25%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting. The dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 185.05 lakhs including dividend distribution tax.

SHARE CAPITAL

During the year under review, the Company has issued and allotted 35,00,000 Convertible Warrants (convertible in to equivalent number of Equity Shares of Re. 1/- each, within 18 months from the date of allotment, in one or more tranches) at issue price of Rs. 19.10/- per Warrant (including Rs. 18.10 as Security Premium) on Preferential allotment basis to the Promoters and Individuals other than Promoters.

The purpose of the funds so received by this preferential issue is to meet its working capital requirements for its existing as well as new growth opportunities as explained in the EGM Notice sent to the members for their approval.

The conversion of the warrants so issued & allotment of equity Shares took place in 2 tranches as under:

Sr. No.	Date of Conversion	No. of Securities
1	21st August, 2017	10,00,000 EquityShares of Re. 1/-
2	18th December, 2017	25,00,000 EquityShares of Re. 1/-

Accordingly, consequent upon the conversion, the paid-up equity share capital of the Company stands at Rs. 6,15,30,750/- divided in to 6,15,30,750 Equity Shares of Re. l/-each.

LISTING

The Equity Shares of the Company continue to remain listed on the Bombay Stock Exchange Limited.

FIXED DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Particulars of loans, guarantees and Investments have been disclosed in the Financial Statements.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo’s best in class infrastructure and Bausano’s sublime pioneering technology, availability of indigenous raw material and access to the latest technology. Through this unique Joint Venture, customers are offered world class technological products at affordable price levels.

The Consolidated Financial Statement of the Company along with its Associates (Rajoo Bausano Extrusion Private Limited) prepared for the year 2017-18 forms part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per Companies act, 2013 is provided in Annexure I.

The Company does not have any subsidiary as on reporting date. During the year under review, company does not have become or ceased to be Companys subsidiaries, joint ventures or associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149,152 and other applicable provisions of the Companies Act, 2013 Ms. Khushboo Chandrakant Doshi and Mr. Sunil Jain retire by rotation and being eligible has offered themselves for re-appointment. Brief particulars of Ms. Khushboo Chandrakant Doshi and Mr. Sunil Jain and their expertise in various functional areas is given in the Notice convening the Annual General Meeting.

During theyear, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of all the Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

During the year Mr. Utsav K. Doshi is appointed as Whole Time Director of the Companyforfive years commencing from01.07.2017. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(I) in the preparation of the annual accounts for the financial year ended March 31,2018, the applicable accounting standards have been followed and there are no material departures:

(ii) they have 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 of the Companyforthat period:

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 such internal financial controls are adequate and operating effectively:

(vi) 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year2017-18.

NUMBER OF MEETINGS OF THE BOARD

Twenty One meetings of the board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms the part of this report.

INDEPENDENT DIRECTORS’ MEETING AND FAMILARISATION PROGRAMME

The Independent Directors met on 23rd March, 2018 without attendance of Non-Independent Directors and members of the Management. The independent Directors reviewed the performance of non-independent directors and the Board as a whole: the performance of the Chairperson of the Company, taking in to account the views of the Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the program for familiarization of the Independent Directors of the Company are available on the Companys website www.raioo.com

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the Directors and also committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions where some of the parameters considered during the evaluation process.

A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

POLICYON DIRECTORS’APPOINTMENT AND REMUNERATION

The Companys policy on Directors’ appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is made available on the Companys website www.raioo.com

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in Corporate Governance Report. The Annual Report on CSR Activities in prescribed format is enclosed in Annexure II of this report. The policy is available on thewebsiteoftheCompanyat http://www.raioo.com/csr.html.

CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Separate report on Corporate Governance compliance and Management and Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with Compliance Certificate from Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

RISK MANAGEMENT

Your Company recognizes that Risk as an integral part of business and is committed to minimizing the risk in a pro-active and efficient manner. More details on risk management are covered in the Management Discussion and Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Companys policies, Safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosure.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

DISCLOSURE UNDER THESEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSALJACT, 2013.

At Rajoo, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Rajoo, every individual is expected to treat his/her colleagues with respect and dignity. Whistle Blower Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system.

The Company also has in place ‘Prevention of Sexual Harassment Policy’. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered underthis policy.

