Your directors have pleasure in presenting the Thirty-First Annual Report of the company
together with the audited statements of accounts for the year ended March 31, 2024.

1. FINANCIAL RESULTS

2. BRIEF DESCRIPTION OF THE COMPANY

The Company RSC International Limited started with trading of fabrics
and catering to the domestic RMG market and it was in the year 1994, the
company diversified to exports.

3. RESERVES AND SURPLUS

The Company is making losses over the years, it has reported a Reserve of
Rs. (5,30,52,528) during the year 2023-24.

4. CHANGE IN THE NATURE OF BUSINESS

There is no Change in the Business of the Company. The Management is
planning to enter into new line of business like export of clothes and other
items to improve the profitability and ultimately value of shareholders'
funds. The Company has been in communication with number of
prospective buyers of products in various countries. It is supplying on
commission basis and making an attempt to add to its portfolio. The
Company hopes to achieve good results in this line looking to the
acceptance of Indian products in global market. Presently the Company is
doing agency business of fabrics.

5. EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT

The Management explanation for qualification made by the Statutory
Auditors in their Independent Auditors Report dated May 30, 2024 on the
Standalone Financial Statements for the year ended March 31, 2024 is as
under:

1) With respect to qualification in Auditors Report, explanation of the
management is as under:

a) The Company is making Losses and with the infusion of funds from
the Promoter Group is able manage and sustain. However, the
Company is working towards its development

b) The Management is hopeful and confident that in future the Company
will prosper with diversification of Business Activities.

c) Looking to the fair accounting Policy, the Company will comply with
the applicable provisions in the due course.

6. DIVIDEND

Due to insufficient profit and carried forward losses, the Board of Directors
do not recommend any Dividend for the year.

7. DEPOSITS

The provisions of Section 73 to 76 of Companies Act 2013 are not applicable
on the Company as the Company has not accepted any Deposits during the
year under Review.

8. SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE SHEET DATE

There are no Significant events that have occurred in the Company between
the Date of Balance sheet and the Date of Report.

9. NUMBER OF MEETINGS OF THE BOARD

During the year Five Meetings were convened and held and the intervening
gap between the meetings was within the period prescribed under the
Companies Act, 2013.

The dates on which the Board meetings were held are as follows
27/05/2023, 14/08/2023, 06/09/2023, 14/11,2023, 13/02/2024

Details of Attendance is as follows:

10. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
DURING THE YEAR

There have been no Changes in the Directors and Key Managerial
Personnel during the year.

11. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has formulated a policy for appointment and remuneration
in compliance with provisions of Section 178(3) of the Companies Act, 2013
and same is forming part of Corporate Governance Report.

12. PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and provisions of
the SEBI (LODR) Regulations, 2015, the Board has carried out an annual
evaluation of performance of its own and the Committees thereof.

13. CORPORATE GOVERNNACE

A Report on Corporate Governance along with certificate from the Sourabh
Bapna & Asscoiates of the Company regarding the compliance with the
conditions of Corporate Governance as stipulated under Regulations 17 to
27 of the SEBI (LODR) 2015, forms part of the Annual Report.

14. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy on the basis of
business and size of the Company and has set-up a Committee. The risk
assessment update is provided to the Risk Management Committee (RMC)
on periodical basis. RMC is appointed by the Board and comprises of
Directors of the Company. RMC assists the Board of Directors in
overseeing the Company's risk management processes and controls.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the company is not having sufficient earnings and there are carried
forward losses, the Company is not in a position to spend any money on
CSR.

16. DISCLOSURE REQUIREMENTS

Details of programs for familiarization of Independent Directors with the
Company are available on the website of the Company.

The Company has no subsidiary and hence no policy is required.

The Company has formulated a Whistle Blower Policy and same is in
compliance with the provisions of the Act and Listing Agreement and is
available on the website of the Company.

Policy for archival of documents of the company is available on the website
of the company.

The code of conduct for the Board of Directors of the company is available
on the website of the company.

17. VIGIL MECHANISM/ WHISTLEBLOWER POLICY

The Company has adopted a Whistleblower Policy, to provide a formal
mechanism to the Directors, employees and its stakeholders to report their
concerns about unethical behavior, actual or suspected fraud or violation
of the Company's Code of Conduct or Ethics Policy. The policy provides
for adequate safeguards against victimization of employees who avail of
the mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company have
been denied access to the Audit Committee.

18. PARTICULARS OF HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT
VENTURE COMPANIES

The Company does not have any Holding, Subsidiary, Associate or Joint
Venture Companies.

19. AUDIT COMMITTEE

The Audit Committee of the Company comprises of three directors out of
which two are Independent Directors. There are no instances where the
board did not accept the recommendations of the Audit Committee. Other
details about the Audit Committee are disclosed in the Corporate
Governance Report, which forms part of the Annual Report.
the Company, is placed for ratification by the shareholders.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
UNDER SECTION 186 OF COMAPNI9ES ACT, 2013

During the year under review the company has not given any loan and /or
guarantee and not made any investment in any venture.

21. PARTICULARS OF CONTRACTS/ARRANGEMENT WITH RELATED
PARTIES

During the year, the Company has not entered into any transactions with
related party as defined under the Companies Act, 2013 and under Clause
Regulation 23 of the SEBI (LODR) Regulations, 2015.

The policy on materiality of Related Party Transactions and dealing with
related party transactions as approved by the Board has been adopted by
the Company and uploaded on the Company's website. There are
transactions to be reported in Form AOC-2.

22. INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company are commensurate with
its size and the nature of its operations. These have been designed to
provide reasonable assurance with regard to recording and providing
reliable financial and operational information, complying with applicable
accounting standards and relevant statutes, safeguarding assets from
unauthorized use, executing transactions with proper authorization and
ensuring compliance of corporate policies.

The Audit Committee deliberated with the members of the management,
considered the systems as laid down and met the statutory auditors to
ascertain, inter alia, their views on the internal financial control systems.

The Audit Committee satisfied itself on the adequacy and effectiveness of
the internal financial control system as laid down and kept the Board of
D irectors informed.

Details of internal control system are given in the Management Discussion
and Analysis Report, which forms part of the Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under Regulation
34(2) of the SEBI (LODR) Regulations, 2015, forms part of the Annual
Report.

24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE(POSH)

The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder. There
were no complaints received during the year 2023-24.

25. PARTICULARS OF EMPLOYESS

None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment of Managerial Personnel)
Rules, 2014.

26. DIRECTORS

All the Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 (6) of the Act and
Regulation 25 of the SEBI (LODR) Regulations, 2015. In the opinion of the
Board, they fulfill the conditions of independence as specified in the Act
and the Rules framed there under and are independent of the management.

Annual Evaluation of Board Performance and Performance of its
Committees and of Individual Directors

Pursuant to the provisions of the Act and Regulation 27(2) of the SEBI
(LODR), Regulations, 2015 Listing Agreement, the Board of Directors has
carried out an annual evaluation of its own performance, Board committees
and individual directors.

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, participation
in the long term strategic planning, information and functioning, etc.

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

The Board and the NRC reviewed the performance of the Individual
Directors on the basis of the criteria such as the contribution of the

Individual Director to the Board and committee meetings, preparedness on
the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role.

In a separate meeting of the Independent Directors, performance of non¬
independent directors, performance of the Board as a whole and
performance of the Chairman were evaluated, taking into account the
views of executive directors and non-executive directors. This was
followed by a Board meeting that discussed on the performance of the
Board, its Committees and Individual Directors.

27. REMUNERATION POLICY

The Company has not paid any remuneration to any director or key
managerial person and hence there was no need to review the same.
However, in order to comply with the provisions of the Act and Regulation
19 of the SEBI (LODR) Regulations, 2015, the Company has formulated the
Remuneration Policy and same is uploaded on the website of the Company.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of
their knowledge and ability, confirm that:

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

b) 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 loss of the
Company for that period;

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

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate
and were operating effectively; and

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

29. PARTICULARS OF EMPOLYEES

The Company is not paying salary to any employee more than as stipulated
under the provisions of Section 197(12) of the Companies Act, 2013 and
hence no disclosure is required.

29. A UDITOR AND AUDITOR'S REPORT

i. STATUTORY AUDITOR'S REPORT

The appointment of M/s DBS & Associates Chartered Accountant (Firm
Registration No. FRN 081627N), Statutory Auditor of the company was
ratified by the shareholders at the AGM held on 30^th September 2023 and
the appointment is valid till the conclusion of 31 ^st AGM.

However the Auditors Report on the financial statements for the year
ended 31^st March 2024 contain qualification, reservation or adverse remark.
We also wish to state that there is no pending audit work required to be
audited by M/s DBS & Associates, who is retiring as Statutory Auditors
from this AGM.

SECRETARIAL AUDITOR

Sourabh Bapna, Practicing Company Secretary was appointed as the
Secretarial Auditor to conduct the Secretarial Audit of the Company for
the financial year 2023-2024, as required under Section 204 of the
Companies Act, 2013 and the Rules made thereunder.

The Secretarial Audit Report for the financial year 2023-2024 is appended
as Annexure A which forms part of this report.

30. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule
12(1) of the Companies (Management and Administration) Rules, 2014 an
extract of annual return in MGT 9 was required to be attached.

However as per Notification dated August 28, 2020, the above provision
has been omitted.

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

The particulars relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed pursuant
to the provisions of Section 134 of the Act read with Rule 8 of the
Companies (Accounts Rules), 2014.

A. Conservation of Energy: The operations of the Company are not
energy intensive, however adequate measures have been taken to
reduce energy consumption and all efforts are made to use more
natural light in the office.

B. Technology Absorption: Not applicable.

C. Foreign Exchange Earnings and Outgo: Not applicable

32. ENVIRONMENT, HEALTH AND SAFETY

Your Company is continuously working towards laying a strong
foundation and creating a sustainable future for the organization, the
people and the society as a whole. The company has committed to lead and
excel in all aspects of environmental safety, health and social
responsibility, always striving to provide safe and healthy work
environment to our employees and efficient, safe and environmentally
responsible products to our customers.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

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

34. APPLICATION/ ANY PROCEEDING PENDING UNDER THE INSOLVENSY AND
BANKRUTCY CODE, 2016

Neither any application was made nor any proceeding pending under
Insolvency and Bankruptcy Code, 2016 during the financial year under the
review.

35. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONWITH THE
REASONS THEREOF

During the year under review, the company has not done any One time
settlement with Banks and financial Institutions.

36. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued
support and co-operation by financial institutions, banks, government
authorities and other stakeholders. Your Directors also acknowledge the
support extended by the Company's unions and all the employees for their
dedicated service.

By order of the Board,

For RSC International Limited

GYAN CHAND JAIN
Whole-time Director
DIN- 00498094

Place: Jaipur
Dated:06/09/2024