Directors Report of RR Financial Consultants Ltd.

Mar 31, 2024

The Board of Directors has the pleasure of presenting the 37^th Annual Report of the company together
with the Audited Statement of Accounts, Auditors’ Report and the Report on the business and
operations of the company, for the financial year ended 31^st March 2024.

1. BACKGROUND

RR Financial Consultants Limited (RRFCL) is a Non-Systemically Important Non-Deposit taking Non¬
Banking Financial Company (“NBFC-ND-NSI”), holding a Certificate of Registration dated March
11^th1998, from the Reserve Bank of India (“RBI”).

2. FINANCIAL RESULTS

The results of yours Company’s consolidated financial prudence and business excellence for the period
ended on 31^st March, 2024 are as follows:

(As per IND AS) (All Amount in ''is in Hundred otherwise stated)

PARTICULARS	YEAR ENDED 31-03-2024	YEAR ENDED 31-03-2023
Sales for the year	19,75,065	18,26,283
Other Income	12,125	11,648
Total Income	19,87,190	18,37,931
Total Expenditure	19,21,367	17,73,567
Profit before Taxation	65,823	64,364
Less : Provision for Taxation Current Tax	11,460	9,745
Earlier year Tax	(302)	1,989
Deferred Tax	11,473	(6,775)
Profit after Taxation	43,192	59,406
Other comprehensive income	-	-
Total comprehensive income for the year after tax	43,192	59,406

The Standalone financial results of the Company for the period under review are summarized
below. The previous figures in the financial statements have been regrouped, wherever necessary

(As per IND AS)(Amount in ''Rs. in Hundred)

PARTICULARS	YEAR ENDED 31-03-2024	YEAR ENDED 31-03-2023
Sales for the year	1,05,013.34	77,502.09
Other Income	19.53	110.03
Total Income	1,05,032.87	77,612.12
Total Expenditure	99,456.46	75,853.66
Profit before Taxation	5,576.41	1,758.46
Less : Provision for Taxation Current Tax Earlier year Tax Deferred Tax	1,042.10 0 3,000.00	262.50 304.50 1,064.93
Profit after Taxation	1,534.31	126.53
Other comprehensive income	-	-
Total comprehensive income for the year after tax	1,534.31	126.53

1. BUSINESS PERFORMANCE

The Gross Income of the company during the period under review is'' 1,05,013.34 as compared to
77,502.09 in the previous period. The Company registered a Profit after Tax and Depreciation
amounting''1,543.31 as against Profit of ''126.53 in the previous year. The performance of the Company
during the period under review has been satisfactory.

2. DIVIDEND

Your Directors have considered it financially prudent in the long-term interests of the Company to
reinvest the profits into the business of the Company to build a strong reserve base and grow the
business of the Company. No dividend has therefore been recommended for the year ended March 31,
2023.

3. CLOSURE OF SHARE TRANSFER BOOKS

The Register of Members and the Share Transfer Books of the company will be closed from Saturday,
21^st September 2024 to Friday, 27^th September 2024 (both days inclusive) for the purpose of the 37^th
Annual General Meeting of the Shareholders of the company to be held on 27^th September, 2024.

4. TRANSFER TO RESERVES

The Company proposes to retain the entire amount in the profit and loss account.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statement of the Company for the Financial year 2023-24 are prepared in compliance
with the accounting principles generally accepted in India, including the Indian Accounting Standards

(Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting
Standards) Rule 2015, as amended, and other accounting principal accepted in India and as prescribed
by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Financial
Statement has been prepared on the basis of the audited financial statement of the Company as
approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the
Consolidated Financial Statements along with all relevant documents and Auditors report thereon form
part of this Annual Report. The Financial Statements as stated above are also available on the website
of the Company and can be accessed at the web link www.rrfcl.com

6. MATERIAL CHANGES AND COMMITMENT

There is no material changes affecting the financial position of the Company occurred during the
Financial Year ended as on 31st March, 2024 to which this financial statement relates on the date of
this report.

7. CHANGE OF REGISTERED OFFICE

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

8. SHARE CAPITAL

The issued, subscribed and paid up Equity Share Capital as on 31st March, 2024 was 110607000
.During the year under review the Company has neither issued shares with differential rights as to
dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or
Directors of the Company, under any Scheme. No disclosure is required under Section 67(3) (c) of the
Act, in respect of voting rights not exercised directly by the employees of the Company as the
provisions of the said Section are not applicable.

9. SUBSIDIARY COMPANIES

The Company has Six subsidiaries as on March 31, 2024. There are no associate companies or joint
venture companies within the meaning of Section 2(6) of the Act. There has been no material change in
the nature of the business of the subsidiaries.

R R FINANCIAL CONSULTANTS LIMITED (Holding Company Of Following 6 Subsidiaries)

n

ii

RR Equity Brokers Pvt. Ltd. 100%

RR Insurance Brokers Pvt. Ltd. 100%

RR Investor Capital Services Pvt. Ltd. 75%

Arix Consultants Pvt. Ltd. 100%

RR Infra Estates Pvt. Ltd. 100%

RR Fincap Pvt. Ltd. 100%

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of
financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial
statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents, and separate audited accounts in
respect of subsidiaries, are available on the website of the Company.

As per sec 2 (87) of the Companies Act, 2013 the subsidiaries of subsidiaries of RRFCL are deemed to
be subsidiaries of RRFCL.

Further, for details of subsidiaries of subsidiaries, please refer to the Corporate Governance Report,
which is a part of this report.

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of

companies in the meeting of Board of Directors of R R Financial Consultants Limited. The Audit
Committee of the Company regularly reviews the financials of the subsidiary companies. AOC-1
pursuant to section 129(3) of the act; statement containing the salient features of the financial statement
of subsidiary/associate/joint venture is annexed herewith as (Annexure 1).

10. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE
COMPANY

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report
on highlights of performance of subsidiaries and associates companies and their contribution to the
overall performance of the Company can be referred in form AOC-1 and the Consolidated Financial
Statements of the Company.

11. PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 73
of the Companies Act, 2013 and the Rules made there under during the period under review.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors

During the year, there are some changes took place in the composition of the Board of Directors of
the Company: Please refer to the Corporate Governance Report, which is part of this report.

b) Director coming up for retire by rotation

In accordance with the provisions of the Act, and the Articles of Association of the Company, Ms.
Priyanka Singh retires by rotation and she has shown her willingness to continue her position and
being eligible for re-appointment.

c) Independent Directors

The Independent Director holds office for a fixed term of five years and is not liable to retire by
rotation. In accordance with Section 149(7) of the Act, each Independent Director has given a
written declaration to the Company that he/she meets the criteria of independence as mentioned
under Section 149(6) of the Act and SEBI Regulations.

d) Board Effectiveness

Familiarization Programme for the Independent Director in compliance with the requirements of
SEBI Regulations, the Company has put in place a familiarization programme for the Independent
Directors to familiarize them with their role, rights and responsibility as Directors, the working of the
Company, nature of the industry in which the Company operates, business model etc. The details of
the familiarization programme are explained in Corporate Governance Report. The same is also
available on the website of the Company.

e) Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company
pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under:

Mr. Rajat Prasad	Chairman & Managing Director & CEO
Mr. Shiv Kumar Yadav	Chief Financial Officer
Ms. Kalpana	Company Secretary & Compliance Officer

During the year under review following changes took place in the Board of Directors and Key
Managerial Persons:

i. Mr. Vijay Mohan Malik resigned from the post of Chief Financial Officer w.e.f closure of
business hours of November 30, 2023.

ii. Ms. Suman Negi resigned from the post of Company Secretary of the Company w.e.f
closure of business hours of July 15, 2023.

iii. Ms. Kalpana was appointed as Company Secretary of the Company w.e.f August 23, 2023.

iv. Mr. Shiv Kumar Yadav was appointed as Chief Financial Officer of the Company w.e.f
February 22, 2024.

13. 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 the corporate governance
requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations’).

The performance of the board was evaluated by the board after seeking inputs from all the directors on
the basis of criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of 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 a separate meeting of independent directors, performance
of non-independent directors and the board as a whole 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. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being evaluated.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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 is a part of
this report.

15. BOARD MEETINGS

Sixteen (16) Meetings of the Board were held during the year. For details of meetings of the board,
please refer to the Corporate Governance Report, which is a part of this report.

16. COMMITTEE OF BOARD

a) AUDIT COMMITTEE

During the year Eight (8) Audit Committee meeting were held, the details of which are given in
Corporate Governance Report and maximum gap between the meetings is well within the limits
prescribed under Companies act, 2013 and as per SEBI listing regulations.

b) NOMINATION AND REMUNERATION COMMITTEE

During the year, Five (5)Nominations and Remuneration Committee meeting was held, the details of
which are given in Corporate Governance Report as prescribed under Companies Act, 2013 and
clause 49 of the listing agreement.

c) STAKEHOLDER RELATIONSHIP COMMITTEE

During the year, Ten (10) complaints were registered by stakeholders. However, Four (4)
Stakeholders Relationship Committee meeting was held, and the detail of committee is given in
Corporate Governance Report.

17. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and
the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to
time, and took appropriate measures to minimize the same. The Audit Committee ensures that the
Policy for Risk Management is adopted across the Company in an inclusive manner.

18. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or
by the Practicing Company Secretary in their respective reports.

19. PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledged with any banks or financial
institutions.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board regarding the fulfillment of all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013
and the relevant rules.

21. VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the committee, the genuine
concerns expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimization of employees and Directors who express their concerns.

The Company has also provided direct access to the Chairman of the Audit Committee on reporting
issues concerning the interests of co-employees and the Company.

22. LISTING OF SHARES

Your Company’s shares are listed and are being traded on the Bombay Stock Exchange Limited (BSE).
The Listing Fees for the financial year 2023-24 has been paid.

23. GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ‘Green Initiative’, the Company has effected electronic delivery of Notice of AGM and
Annual Report to those shareholders whose email ids were registered with the respective depository
participants and downloaded from the depositories viz. National Securities Depository Limited/Central
Depository Services (India) Limited. The Companies Act, 2013 and the underlying rules as well as
Clause 32 of the listing agreement permit the dissemination of financial statements in electronic mode
to the shareholders. Your directors are thankful to the shareholders for actively participating in the
green initiative and seek your continued support for implementation of the green initiative.

24. 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:

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

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 financial year and of the profit of the Company for
that period;

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

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors and
external consultants, including the audit of internal financial controls over financial reporting by the
statutory auditors, 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 FY 2023-24.

25. HUMAN RESOURCES

The well disciplined workforce which has served the company for three decades lies at the very
foundation of the company’s major achievements and shall well continue for the years to come. The
management has always carried out systematic appraisal of performance. The company has always
recognized talent and has judiciously followed the principle of rewarding performance.

26. BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every
industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing
agreement the Board members were informed about risk assessment and minimization procedures
after which the Board formally adopted steps for framing, implementing and monitoring the risk
management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote
a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order
to achieve the key objective, the policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues. In today’s challenging and competitive
environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company
are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

27. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputation are among the
primary determinants of value to the shareholder. The organizational vision is founded on the principles
of good governance and by the resolve to be a customer-centric organization which motivates the
Company’s Management to be aligned to deliver leading-edge building products backed with
dependable after sales services.

Your Company is committed to creating and maximizing long term value for shareholder and essentially
follows a four pronged approach to achieve this end.

a) By increasing all round operational efficiency,

b) By identifying strategies that enhance its competitive advantage,

c) By managing risks and pursuing opportunities for profitable growth,

d) By cementing relationships with other important stakeholder groups through meaningful
engagement processes and mutually rewarding associations that enable it to create positive
impacts on the economic, societal and environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the shareholder
and investor of receiving transparent and unfettered information on the Company’s performance.

28. INTERNAL CONTROL SYSTEMS

a) Internal Control System and their adequacy

The Company has in place well defined and adequate internal controls commensurate with the size
of the Company and the same were operating effectively throughout the year. The Company has an
Internal Audit (IA) function. The scope and authority of the Internal Audit function is defined in the
Internal Audit Charter. To maintain its objectives and independence, the IA function reports to the
Chairman of the Audit Committee of the Board.

The Internal Auditor evaluates the efficiency and adequacy of internal control system, its compliance
with operating systems and policies of the Company and accounting procedures at all locations of
the Company. Based on the report of Internal Auditor, process owners undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.

b) Internal Controls Over Financial Reporting

The Company has in place adequate internal financial controls commensurate with the size, scale
and complexity of its operations. During the year, such controls were tested and no reportable
material weakness in the design or operations were observed. The Company has policies and
procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. The Company has
adopted accounting policies which are in line with the Accounting Standards and the Act. These are
in accordance with generally accepted accounting principles in India. Changes in policies, if
required, are made in consultation with the Auditors and are approved by the Audit Committee. The
Company has a robust financial closure, certification mechanism for certifying adherence to various
accounting policies, accounting hygiene and accuracy of provisions and other estimates.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part
of the notes to the financial statements provided in this Annual Report.

30. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the
going concern status and Company’s operations in future.

31. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134 of the Companies Act, 2013 read with the allied Rules,
the Annual Return of the Company for Financial Year ended March 31, 2024 will be available on the
website of the Company i.e. www.rrfcl.com.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All related party transactions that were entered during the financial year were in the ordinary course of
business and were on arms length basis. There were no material related party transactions entered by
the Company with Directors, KMPs or other persons which may have a potential conflict with the
interest of the Company.

All related party transactions, wherever applicable, are placed before the Audit Committee. The
quarterly disclosures of transactions with related parties are made to the Audit Committee.

The policy on materiality of Related Party Transactions and also on dealing with Related Party
Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the
website of the Company in compliance with Section 134(3) of the Companies Act, 2013, particulars of
contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
are enclosed, in the Form AOC-2, as a part of this report (Annexure-3)

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

Particular in respect of Conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo under Section 134(3) (m) of the Companies Act, 2013, read with rule 8(3) of the Companies
(Accounts) Rules, 2014 is given as per Annexure-4 of this report.

34. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and
other particulars of employees are set out in the annexure to the Directors Report and forms part of this
report. The ratio of the remuneration of each director to the median employees remuneration and other
details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report
as (Annexure-5).

35. FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2023-24 within the meaning of Section
73 of the Companies Act, 2013 and the rules made there under.

36. AUDITORS

a) STATUTORY AUDITORS

M/s G.C. Agarwal & Associates, Chartered Accountants, Delhi (FRN: 017851N) was re-appointed
as Chartered Accountants with approval of shareholders in 36^th Annual General Meeting held on
September 28, 2023 till the conclusion of AGM going to be held in the year 2028.

There is no qualification, reservations or adverse remark in Statutory Auditor’s report. The
observations of Statutory Auditor in their Report read with relevant notes to Accounts are self¬
explanatory and therefore, do not require any further explanation.

b) SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Mr. Sudhir
Arya, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the
Secretarial Audit of the Company for FY 2023-2024. The Report of Secretarial Auditor (Form MR-3)
for the FY 2023-2024 is annexed to the report as (Annexure-6).

Secretarial Audit Report of Material Subsidiary (ies) of the Company is enclosed herewith in
(Annexure-6).

37. AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditor’s report and the secretarial audit report do not contain any qualifications,
reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

38. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of any fraud reported by the Statutory Auditors of the Company in
pursuance of Section 143(12) of the Companies Act, 2013.

39. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic
environment surrounding your company is enclosed as a part of the Annual Report.

40. PREVENTION OF SEXUAL HARASSMENT PREVENTION OF SEXUAL HARASSMENT

Your Company has framed ‘Anti - Sexual Harassment Policy’ at workplace and has constituted an
Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. No
complaints with allegations of any sexual harassment were reported during the year under review.

41. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to
the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate
governance, where investor and public confidence in companies is no longer based strictly on financial
performance or products and services but on a company’s structure, its Board of Directors, its policies
and guidelines, its culture and the behavior of not only its officers and directors, but also all of its
employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our
corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not
just those required by government, but also those we impose on ourselves to meet the highest possible
standards.

We continually discuss bylaws and governance practices, changing our policies when necessary and
pointing out areas where we need to improve our performance. We also compare our practices to the
criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company, as stipulated under
regulation 34(3) and 53(f) read with schedule V of Securities and Exchange Board of India (Listing

obligations and Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure to this report.
The report on Corporate Governance also contains certain disclosures required under the Companies
Act, 2013.

A certificate from G.C. Agarwal & Associates, Chartered Accountants regarding compliance with the
conditions of Corporate Governance as stipulated under schedule V of Securities and Exchange Board
of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is attached to the
Corporate Governance Report.

42. OTHER STATUTORY DISCLOSURES

During the year under review, there were no transaction requiring disclosure or reporting in respect of
matters relating to:

a) Details relating to deposits covered under Chapter V of the Act. The Company had no
outstanding, unpaid or unclaimed public deposits during the FY 2024;

b) Maintenance of cost records under sub-section (1) of Section 148 of the Act is not applicable to
the Company;

c) Issue of equity shares with differential rights as to dividend, voting or otherwise;

d) Issue of Sweat Equity shares;

e) Any remuneration or commission to the Wholetime Director of the Company from the
subsidiaries of the Company;

f) No significant and material orders passed by the Regulators/Courts/Tribunals which impact the
going concern status and Company’s operations in future;

g) No change in the nature of the business of the Company;

h) No application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016; and

i) No instance of any one-time settlement with any Banks or Financial Institutions.

There have been no material changes and commitment, affecting the financial position of the Company
which occurred between the end of the financial year 2023-24 till the date of this Report, other than
those already mentioned in this Report.

43. Details relating to deposits covered under Chapter V of the Act. The Company had no outstanding,
unpaid or unclaimed public deposits during the FY 2023-24;

44. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)
issued by The Institute of Company Secretaries of India (ICSI).

45. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate
thereon, and the Management Discussion and Analysis are attached, which forms part of this report.

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

CAUTIONARY NOTE

Certain statements in the Management Discussion and Analysis section may be forward-looking and
are stated as required by applicable laws and regulations. Many factors may affect the actual results,
which would be different from what the Directors envisage in terms of the future performance and
outlook. Investors are cautioned that this discussion contains forward looking statement that involve
risks and uncertainties including, but not limited to, risks inherent in the Company’s growth strategy,
dependence on certain businesses, dependence on availability of qualified and trained manpower and
other factors discussed. The discussion and analysis should be read in conjunction with the Company’s
financial statements and notes on accounts.

APPRECIATION

The Directors thank the Company''s employees, customers, vendors, investors, and academic partners
for their continuous support. The Directors also thank the Government of India, governments of various
states in India, and concerned government departments and agencies for their co-operation.

Directors appreciate and value the contribution made by every member of the RR family.

For and on behalf of the Board

Sd/- Sd/-

Priyanka Singh Rajat Prasad

Director Managing Director

DIN: 05343056 DIN: 00062612

Date: 04.09.2024
Place: New Delhi

---

Jun 30, 2015

Dear Members,

Your Directors take pleasure in presenting the Twenty Eighth Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2015 along with the Audited Accounts, Auditor's Report for the year ending 30th June, 2015.