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

No. of complaints received: Nil No. of complaints disposed off: NA EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at http://www.raioo.com/investorszone.html. The Policy intends to ensure that proper reporting: approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length.

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in ordinary course of business and on an arm’s length basis. Your Company had not entered in to any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in FormAOC-2 is not applicable.

SIGNIFICANT AND MATERIAL ORDER

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future for theyear under review

INSURANCE

Your Company has taken appropriate insurance for all the assets against foreseeable perils.

AUDITORS & AUDITORS REPORT

Board of Directors at their meeting held on 30th April, 2018, on the recommendation of the Audit Committee appointed M/s. Pankaj KShah Associates, Chartered Accountants, Ahmedabad having Firm Registration No. 107352(W) to fill the casual vacancy created due to resignation of M/s. N. R. Dhaduk & Co., Chartered Accountants subject to the approval of members at the Extra ordinary General Meeting. Extra ordinary General Meeting was held on 29th July, 2018 were members approved the Appointment of M/s. Pankaj K. Shah Associates, Chartered Accountants as Statutory Auditors of the Company to hold the office from 30th April, 2018 until the conclusion of 31 st Annual General Meeting of the Company. Further, the Company has proposed their appointment in the item number 5 of the notice, for the period of 5 (five) years subject to the ratification by the members at every Annual General Meeting.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has M/s. MaulikSheth & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report is annexed as Annexure - V. there were no qualifications, reservations or adverse remarks given by Secretarial Auditor of the Company.

COST AUDIT REPORT

Your Company has appointed M/s. Shailesh Thaker & Associates, Practicing Cost Accountants to conduct audit of the cost records of the Company for the year ended 31st March, 2019. The Cost Audit Report for the year 2016-17 was filed before the due date with the Ministry of Corporate Affairs.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III and forms a part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

At the core of our success are our people. We do not view our employees as ‘resources’; we consider them our most valuable assets, and have been working towards keeping them Engaged and Inspired. At Rajoo, we believe that Engaged and Inspired employees are more satisfied with their work, tend to stay longer, and are more productive and committed.

We aim to be an employer of choice for both our current and future employees. Our employees are the foundation of our success, and we believe in sharing our success with them.

We have also taken several steps towards encouraging women and enhancing workforce diversity through our initiatives on work-life flexibility.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

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

1. Conservation of energy

(a) Energyconservation measurestaken:

Your Company continually took necessary steps to absorb and adopt the latest technologies and innovations in the Plastic Manufacturing Machines Industry. All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption.

Energy audits and inter unit studies are carried out on a regular basis for taking steps for reduction of the energy consumption.

Your Company has installed energy efficient LED Lights in factory building, Administrative offices, street lights, siding locations.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing alternate source/renewable source of energy:

- The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plant on 11-05-2018 in the state of Gujarat at Village HADAMTADA, Taluka Kotda-Sangani, District Rajkot.

- All efforts are made to use more natural lights in offices/Factory/stores premises to optimize the consumption of energy.

(c) The capital investment on energy conservation equipment:

During the year, the Company has invested as capital investment on energy conservation equipment by installing Solar Power Plant.

2.Technology absorption

(a) Efforts made in the technology absorption:

- During the year under review your company has implemented ERP System/SAP-S4HANA.

- The Company has added new, high technologically advanced 5 axis machine tools from leading German manufacturers These machine tools employ precise machining technology to produce extremely high-quality components. The digitally designed complex components are seamlessly transposed to these machine tools, eliminating the need for human intervention.

- The four New 5 axis machines from Germany & Italy have raised the bar of precision and quality in manufacturing with increased capacity. Deployment of these latest machining technologies and techniques has empowered the Company to only further the customer satisfaction to greater heights.

- The Company has technical collaboration with Commodore LLC., USA, Bausano & Figli, Italy and MEAF Machines B.V. of Netherlands are strategic partners.

- CCTV installation at various locations in plant and office premises and monitoring through central security control room.

(b) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy efficient products to consumers.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No Technology was imported for conservation of energy.

4. Expenditure on R&D:

APPRECIATION:

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Date: 27/05/2018 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot Rajoo Engineers Limited

(R. N. DOSHI)

Chairman & Managing Director

(DIN:DIN:00026140)

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Mar 31, 2016

To the Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS:

Your Company''s performance for the year ended on 31st March, 2016 is summarized as under

	Standalone
Particulars	2016		2015
Sales & other income	10701.79	11719.27
Profit before interest & depreciation	1000.87	1079.46
Less :
- Depreciation	255.71	284.27
- Interest	44.40	21.15
Net profit before taxation	700.75	774.04
Less :
- Taxation	267.94	269.60
- Wealth Tax	0.00	1.56
- Deferred tax	(24.80)	(21.09)
Net profit after taxation	457.61	523.96
Add : Profit & loss account	1849.66	1555.32
balance brought forward	0.00	0.00
Amount available for appropriation	2307.27	2079.28
Proposed Dividend	145.08	145.08
Dividend tax	29.53	29.01
Transfer to General Reserve	0.00	35.00
Depreciation Adjustment	0.00	20.53
Balance carried to Balance sheet	2132.66	1849.66

DIVIDEND

It is decided by the Board that the Interim Dividend of Re. 0.25/- per Equity Share of Rs.1/- each fully paid up declared and paid on 13th March, 2016 for the financial year 2015-16 be considered as final dividend for Financial year 2015-16.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo''s best in class infrastructure and Bausano''s sublime pioneering technology, availability of indigenous raw material and access to the latest technology. Through this unique Joint Venture, customers are offered world class technological products at affordable price levels.

The Consolidated Financial Statement of the Company along with its Associates (Rajoo Bausano Extrusion Private Limited) prepared for the year 2015-16 in accordance with relevant Accounting Standard issued by Institute of Chartered Accountant of India forms part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per Companies act, 2013 is provided in Annexure I.

The Company does not have any subsidiary as on reporting date. During the year under review, companies does not have become or ceased to be Company''s subsidiaries, joint ventures or associate companies.

BOARD''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have 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 of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Companies Act, 2013 Ms. Khushboo Chandrakant Doshi retires by rotation and being eligible has offered herself for re-appointment. Brief particulars of Ms. Khushboo Chandrakant Doshi, her expertise in various functional areas is given in the Notice conveying the Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Mr. Laxman Rudabhai Ajagiya was appointed as Additional Director with effect from May 13, 2016 in the category of Non-Executive Independent Director. The resolution seeking approval of the Members for appointment of Mr. Laxman Rudabhai Ajagiya have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with the brief details about him.

Mr. Utsav Kishorbhai Doshi was appointed as Additional Director with effect from May 13, 2016 in the category of Executive Director. The resolution seeking approval of the Members for appointment of Mr. Utsav Kishorbhai Doshi have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with the brief details about him.

Mr. Kishor Ratilal Doshi (Independent Director) resigned as Director with effect from 04.04.2015. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Kishor Ratilal Doshi.

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of all the Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD

Fifteen meetings of the board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms the part of this report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

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

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

COMMITTEES OF THE BOARD

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

DECLARATION BY INDEPENDENT DIRECTORS

The Company had received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of your Company, the executive Directors/ Senior Managerial personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Company''s policies, Safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosure.

CORPORATE GOVERNANCE

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report.

AUDITORS

M/s. M. N. Manvar & Co., Chartered Accountants (Firm Registration No: 106047W), and Statutory Auditors of the Company will retire at this Annual General Meeting, and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to re-appoint them as Auditors for the financial year 2016-17 from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders.

Your Board of Directors recommended their appointment as Independent Statutory for the Financial Year 2016-17.

AUDITORS REPORT AND SECRETARIAL AUDITORS'' REPORT

The auditors'' report and secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks. A detailed report of the secretarial auditor is annexed herewith, which forms part of this report.

RISK MANAGEMENT

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

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Particulars of loans, guarantees and Investments have been disclosed in the Financial Statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at http://www.rajoo.com/investorszone.html. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length.

All contracts/arrangements/transactions entered by the Company during the Financial year with the related parties were in ordinary course of business and on an arm''s length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been undertaking CSR activities on a significant scale upholding the belief that corporate have a special and continuing responsibility towards social development.

The vision of Rajoo Group''s CSR activities to make sustainable impact on the human development of under-served communities through initiatives in Education, Health and Livelihoods has been formally codified with the constitution of a dedicated Corporate Social Responsibility Committee of the Board on 30th May, 2014 by the Board of Directors of the Company with the imminent notification of section 135 of the Companies Act, 2013 and Rules framed there under.

Initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at http://www.rajoo.com/csr.html.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources Management at Rajoo goes beyond the set boundaries of compensation, performance reviews and development. We look at the employee''s entire lifecycle, to ensure timely interventions that help build a long lasting and fruit full career. With this in mind, we initiated several positive changes in our HR practice this year.

The Company''s HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: http://www.rajoo.com/pdf/Whistle_Blower_Policy.pdf).

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV and forms a part of this report.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy). There was no compliant received from any employee during the financial year 201516 and hence no complaint is outstanding as on 31.03.2016 for redressal.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

1. Consumption & Conservation of energy

(a) Energy conservation measures taken:

Continuous efforts are being made by the production team for conservation of energy. Regular energy audits are being carried out by independent agencies and utmost care is taken in implementing their recommendations although the actual benefit in terms of energy saved cannot be measured.

(b) No investment has taken place during the year under report specifically to reduce or monitor energy consumption.

(c) Impact of measures (a) above for reduction of energy consumption is likely to result in reduction of cost of production.

2. Technology absorption

(a) Efforts made in the technology absorption :

In terms of the technical collaboration with Commodore of USA and Hosokawa Alpine of Germany, we have been able to absorb and indigenize the technology for producing machines for manufacture of foamed polystyrene products through the process of tandem extrusion and vacuum forming and also multilayer blown film lines. All the drawings and process know-how has been fully absorbed by various departments of the Company. This has resulted in significant increase in sales of extrusion machines and thermo formers.

(b) Future plan of action:

We are making continuous efforts in developing more energy efficient machines with updated technology; energy forms the second largest cost component in producing plastic films and sheets. We are also in the process of exploring joint ventures and technical collaborations with reputed overseas manufacturers for upgrading and adopting higher level of technology at affordable prices.

3. Foreign Exchange earnings and outgo

(Rs. in lacs)

Particulars	F.Y. 2015-16	F.Y. 2014-15
Foreign Exchange earned	3555.99	2548.56
Foreign Exchange used	1059.26	1197.10

APPRECIATION:

Your directors express their appreciation for the assistance and co-operation received from the share-holders, customers, bankers, government authorities, stock exchanges, suppliers, agents and business associates at various levels during the year under review. Your directors also wish to place on record their appreciation for the committed and dedicated services of company''s executives, staff and workman.

Date: 30/05/2016 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot Rajoo Engineers Limited

(R. N. DOSHI)

Chairman & Managing Director

(DIN: 00026140)

---

Mar 31, 2013

To, The Members of Rajoo Engineers Ltd.

Manavadar

The Directors are pleased to present their Twenty Sixth Annual Report for the year ended on 31st March, 2013.

Financial Results

Your Company''s performance for the year ended on 31st March, 2013 is summarized as under:

(Rs. in lacs) Particulars For the year ended on For the year ended on 31st March, 2013 31st March, 2012

Sales & other income 9093.23 7895.58

Profit before interest & depreciation 551.21 718.05

Less :

- Depreciation 158.87 158.93

- Interest 138.53 155.79

Net profit before taxation 253.81 403.33

Less :

- Taxation 71.00 105.20

- Wealth Tax 0.43 0.41

- Deferred tax 13.05 18.52

Net profit after taxation 169.33 279.19

Add : Profit & loss account balance brought forward 1306.21 1194.77

Add : Prior Year''s Adjustment 7.90 0.00

Amount available for appropriation 1483.44 1473.96

Proposed Dividend 81.24 102.82

Dividend tax 13.81 16.68

Transfer to General Reserve 16.93 48.25

Balance carried to Balance sheet 1371.46 1306.21

Performance Review

During the year under Report, your Company has achieved domestic sales of Rs. 5662.16 lacs as against Rs. 3529.65 lacs during previous fiscal. Export sales have decreased to Rs. 3282.85 lacs from Rs. 4131.62 lacs of previous year. The aggregate sales and other income have increased by 15.17% to Rs. 9093.23 lacs from Rs. 7895.58 lacs of previous year 2011-12. The net profit of the Company has decreased to Rs. 169.33 lacs down by 39.35% against previous year. This is mainly due to fluctuation in foreign exchange rates on unexpected import of input/materials. Our major imports are in EURO and US Dollar. However, the management has already started to implement various measures including plan import and cover foreign remittances to reduce costs and improve realization as well as addition of new product line to increase, both the top line and bottom line.