I) FINANCIAL RESULTS

(i) The results of your Company's consolidated financial prudence and business excellence for the period ended on 30th June, 2015 are as follows:

(in lacs)

PARTICULARS YEAR ENDED YEAR ENDED 30.06.2015 30.06.2014

Sales for the year 424703484.00 704348935.00

Other Income 15473980.00 14300264.00

Total Income 440177464.00 718649199

Profit before Financial Expenses, Preliminary expenses, Depreciation (42289626) (26924562) and Taxation

Less: Financial expenses 31003615 14630837

Operating profit before Preliminary expenses, Depreciation & Taxation (73293241) (41555399)

Less: Depreciation & Preliminary expenses written off 3917410 7408605

Profit before Taxation (77210651) (48964004)

Less : Provision for Taxation

Current Tax 200000 2000000

Earlier year Tax 3533827 3223824

Deferred Tax (583939) (677248)

Profit after Taxation (80360539) (53510580)

Add: Charge pursuant to the adoption of revised Schedule II - -

Add: Charge on account of transitional provisions under AS 15 - -

Add: Balance brought forward - -

Profit available for appropriation (80360539) (53510580)

(ii) The Standalone financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary

(In Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 30.06.2015 30.06.2014

Sales for the year 8288782.52 26887434.77

Other Income 1617827.93 54667.00

Total Income 9906610.45 26942101.77

Profit before Financial Expenses, Preliminary expenses, Depreciation (16447693 29) 1749088 45

and Taxation

Less: Financial expenses 11289.00 36414.17

Operating profit before Preliminary expenses, Depreciation (16458982 29) 1712674 28 & Taxation

Less: Depreciation & Preliminary expenses written off 624898.00 1665292.00

Profit before Taxation (17083880.29) 47382.28

Less : Provision for Taxation

Current Tax - -

Earlier year Tax 996773.74 -

Deferred Tax - -

Profit after Taxation (18080654.03) 47382.28 Add: Charge pursuant to the adoption of revised Schedule II - -

Add: Charge on account of transitional provisions under AS 15 - -

Add: Balance brought forward - -

Profit available for appropriation (18080654.03) 47382.28

2) BUSINESS PERFORMANCE

The Gross Income of the company during the period under review is Rs 9906610.45 as compared to Rs. 26942101.77 in the previous period. The Company registered a loss after Tax and Depreciation amounting Rs.18080654.03 as against profit of Rs.47382.28 in the previous year. The performance of the Company during the period under review has been satisfactory.

3) DIVIDEND

No Dividend was declared in the current Financial Year due to Loss incurred by the Company.

4) SHARE CAPITAL

The issued, subscribed and paid up Equity Share Capital as on 30th June, 2015 was Rs.110007000. During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise, nor has issued sweat equity. As on 30TH June, 2015, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

5) SUBSIDIARY COMPANIES

As on 30.0B.20I5, RR Financial Consultants Limited has six subsidiary companies. The names of the subsidiaries along with the Percentage of Holding company in these Subsidiary Companies is given as below:-

Name of the Companies % nf Holding

RR Equity Brokers Private Limited 100%

RR Insurance Brokers Private Limited 100%

RR Investor Capital Services Private Limited 66.66%

Arix Consultants Private Limited 100%

RR Infra Estates Private Limited 100%

RR Fincap Private Limited 100%

RR Equity Brokers Private Limited has 5 subsidiaries i.e. RR Commodity Brokers Private Limited, RR Information and Investment Research Private Limited, RR Investor Retail services Private Limited, RR IT Solutions Private Limited and RR Investor Distribution Company Private Limited.

RR Investor capital services Private Limited has 1 subsidiary i.e. RR Investor securities Trading Private Limited.

RR Infra Estates Private Limited has 3 subsidiaries i.e. RR Land Estates Private Limited, Lakshminarayan Infra Estates Private Limited & Priya Darshan Real Estates Private Limited.

As per sec 2 (87) of The Companies act, 2013 the subsidiaries of subsidiaries of RRFC are deemed to be subsidiaries of RRFC.

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

6) PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under during the period under review.

7) DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Raghunandan Prasad was the Chairman, Non-Executive Director of the Company from 15.06.1990 to 07.12.2014. The Board of Directors deeply mourns the sudden death of the Chairman, Mr. Raghunandan Prasad on 07th December, 2014 at Delhi. The Company acknowledged his experience, contribution to the business, personal support to his colleagues, and level of respect in which he had within the company. The Board and executive team of the Company wish to convey their sincerest condolences to his family. He will be sadly missed by RR Group.

Mr. Rajat Prasad - Executive Director & Managing Director

Ms. Ritu Prasad - Non Executive Women Director w,e.f. 07th December, 2014

Mr. Mahesh Chandra is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re- appointment. Your Directors recommend his re - appointment for your approval.

Ms. Deepti Grover - Ceased to be Company secretary w.e.f 30th Sepember, 2015

Ms. Farha Naaz -Appointed as Company secretary w.e.f 19th October, 2015

7.1 BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

7.2 REMUNERATION POLICY

Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

8. BOARD MEETINGS

During the year Thirteen (13) Board meeting were held, the details of which are given in Corporate Governance Report and maximum gap between the meeting is well within the limits prescribed under Companies act, 2013 and clause 49 of the listing agreement.

9. COMMITTEE OF BOARD

9.1 AUDIT COMMITTEE

During the year Four (4) Audit Committee meeting were held, the details of which are given in Corporate Governance Report and maximum gap between the meetings is well within the limits prescribed under Companies act, 2013 and clause 49 of the listing agreement.

9.2 NOMINATION AND REMUNERATION COMMITTEE

During the year no Nomination and Remuneration Committee meeting were held, the details of which are given in Corporate Governance Report and maximum gap between the meetings is well within the limits prescribed under Companies act, 2013 and clause 49 of the listing agreement.

9.3 STAKEHOLDER RELATIONSHIP COMMITTEE

During the year no complain was registered by stakeholders so no Committee meeting was held, the detail of committee are given in Corporate Governance Report.

9.4 RISK AND STRATEGY COMMITTEE

During the year no Risk and Stategy Committee meeting were held, the details of which are given in Corporate Governance Report and maximum gap between the meetings is well within the limits prescribed under Companies act, 2013 and clause 49 of the listing agreement

10. PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledged with any banks or financial institutions.

11. DISCLOSURES UNDER THE COMPANIES ACT, 2013

11.1. Section 134 (3) (i): No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

11.2. Section 43 (a) (ii): The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

11.3. Section 54 (1) (d): The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

11.4. Section 62 (1) (b): The Company has ESOP during the year under review and hence no information as per provisions of Section Section 62 (1) (b) is furnished.

12. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Mahesh Chandra an independent Director on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, he fulfills the conditions specified in section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as IDs of the Company.

13. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Agreement is implemented through the Company's Whistle Blower Policy to enable the Directors and employees of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

14. LISTING GN STOCK EXCHANGES

The shares of the company are listed with Bombay Stock Exchange. With the wide and extensive network of Bombay Stock Exchange, the investors have access to online dealings in the company's equity shares across the country. The company is in process of delisting of its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

15. GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the 'Green Initiative', the Company has effected electronic delivery of Notice of AGM and AR to those shareholders whose email ids were registered with the respective depository participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The Companies Act, 2013 and the underlying rules as well as Clause 32 of the listing agreement permit the dissemination of financial statements in electronic mode to the shareholders. Your directors are thankful to the shareholders for actively participating in the green initiative and seek your continued support for implementation of the green initiative.

16. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended June 30, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2015 and of the profit of the Company for the year ended on that date;

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

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. CONTRACTS DR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year ware in the Ordinary Course of Business and on Arm's Length basis. 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 to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is applicable and attached in this report.

18. HUMAN RESOURCES

The well disciplined workforce which has served the company for two decades lies at the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

19. BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challe nging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the notes to the financial statements provided in this Annual Report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 4".

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable.

25. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has one Executive Director to whom the Remuneration of Rs. 9,60,000 has been paid during the year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year - One

b) Employed for part of the year - Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company

26. FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2014- 15 within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

27. AUDITORS

27.1 STATUTORY AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointed as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from Sandeep Ramesh Gupta & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Companies Act, 2013. The Members are requested to ratify the appointment of the Statutory Auditors as aforesaid and fix their remuneration. The Audito rs' Report does not contain any qualification, reservation or adverse remark.

27.2 SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sudhir Arya, Practicing Company Secretary to undertake the Secretarial Audit of the Company. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as Annexure B, a Secretarial Audit Report given by the Secretarial Auditor. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

28. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

29. CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Practicing Comp any Secretary confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report pursuant to clause 49 of the Listing Agreements.

30. CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

31. ACKNOWLEDGEMENTS

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers, and Agencies, and Business Associates for having extended their continued support.

Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance.

Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

ON BEHALF OF THE BOARD OF DIRECTORS



RITU PRASAD RAJAT PRASAD DIRECTOR MANAGING DIRECTOR DIN: 02341947 DIN: 00062612

Place : New Delhi Date : 05.12.2015

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Jun 30, 2014

THE MEMBERS,

RR FINANCIAL CONSULTANTS LIMITED

The Directors take pleasure in presenting the Twenty Seventh Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2014 along with the Audited Accounts, Auditor''s Report for the year ending 30th1 June, 2014.

FINANCIAL RESULTS

(1) A quick Glance on the financial achievements of the Company and its Subsidiaries for the year 2013-14 (Amount in Rs) Profit before Name of the Companies Revenue Depreciation, Subsidiaries as on Amortisation 30th June 2014) and Tax

RR Financial 26,942,101.77 1,712,674.28 Consultants Limited (Holding Company)

RR Equity Brokers 224,824,864.94 7,708,655.14 31.03.2014) Private Limited (ason

RR Insurance 52,004,940.16 822,759.42 Brokers Private Limited(ason 31.03.2014)

RR Investor Capital 170,314,863.83 (5,314,419.08) Services Private Limited

Arix Consultants Nil (2000.00) Private Limited

RR Infra Estates Nil (5,868,006.92) Private Limited

RR Fincap 1,888,546.00 202,508.34 Private Limited

Nmae of the Companies Profit after Tax

RR Financial 47382.28 Consultants Limited (Holding Company)

RR Equity Brokers 3,171,241.72 31.03.2014) Private Limited (ason

RR Insurance (25,983,248.58) Brokers Private Limited(ason 31.03.2014)

RR Investor Capital (28,865,286.08) Services Private Limited

Arix Consultants (2551.00) Private Limited

RR Infra Estates (5,941,976.92) Private Limited

RR Fincap 18,495.34 Private Limited

(2) The Standalone financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary

(Rs in lacs) Particulars As on 30 June 2014 As on 30 June 2013

Gross Income 269.42 219.35 Profit/Loss before Dep. Amortisation & 17.13 (27.65) Tax

Depreciation & Amortisation 16.65 24.30

Provision for Taxation NIL 15.03

Profit after Tax 0.473 (66.99)

Balance Brought Forward 2296.45 2363.44

Profit available for appropriation 2296.91 2296.45

Transfer to General Reserve NIL NIL

Dividend Paid NIL NIL

Corporate Dividend Tax NIL NIL

Balance Carried to Balance Sheet 2296.91 2296.45

SHARE CAPITAL

The Share Capital remained the same during the period under review.

SUBSIDIARY COMPANIES

As on 30 June, 2014, RR Financial Consultants Limited have six subsidiary companies. The names of the subsidiaries along with the Percentage of Holding company in these Subsidiary Companies is given as below:-

Name of the Companies % of Holding

RR Equity Brokers Private Limited 100%

RR Insurance Brokers Private Limited 100%

RR Investor Capital Services Private Limited 66.66%

Arix Consultants Private Limited 100%

RR Infra Estates Private Limited 100%

RR Fincap Private Limited 100%

RR Equity Brokers Private Limited has 5 subsidiaries i.e. RR Commodity Brokers Private Limited, RR Information and Investment Research Private Limited, RR Investor Retail services Private Limited, RR IT Solutions Private Limited and RR Investor Distribution Company Private Limited.

RR Investor capital services Private Limited has 1 subsidiary i.e. RR Investor securities Trading Private Limited.

RR Infra Estates Private Limited has 3 subsidiaries i.e. RR Land Estates Private Limited, Lakshminarayan Infra Estates Private Limited & Priya Darshan Real Estates Private Limited.

As per sec 4 (1) c of The Companies act, 1956 the subsidiaries of subsidiaries of RRFC are deemed to be subsidiaries of RRFC.

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

REVIEW OF PERFORMANCE

The Gross Income of the company during the period under review is '' 269.42 Lacs as compared to '' 219.35 Lacs in the previous period. The Company registered a Profit after Tax and Depreciation amounting '' 0.47 Lacs as against profit of '' (66.99) Lacs in the previous year.

DIRECTORS

MR. RAGHUNANDAN PRASAD director of the company retires by rotation at the ensuing Annual General Meeting being eligible & offer himself for re-appointment.

Mr.. Rajat Prasad has been appointed as Additional Director on 12th March, 2014 & subsequently appointed as Managing Director w.e.f. 13lh March, 2014

Ms. Priyanka Singh has resigned from the Managing Directorship w.e.f. 13th March, 2014.

The Board places on record are appreciation of the invaluable contributions made by Ms. Priyanka Singh during their association with the Company.

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointment as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The necessary eligibility certificate under Section 224(1B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors have also recommended the appointment of M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, as the auditors of the Company. Also, The Board of Directors of the Company are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with Statutory audit and/or continuous audit and also such other remuneration, as may be decided to be paid by the Board of Directors for performing the duties of auditing the accounts of the company.

AUDITORS REPORT

The observation made by the Auditors in their report is self-explanatory and does not require any clarification. DIVIDEND

To conserve the resources of the Company, Board of Director decided not to declare any dividend.

LISTING ON STOCK EXCHANGES

The shares of the company are listed with Delhi, Mumbai, Kolkata, Kanpur, Madras and Ludhiana Stock Exchanges. With the wide and extensive network of Mumbai Stock Exchange, the investors have access to online dealings in the company''s equity shares across the country. The company is taking steps to delist its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT- 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, all the applicable accounting standards had been followed. Your Directors had selected the accounting policies, which are in the best interest of the company and are as prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the accounting period ended 30th June 2014.

2. Your Directors had taken proper and sufficient care for the maintenance of accounting records for the period ended 30th June, 2014 in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3. Your Directors had prepared annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particular in the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings & Foreign Exchange Outflow during the year under review.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock Exchanges as Annexure A. A certificate from the auditors, M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors'' Report as Annexure A1.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management discussion and analysis Report as required under the Listing Agreement with Stock Exchange is attached as Annexure B of this Report.

SUBSIDIARIES

The Members are aware that most of the provisions of Companies Act, 2013 have been applicable with effect from April 01,2014. However, the Ministry of Corporate Affairs (''MCA") vide General Circular no 08/2014 dated April 04, 2014 has issued a clarification that financial statements including documents required to be attached thereto, auditor''s report and Board''s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act, 1956.

As per the Circular No 2/2011, issued by Ministry of Corporate Affairs on 8th February, 2011, general exemption is provided to all holding Companies pertaining to Central Government approval (Section - 212(8) of Companies Act, 1956) for availing the exemption for not attaching the annual accounts of the subsidiary Companies. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries of the company are not being attached with the Balance Sheet of the Company. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements by your Company includes financial information of the subsidiaries duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report. A statement containing brief financial details of the company''s subsidiaries for the year ended as on June 30, 2014 is included in the Annual Report. The company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the company. These documents will also be available for inspection during business hours at our Registered Office.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers, and Agencies, and Business Associates for having extended their continued support.

Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance.

Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

ON BEHALF OF THE BOARD OF DIRECTORS RAGHUNANDAN PRASAD RAJAT PRASAD DIRECTOR MANAGING DIRECTOR

Place : New Delhi Date : 3.12.2014

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Jun 30, 2011

THE MEMBERS,

RR FINANCIAL CONSULTANTS LIMITED

Your Directors take pleasure in presenting the Twenty Fourth Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2011 along with the Audited Accounts, Auditor's Report for the year ending 30th June, 2011.

FINANCIAL RESULTS

(2) The Standalone financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary

(Rs in lacs)

S. No. Particulars As on 30th June 2011 As on 30th June 2010

1 Gross Income 1105.64 874.99

2 Profit/Loss before Dep. & Tax 530.41 499.64

3 Depreciation 26.37 28.69

4 Provision for Taxation 8.00 35.00

5 Profit after Tax 276.37 35.95

6 Balance Brought Forward 1948.76 1512.81

7 Profit available for appropriation 2225.13 1948.76

8 Transfer to General Reserve NIL NIL

9 Dividend Paid 55.30 NIL

10 Corporate Dividend Tax 9.18 NIL

11 Balance Carried to Balance Sheet 2160.65 1948.76

SHARE CAPITAL

The Share Capital remained the same during the period under review.

SUBSIDIARY COMPANIES

As on 30.06.2011, RR Financial Consultants Limited has six subsidiary companies. The names of the subsidiaries long with the Percentage of Holding company in these Subsidiary Companies is given as below:-

Name of the Companies % of Holding

RR Equity Brokers Private Limited 100%

RR Insurance Brokers Private Limited 100%

RR Investor Capital Services Private Limited 66.65%

Arix Consultants Private Limited 100%

RR Infra Estates Private Limited 100%

RR Fincap Private Limited 100%

RR Equity Brokers Private Limited has 5 subsidiaries i.e. RR Commodity Brokers Private Limited, RR Information and Investment Research Private Limited, RR Investor Retail services Private Limited, RR IT Solutions Private Limited and RR Investor Distribution Company Private Limited.

RR Investor capital services Private Limited has 1 subsidiary i.e. RR Investor Securities Trading Private Limited.

RR Infra Estates Private Limited has 2 subsidiaries i.e. RR Land Estates Private Limited and Lakshminarayan Infra Estates Private Limited. Lakshmi Narayan Buildwell Private Limited and Shivom Infra Estates Pvt. Ltd. have not remained its subsidiaries w.e.f. 18th September, 2010.

As per sec 4 (1)c of The Companies act, 1956 the subsidiaries of subsidiaries of RRFC are deemed to be subsidiaries of RRFC.

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

REVIEW OF PERFORMANCE

The Total Income of the company during the period under review is Rs 1105.64 Lacs as compared to Rs 874.99 Lacs in the previous period. The Company registered a Profit after Tax and Depreciation amounting Rs 276.37 Lacs as against profit of Rs 435.95 Lacs in the previous year.

DIRECTORS

Mahesh Chandra, director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointed as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The necessary eligibility certificate under Section 224(1 B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors have also recommended the appointment of M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, as the auditors of the Company. Also, The Board of Directors of the Company are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with Statutory audit and/or continuous audit and also such other remuneration, as may be decided to be paid by the Board of Directors for performing the duties of auditing the accounts of the company.

AUDITORS REPORT

The observation made by the Auditors in their report is self-explanatory and does not require any clarification.

DIVIDEND

To conserve the resources of the Company, Board of Director decided not to declare any dividend.

LISTING ON STOCK EXCHANGES

The shares of the company are listed with Delhi, Mumbai, Kolkata, Kanpur, Madras and Ludhiana Stock Exchanges. With the wide and extensive network of Mumbai Stock Exchange, the investors have access to online dealings in the company's equity shares across the country. The company is taking steps to delist its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, all the applicable accounting standards had been followed. Your Directors had selected the accounting policies, which are in the best interest of the company and are as prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the accounting period ended 30th June 2011.