Dividend

The Board of Directors is pleased to recommend a dividend of Re.0.14 per share (i.e. 14%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting.

Merger

Members are aware that the Company had initiated process of merger of three private limited Companies, Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and Vishwakarma Fabricators Pvt. Ltd. (Transferor Companies) with Rajoo Engineers Ltd (Transferee Company). During the year under Report, the Hon''ble High Court of Gujarat has sanctioned the Scheme of Arrangement vide its Order dated 30th November, 2012. The Orders have already been filed by respective Transferor Company and Transferee Company with the Registrar of Companies, Gujarat, and scheme has now came into effect.

Before merger, all three private limited Companies were manufacturing flat sheet dies, extruders, fabrication structure, multilayer dies, screen changers, take-off assembly, roll stack assembly, air rings, calibration baskets, and winder assembly to be used for plastic processing machineries. Rajoo will be able to cater all such parts & components in-house through manufacturing facilities present in three private limited companies. This will also help REL to lower its operational costs such as cost of raw material, cost of labour, and cost of other manufacturing & administrative expenses. This synergy will result in common utilization of resources of all four Companies such as administration and production facilities, marketing outlets, efficient workforce, management skills, liquidity etc.

Allotment Of Shares

Consequent to merger, the Company has made allotment of 2,13,10,000 equity shares Re. 1/- each aggregating to Rs. 2,13,10,000/- to the shareholders of Transferor Companies on 28th May, 2013. Now, the paid up share capital of the Company stands at Rs.5,80,30,750/- divided into 5,80,30,750 equity shares of Re. 1/- each.

Board''s Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and all others associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr. Rajesh N. Doshi, Chairman & Managing Director, Mr. Mahasukh Mehta, Independent Director and Mr. Ramesh Shah, Independent Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Brief resume of these Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

Auditors

M/s. M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Cost Auditor

The Board of Directors pursuant to the Notification No. GSR 430 (E) dated 3rd June, 2011 issued by the Central Government under Section 233B of the Companies Act, 1956 (the Act) have appointed M/s. Shailesh Thaker & Associates as the Cost Auditors of the Company for the financial year ending on March 31, 2013 to carry out a Cost Audit of the cost accounting records maintained by your Company.

Compliance Certificate

Compliance Certificate as per proviso to Sec 383A of the Companies Act, 1956 is obtained from D. Panchamia & Associates, Practising Company Secretary.

Particulars Of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum [ in terms of the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011, as notified by the Ministry of Corporate Affairs (MCA) read with clarification of the MCA issued on 3rd May, 2011]

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out by M/s. M N Manvar & Co, Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your Directors express their appreciation for the assistance and co-operation received from the share-holders, customers, bankers, government authorities, stock exchanges, suppliers, agents and business associates at various levels during the year under review. Your Directors also wish to place on record their appreciation for the committed and dedicated services of company''s executives, staff and workmen.

Date: 29/05/2013 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot (R. N. DOSHI)

Chairman & Managing Director

---

Mar 31, 2012

To, The Members of, Rajoo Engineers Ltd. Manavadar

The Directors are pleased to present their Twenty Fifth Annual Report for the year ended on 31st March, 2012,

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March, 2012 is summarized as under:

(Rs. in lacs)

Particulars For the year ended on For the year ended on 31st March, 2012 31st March, 2011

Sales & other income 7951.44 7786.81

Profit before interest & depreciation 672.37 817.30

Less :

- Depreciation 159.68 163.07

- Interest 109.36 91.97

Net profit before taxation 403.33 562.25

Less :

- Taxation 105.20 155.27

- Wealth Tax 0.41 0.49

- Deferred tax 18.52 36.92

Net profit after taxation 279.19 369.57

Add : Profit & loss account balance brought forward 1194.77 975.09

Amount available for appropriation 1473.96 1344.66

Proposed Dividend 102.82 102.81

Dividend tax 16.68 17.08

Transfer to General Reserve 48.25 30.00

Balance carried to Balance sheet 1306.21 1194.77

Performance Review:

During the year under Report, your Company has achieved domestic sales of Rs. 3529.65 lacs against Rs. 4419.05 lacs during previous fiscal. However, export sales have increased to Rs. 4131.62 lacs from Rs. 3090.16 lacs of previous year. The aggregate sales and other income have marginally increased to Rs. 7951.44 lacs from Rs. 7786.81 lacs of previous year 2010-11. The net profit of the Company is decreased to Rs. 279.19 lacs down by 24.45% against previous year. The main reasons behind the decrease in profitability are increase in interest cost, reduction in realization due to competitive environment, labour charges and also due to loss from discontinuing operations of Wonderpack Division, Nashik . However, the management has already started to implement various measures to reduce costs as well as addition of new product line to increase profitability.

Dividend

The Board of Directors is pleased to recommend a dividend of Re.0.28 per share (i.e. 28%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting,

Merger

During the year under review, the Company had initiated the process of merger of three private limited Companies, viz., Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and Vishwakarma Fabricators Pvt. Ltd.(transferor Companies) with the Company. The Board of Directors of the Company has passed Resolution for approval of scheme of Merger. Subsequently, the Company has applied to the Bombay Stock Exchange Ltd (BSE), where shares of the Company are listed for approval of scheme of Merger in terms of Clause 24(f) of the Listing Agreement. The BSE has granted the approval to the Scheme vide letter No. DSC/AMAL/SR/24(f)/269/2010-11 dtd. 9th June, 2010, and subsequently, the Company has filed the merger application with the Hon'ble High Court of Gujarat. Upon instructions of the Court, the meetings of the Shareholders, Secured Creditors & Unsecured creditors of the Company were held on 7th September, 2010 and they have approved the scheme of merger. Subsequent to the Meetings, the Company has filed petition with the High Court of Gujarat and as on date of this report, the matter is pending with the Court.

Members are aware that Rajoo has a successful history of 25 years in the field of production of plastic processing machineries. Rajoo has strong marketing network spread across the country as well as marketing tie-ups in foreign countries.

All three private limited Companies are manufacturing dies, extruders, fabricated parts, die assembly, screen changers, take-off assembly, roll stack assembly, air rings, calibration baskets, and winder assembly to be used for plastic processing machineries.

Hence, after merger, Rajoo will be able to cater all such parts & components in-house through manufacturing facilities present in three private limited companies. Further, the post-merger synergy will help REL to bargain at various cost centers such as cost of raw material, cost of labour, and cost of other manufacturing & administrative expenses. The merger will also result in common utilization of resources of all four Companies such as administration and production facilities, marketing outlets, efficient workforce, management skills, liquidity etc.

In turn, the profitability of Rajoo is expected to be increased, and stakeholders of Rajoo will get benefit from growing profitability & higher efficiency.

Board's Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and all others associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr. Sunil Jain, Mr. Amit R. Shah and Mr. Kishor R. Doshi, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resume of these Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board,

Auditors

M/s. M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Particulars Of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum [ in terms of the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011, as notified by the Ministry of Corporate Affairs (MCA) read with clarification of the MCA issued on 3rd May, 2011]

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out by M/s. M N Manvar & Co, Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your directors express their appreciation for the assistance and co-operation received from the share-holders, customers, bankers, government authorities, stock exchanges, suppliers, agents and business associates at various levels during the year under review. Your directors also wish to place on record their appreciation for the committed and dedicated services of company's executives, staff and workman

Date: 29/05/2012 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot

C. N. DOSHI

Chairman

---

Mar 31, 2011

The Members,

The Directors are pleased to present their Twenty Fourth Annual Report for the year ended on 31st March, 2011.