2. Your Directors had taken proper and sufficient care for the maintenance of accounting records for the period ended 30th June, 2011 in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3. Your Directors had prepared annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particular in the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings & Foreign Exchange Outflow during the year under review.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock Exchanges as Annexure A. A certificate from the auditors, M/s Sandeep Gupta & Co., Chartered Accountants, of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors' Report

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management discussion and analysis Report as required under the Listing Agreement with Stock Exchange is attached as Annexure B of this Report.

PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956

As per the Circular No 2/2011, issued by Ministry of Corporate Affairs on 8th February, 2011, general exemption is provided to all holding Companies pertaining to Central Government approval (Section - 212(8) of Companies Act, 1956) for availing the exemption for not attaching the annual accounts of the subsidiary Companies. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries of the company are not being attached with the Balance Sheet of the Company. A statement containing brief financial details of the company's subsidiaries for the year ended as on June 30, 2011 is included in the Annual Report. The company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the company. These documents will also be available for inspection during business hours at our Registered Office.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers, and Agencies, and Business Associates for having extended there continued support. Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance. Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

On Behalf of the Board of Directors |

Place : New Delhi Date : 29.08.2011

-Sd- -Sd-

RAGHUNANDAN PRASAD RAJAT PRASAD

(Chairman) ( Managing Director)

---

Jun 30, 2010

The Directors take pleasure in presenting the Twenty Third Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2010 along with the Audited Accounts, Auditors Report for the year ending 30th June, 2010.

FINANCIAL RESULTS

(1) A quick Glance on the financial achievements of the Company and its Subsidiaries for the year 2009-10

(Amount in)

Name of the Companies Revenues Profit before Profit after

(Subsidiaries as at 30th June 2010) Depreciation Tax

and Tax

RR Financial Consultants Limited (Holding Company) 87,499,348 49,964376 43,595,071

RR Equity Brokers Private Limited (as at31.03.2010) 75,976,413 6,340,803 2,730,589

RR Insurance Brokers Private Limited (Nine months) 10,471,2980 7,892,692 2,978,541

RR Investor Capital Services Private Limited 272,683,654 13,447,580 4,370,354

Arix Consultants Private Limited 187,511 18,785 137,342

RR Infra Estates Private Limited 927,310 589,473 588,641

"RR Fincap Private Limited 942,685 691,729 491,729

(2) The Standalone financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary

(Rs in lacs)

S. No. Particulars As on 30th June 2010 As on 30th June 2009

1 Gross Income 874.99 953.25

2 Profit/Loss before Dep. & Tax 499.64 475.69

3 Depreciation 28.69 20.38

4 Provision for Taxation 35.00 27.50

5 Profit after Tax 435.95 318.63

6 Balance Brought Forward 1512.81 1258.89

7 Profit available for appropriation 1948.76 1577.52

8 Transfer to General Reserve NIL NIL

9 Proposed Dividend NIL 55.30

10 Corporate Dividend Tax NIL 09.40

11 Balance Carried to Balance Sheet 1948.76 1512.82

SHARE CAPITAL

The Share Capital remained the same during the period under review.

SUBSIDIARY COMPANIES

As on 30.06.2010, RR Financial Consultants Limited has six subsidiary companies. The names of the subsidiaries along with the Percentage of Holding company in these Subsidiary Companies is given as below:-As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

Name of the Companies % of Holding

RR Equity Brokers Private Limited 100%

RR Insurance Brokers Private Limited 100%

RR Investor Capital Services Private Limited 66.65%

Arix Consultants Private Limited 100%

RR Infra Estates Private Limited 100%

RR Fincap Private Limited 100%

The Subsidiaries i.e. RR Commodity Brokers (P) Ltd, RR IT Solutions (P) Ltd, RR Information & Investment Research (P) Ltd becomes 100% Subsidiary of RR Equity Brokers (P) Limited (Wholly owned subsidiary of RRFC) and RR Investor Securities Trading (P) Ltd becomes 100% Subsidiary of RR Investor Capital Services (P) Ltd, earlier was the subsidiary of RR Financial Consultants Limited.

REVIEW OF PERFORMANCE

The Total Income of the company during the period under review is Rs 874.99 Lacs as compared to Rs 953.25 Lacs in the previous period. The Company registered a Profit after Tax and Depreciation amounting Rs 499.64 Lacs as against profit of Rs 475.69 Lacs in the previous year.

DIRECTORS

Mr. Rajesh Agrawal, director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointed as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The necessary eligibility certificate under Section 224(1 B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors have also recommended the appointment of M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, as the auditors of the Company. Also, The Board of Directors of the Company are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with Statutory audit and/or continuous audit and also such other remuneration, as may be decided to be paid by the Board of Directors for performing the duties of auditing the accounts of the company.

AUDITORS REPORT

The observation made by the Auditors in their report is self-explanatory and does not require any clarification.

DIVIDEND

Your Directors are please to recommend for your consideration and approval payment of dividend @ 10 % amounting to Rs 1 per equity share of Rs 10/- each for the financial year 2009-10. Total amount of dividend outgo for the financial year shall be Rs 64.70 Lacs (including Corporate Dividend Tax amounting to Rs 9.40 Lacs).

LISTING ON STOCK EXCHANGES

The shares of the company are listed with Delhi, Mumbai, Kolkata, Kanpur, Madras and Ludhiana Stock Exchanges. With the wide and extensive network of Mumbai Stock Exchange, the investors have access to online dealings in the companys equity shares across the country. The company is taking steps to delist its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, all the applicable accounting standards had been followed. Your Directors had selected the accounting policies, which are in the best interest of the company and are as prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the accounting period ended 30th June 2010.

2. Your Directors had taken proper and sufficient care for the maintenance of accounting records for the period ended 30th June, 2010 in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3. Your Directors had prepared annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particular in the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings & Foreign Exchange Outflow during the year under review.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock Exchanges as Annexure A. A certificate from the auditors, M/s Sandeep Gupta & Co., Chartered Accountants, of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors Report

as Annexure A1.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management discussion and analysis Report as required under the Listing Agreement with Stock Exchange is attached as Annexure B of this Report.

PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956

The Company has filed necessary application for the approval of Ministry of Corporate Affairs, Government of India dispensing with the requirements to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of section 212 of the Companies Act, 1956, and approval thereof is granted by the Ministry of Corporate Affairs. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries of the company are not being attached with the Balance Sheet of the Company. A statement containing brief financial details of the Companys subsidiaries for the year ended as on June 30, 2010 is included in the Annual Report. The company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the company. These documents will also be available for inspection during business hours at our Registered Office.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers, and Agencies, and Business Associates for having extended there continued support. Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance.

Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

On Behalf of the Board of Directors

Place : New Delhi Date : 30.08.2010

-Sd- -Sd-

RAGHUNANDAN PRASAD RAJAT PRASAD

(Chairman) (Managing Director)

---

Jun 30, 2009

* The Directors take pleasure in presenting the Twenty Second Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2009 along with the audited accounts, Auditor’s Report for the year ending 30th June, 2009

FINANCIAL RESULTS

* (1) A quick Glance on the financial achievements of the Company and its Subsidiaries for the year 2008-09

(Rupees-Lacs)

* Name of the Companies * Revenues * Profit before Depreciation and Tax * Profit after Tax

* RR Financial Consultants Limited (Holding Company) * 953.25 * 475.68 * 318.63 * RR Equity Broker Private Limited * 523.50 * 34.45 * 8.82 * RR Insurance Brokers Private Limited * 1,521.85 * 259.98 * 184.91 * RR Commodity Brokers Pvt. Ltd. * 98.79 * 07.02 * 0.69 * RR Investor Capital Services Pvt. Ltd. * 2628.53 * 220.17 * 164.28 * RR Information & Investment Research Pvt. Ltd. * 32.13 * 0.53 * 0.24 * Arix Consultants Private Limited * 11.33 * 1.82 * 1.74 * RR Infra Estates Private Limited * 1 8.15 * (6.24) * (6.24) * RR Share Trading Pvt. Ltd.(since 18.03.09) * 7.59 * 0.86 * 0.63 * RR IT Solution Pvt. Ltd. (since 14.08.08) * 43.70 * 9.50 * 8.77 * RR Fincap Pvt. Ltd. ( since 14.01.09) * 4.97 * 4.56 * 4.20

* (2) The Standalone financial results of the Company for the period under review are summarised below. The previous figures in the financial statements have been regrouped, wherever necessary

(Rupees in Lacs) * S.No. * Particulars * As on 30 * As on 30th Jun june 2009 2008

* 1 * Gross Income * 953.25 * 965.53 * 2 * Profit/Loss before dep &Tax * 475 * 630.22 * 3 * Depreciation * 2 * 37.18 * 4 * Less Prior Period adjustments * - * - * 5 * Provision for Taxation * 30.5 * 23.88 * 6 * Profit after Tax * 318.63 * 569.16 * 7 * Balance BroughtForward * 1258.89 * 689.73 * 8 * Profit Available for appropriation * 1577.52 * 1258.89 * 9 * Transfer to General Reserve * NIL * NIL * 10 * Proposed Dividend * 55.30 * NIL * 11 * Corporate Dividend Tax * 9.40 * NIL * 12 * Balance carried to Balance Sheet * 1512.82 * 1258.89

SHARE CAPITAL

The Share Capital remained the same during the period under review.

SUBSIDIARY COMPANIES

As on 30.06.2009, RR Financial Consultants Limited has Ten subsidiary companies. The names of the subsidiaries along with the Percentage of Holding company in these Subsidiary Companies is given as below: -

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

Name of the Companies % of Holding

* RR Equity Brokers Private Limited * 100% * RR Insurance Brokers Private Limited * 100% * RR Commodity Brokers Private Limited * 100%. * RR Investor Capital Services Private Limited * 66.65% * RR Information & Investment Research Private Limited * 93.85% * Arix Consultants Private Limited * 99.96% * RR Infra Estates Private Limited * 100% * RR IT Solutions Private Limited * 100% * RR Fincap* * 100% * RR Share Trading Pvt. Ltd.** * 100%

Note:

* RRFCL has incorporated another wholly owned subsidiary by the name " RR Fincap Private Limited w.e.f. 14.01.2009 ** RR Share Trading Pvt. Ltd. became subsidiary of RRFCL w.e.f. 18.03.2009

REVIEW OF PERFORMANCE

The Total income of the company during the period under review is 953.25 Lacs as compared to 965.53 Lacs in the previous period. The Company registered a profit after Tax and Depreciation amounting Rs.318.63 Lacs as against profit of Rs. 569.16 Lacs in the previous year.

DIRECTORS

Mr. Raghunandan Prasad, director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointed as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The necessary eligibility certificate under Section 224(1B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors have also recommended the appointment of M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, as the auditors of the Company. Also, The Board of Directors of the Company are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with Statutory audit and/or continuous audit and also such other remuneration, as may be decided to be paid by the board of Directors for performing the duties of auditing the accounts of the company.

AUDITORS REPORT

The observation made by the Auditors in their report is self-explanatory and does not require any clarification.

DIVIDEND

Your Directors are pleased to recommend for your consideration and approval payment of dividend @ 10% amounting to Rs. 1 per equity share of Rs. 10/- each for the financial year 2008-09. Total amount of dividend outgo for the financial year shall be Rs. 64.70 Lacs ( including Corporate Dividend Tax amounting to Rs. 9.40 Lacs ).

LISTING ON STOCK EXCHANGES

The shares of the company are listed with Delhi, Mumbai, Kolkata, Kanpur, Madras and Ludhiana Stock Exchanges. With the wide and extensive network of Mumbai Stock Exchange, the investors have access to online dealings in the company’s equity shares across the country. The company is taking steps to delist its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1956: The Board of Directors hereby confirms that:

1.In the preparation of the annual accounts, all the applicable accounting standards had been followed. Your Directors had selected the accounting policies, which are in the best interest of the company and are as prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the accounting period ended 30th June 2009

2.Your Directors had taken proper and sufficient care for the maintenance of accounting records for the period ended 30th June, 2009 in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3. Your Directors had prepared annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particular in the Report of Board of Directors) Rules 1988, are not applicable.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock Exchanges. A certificate from the auditors, M/s Sandeep Gupta & Co., Chartered Accountants, of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors’ Report.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management discussion and analysis Report as required under the Listing Agreement with Stock Exchange is attached as Annexure B at page no 27 of this Report.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers,and Agencies, and Business Associates for having extended there continued support.Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance.Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

On Behalf of the Board of Directors

Place: New Delhi -Sd- -Sd- Date : 30.09.2009 RAGHUNANDAN PRASAD RAJAT PRASAD Chairman MAnaging Director