Financial Results:

Your Company's performance for the year ended on 31st March, 2011 is summarized as under:

(Rs. in lacs)

Particulars For the year ended on For the year ended on 31st March, 2011 31st March, 2010

Sales & other income 7786.81 7424.09

Profit before interest & depreciation 817.30 781.16

Less :

- Depreciation 163.07 117.37

- Interest 91.97 (17.67)

Net profit before taxation 562.25 681.46

Less :

- Taxation 155.27 192.28

- Wealth Tax 0.49 0.63

- Deferred tax 36.92 42.13

- Dividend tax 17.08 16.37

Net profit after taxation 352.49 430.05

Add : Profit & loss account balance brought forward 975.09 671.39

Amount available for appropriation 1327.58 1101.44 Proposed Dividend 102.81 96.35

Transfer to General Reserve 30.00 30.00

Balance carried to Balance sheet 1194.77 975.09

Performance Review

During the year under Report, your Company has achieved domestic sales of Rs. 4419.05 lacs against Rs.5572.52 lacs during previous fiscal. However, export sales have increased to Rs. 3090.16 lacs from Rs.1765.69 lacs in the previous year. The aggregate sales have marginally increased to Rs. 7786.81 lacs from Rs. 7424.09 lacs of previous year 2009-10. The net profit of the Company is decreased to Rs. 352.49 lacs down by 18% against previous year. The main reasons behind the decrease in profitability are increase in interest cost, business development expenses, and depreciation cost. However, the management has already started to implement various measures to reduce costs to increase profitability.

Dividend

The Board of Directors are pleased to recommend a dividend of Re.0.28 per share (i.e. 28 % ) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting.

Increase In Authorised Share Capital

Members are aware that the present authorised share capital of the Company is Rs. 5 crores and the paid up share capital of the Company is Rs. 3.67 crores. The Company is planning for expansion as well as takeover /acquisition of few businesses/companies. In this connection, the Company will require funds in various forms, including share capital and as such the Board of Directors of the Company thinks that the present authorised share capital of the Company is not sufficient to meet the future requirements of fresh induction of share capital in the Company. Further, Members are aware that the Company has filed petition with the Hon 'ble High Court of Gujarat for merger of Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and

Vishwakarma Fabricators Pvt. Ltd, with the Company, and consequent to the merger, the Company has to issue 2,13,10,000 equity shares of Re. 1/- each to shareholders of transferor companies. Hence, it is proposed to increase the authorised share capital of the Company from Rs. 5,00,00,000 to Rs. 7,00,00,000. Consequently, Clause V of the Memorandum of Association of the Company also required to be altered to give effect of increased share capital.

Members are requested to pass the Resolution as an ordinary resolution. None of the Directors, is interested in this Resolution

Merger

During the year under review, the Company had initiated the process of merger of three private limited Companies, viz., Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and Vishwakarma Fabricators Pvt. Ltd.(transferor Companies) with the Company. The Board of Directors of the Company has passed Resolution for approval of scheme of Merger. Subsequently, the Company has applied to the Bombay Stock Exchange Ltd (BSE), where shares of the Company are listed for approval of scheme of Merger in terms of Clause 24(f) of the Listing Agreement. The BSE has granted the approval to the Scheme vide letter No. DSC dtd. DSC/AMAL/SR/24(f)/269/2010-11 dtd. 9th June, 2010, and subsequently, the Company has filed Company Application with the Hon'ble High Court of Gujarat. Upon instructions of the Court, the meetings of the Shareholders, Secured Creditors & Unsecured creditors of the Company were held on 7th September, 2010 and they have approved the scheme of merger. Subsequent to the Meetings, the Company has filed petition with the High Court of Gujarat and as on date of this Report, the matter is pending with the Court.

Members are aware that Rajoo has successful history of more than 24 years in the field of production of plastic processing machineries. Rajoo has strong marketing network spread across the country as well as marketing tie-ups in foreign countries.

All three private limited Companies are manufacturing dies, extruders, fabricated parts, die assembly, screen changers, take- off assembly, roll stack assembly, air rings, calibration baskets, and winder assembly to be used for plastic processing machineries.

Hence, post-merger, Rajoo will be able to cater all such parts & components indigenously through manufacturing facilities present in three private limited companies. Further, the post-merger synergy will help REL to bargain at various cost centers such as cost of raw material, cost of labour, cost of other manufacturing & administrative expenses. The merger will also result in combination of resources of all four Companies such as production facilities, marketing outlets, efficient workforce, management skills, liquidity etc.

In turn, the profitability of Rajoo is expected to be increased, and stakeholders of Rajoo will get benefit from growing profitability & higher efficiency.

Board's Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and all others associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr. Ramesh Shah, Mr. Mahasukh Mehta and Mrs Prabhaben Vaja, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resume of these Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

Auditors

M/s. M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Particulars Of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum [ in terms of the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011, as notified by the Ministry of Corporate Affairs (MCA) read with clarification of the MCA issued on 3rd May, 2011]

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out by M/s. M N Manvar & Co, Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your directors express their appreciation for the assistance and co-operation received from the share-holders, bankers, government authorities, stock exchanges, customers, suppliers, agents and business associates at various levels during the year under review. Your directors also wish to place on record their appreciation for the committed and dedicated services of company's executives, staff and workman.

Date: 30/05/2011 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot

C. N. DOSHI Chairman

---

Mar 31, 2010

The Directors are pleased to present their Twenty Thired Annual Report for the year ended on 31st March, 2010.

Financial Results

Your Companys performance for the year ended on 31st March, 2010 is summarized as under:



(Rs, in lacs)

Particulars For the year ended on For the year ended on

31st March, 2010 31st March, 2009

Sales & other income 7432.09 4777.51

Profit before interest &

depreciation 781,15 580.86

Less ;

-Depreciation 117.37 80.31

-interest (17.67) 48,11

Net profit before taxation 681.45 482.44

Less :

-Taxation 192.28 168.49

- Wealth Tax 0.63 0.47

- Fringe benefit tax - 6,96

- Deferred tax 42.13 5,53

-Dividend tax 16,37 12,57

Net profit after

taxation 430.05 258.43

Add: Profit & loss account

balance brought forward 671.39 516,91

Amount available for

appropriation 1101,44 775.34

Proposed Dividend 96,35 73,94

Transfer to General Reserve 30,00 30,00

Balance carried to Balance sheet 975.09 671.39



Performance Review

During the year under Report your Company has achieved aggregate Sales to Rs. 7432.09 lac from Rs, 4777,51 lac in the previous year showing 56% rise. Domestic sales has increased to Rs 5576.70 lacs from Rs.2446.43 lacs during previous year showing 228% rise. The net profit of the Company has also increased to Rs, 430.05 lacs showing 66% rise as compared to previous year. Your Company has successfully implemented various cost reduction measures during the year.

Dividend

The Board of Directors are pleased to recommend a dividend of 28% (Rs, 0.28 per equity snare of Rs. 1 /-) on the paid up share capita! of the Company, subject to approval of members In the ensuing Annua! General Meeting,

The total dividend payment amounts to Rs, 112.72 lacs (including Dividend lax of Rs, 16.37 lacs). If approved as stated, the final dividend will be paid to the shareholders whose names appear: -(alas Beneficial Owners as at the close of 10" August 2010, as per the list to be furnished by the Depositories in respect of shares held in the Electronic Form, and |b) as Members in the Register of Members of the Company as on 11 th August, 2010, after giving effect to all valid share transfers in physical form

Boards Responsibility Statement

In pursuance of Section 21 7(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other Irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and authorized dealers and ail other associated with our Company Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr, C N Doshi, Mr. R N Doshi &. Mr, Khimjibhai Aghera, Directors are liable to retire by rotation and being eligible offer themselves for reappointment, Brief Resumes of Directors are attached with Notice of the AGM. Members are requested to reappoint the Directors, The Board of Directors of the Company appointed Mr. Amif R, Shah, as an Additional Director as well as Wholefime Director of the Company with effect from 1st July, 2010, pursuant to section 260 of the Act read with provisions of the Articles oi Association of the Company, Under section 260 of the Company Act, Mr.Amit Shah ceases to hold office at this Annual General Meeting but is eligible for appointment as a Director. A notice under section 257 of Act has been received from a Member signifying his intention to propose his appointment as a Director.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings, REL has been adhering to the corporate governance principles & practices since long, Your Company is regularly submitting its Corporate Governance Reports to slock exchanges where shares are listed, A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principies, obtained from M/s M N Man var & Co,, Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

Auditors

M/s.M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s, M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1 8) of the Companies Act, 1956.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. M N Manvar & Co. Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your directors express their appreciation for the assistance and co-operation received from the share-holders, bankers, government authorities, stock exchanges, customers, suppliers, agents and business associates at various levels during the year under review, Your directors also wish to place on record their appreciation for the committed and dedicated services of companys executives, staff and workman.

Date : 31/05/2010 For and on behalf of the

Board of Directors

Place : Veraval

(Shapar), Rajkot

C. N. DOSHI

Chairman