The Directors of your Company are pleased to present the Fortyth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone) for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for the year ended 31st March, 2024 is summarized below: -

2. COMPANY'S PLANTS AND OPERATIONS

Plant Locations:

UNIT-1

C-165, Industrial Area, Bulandshahr Road, Ghaziabad (U.P.)

UNIT-2

Village Adavipolam, Distt. Yanam, Pondicherry

3. OPERATIONS

The total income from operations for the year ended 31^st March, 2024 aggregated to Rs.14,877.30 Lakhs as compared to Rs. 13,013.36 Lakhs in the previous year. The company was able to earn a profit after tax of Rs. 565.06 Lakhs.

The operation resulted in profit before exceptional items, tax and regulatory deferral account balances for the year under review of Rs 761.33 Lakhs as compared to profit of Rs. 400.91 Lakhs in the previous year. Exceptional items for the year under review was nil.

4. DIVIDEND

Board of Directors of your Company has decided to Retain and Plough Back the Profit into the Business of the Company, thus no dividend is being recommended for this year.

5. TRANSFER TO RESERVES

During the Financial Year no amount is proposed to be transferred to reserves.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31^st March, 2024, was Rs. 19,92,35,000 divided into 1,99,23,500 Equity Shares of Rs.10/- each and as on 31^st March, 2024.

Also, Your Company has not issued any: o Shares with differential o Sweat equity shares

o Equity shares under Employees Stock Option Scheme

7. DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014.

8. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

8.1 Changes in the Board

Mr. Mahabir Prasad Rungta (DIN: 00235632) shall retire by rotation at the ensuing Annual General Meeting and are eligible and have offered themselves for re-appointment.

a) Re-appointment of Mr. Abdul Kalam, (DIN: 01869712) as an Independent Director of the Company for a second term of five consecutive years.

b) Re-appointment of Mr. Vivek Aggarwal, (DIN: 07794991) as an Independent Director of the Company for a second term of five consecutive year.

c) After closure of Financial Year the Board of Director on the recommendation of Nomination and remuneration committee has approved re-appointment of Ms. Shruti Rungta (DIN: 00229045) as Whole Time Director w.e.f. 15 October 2024 to 14 October 2029.

8.2 Key Managerial Personnel

Mr. Mahabir Prasad Rungta continued as Managing Director and CEO of the Company. Mr. Tarun Megotia and Ms. Shruti Rungta continued as Whole-time Director of the Company.

Ms. Swati Garg, Chartered Accountant, continued to be CFO of the Company.

During the Financial Year 2023-24 Ms. Ayushi Vijay resigned from the position w.e.f. 12 February 2024. Mr. Kanwal Ohri was appointed as Company Secretary w.e.f 29^th April, 2024 of the company.

8.3 Number of meetings of the Board of Directors

During the financial year 2023 -24, four meetings of the Board of Directors were held. The maximum time gap between two Board Meetings was not more than one hundred and twenty (120) days. The details of date and attendance of the Directors at the Board Meeting are given in Report on Corporate Governance.

8.4 Statement on declaration given by Independent Directors

The Independent Directors of your Company have confirmed that

(a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, and

(b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

8.5 Nomination & Remuneration Policy

As per provisions of the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, which had come into force w.e.f. 1.4.2019, in line with the modifications, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Nomination and Remuneration Policy is available on our website at www.rungtainigation.in/investor-information/download-info/ remuneration-policy

8.6 Annual evaluation by the Board of its own performance, performance of its Committees and Individual Directors

The Company has revised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers the attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2024 that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31^st March, 2024 and profit of the Company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

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

10. AUDITORS10.1 Statutory Auditors

M/s. Mamraj & Co. Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five consecutive years at the Annual General Meeting held on September 26, 2022, to hold his office till the conclusion of 38^th Annual General Meeting The Board of Directors in its meeting held on 27^th May, 2022 up to the conclusion of the 42^nd Annual General Meeting of the Company on the recommendation of the Audit Committee.

The Statutory Auditor has confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditor.

Further, in terms of the SEBI Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The said Audit Report does not contain any qualification, reservation or adverse remark. During the year

2023- 24, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

10.2 Cost Auditors

M/s. S. Shekhar & Co., Cost Accountants, was re-appointed as the Cost Auditor of the Company to carry out an audit of the cost records of the Company for the financial year 2024-2025.

The resolution seeking ratification of the remuneration to the said cost auditors for the financial year

2024- 2025 is set out in the Notice calling the 40^th Annual General Meeting of the Company.

The appointed Cost Auditors have certified that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for appointment within the meaning of the said Act.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s. S. Shekhar & Co., Cost Accountants as Cost Auditors of the Company for auditing the Cost Records for the Financial Year 2024-25 and a Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

10.3 Secretarial Auditor

In pursuance of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendations of the Audit Committee, had appointed Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ajit Mishra, Practicing Company Secretary was appointed to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March, 2024.

Secretarial Audit Report for the Financial Year ended on 31^st March, 2024, issued by Mr. Ajit Mishra, Practicing Company Secretary, in Form MR-3 forms part of this report and marked as "Annexure-A".

The said report contains no qualification/observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

The Board of Directors of the Company have, on the recommendation of Audit Committee, re-appointed Mr. Ajit Mishra, Practicing Company Secretary as Secretarial Auditors of the Company for the Financial Year 2024-25.

11. AUDITORS' REPORT

The Directors wish to state that the Statutory Auditors of the Company has given unmodified opinion on the Standalone Financial Statements of the Company for the year ended 31^st March, 2024.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions were done on an arm's length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The Board of Directors of the Company has reviewed the Policy on Related Party Transactions pursuant to the SEBI Notification No. SEBI/LAD-NRO/GN/ 2021/55 dated 9th November, 2021 vide SEBI (LODR)(6th Amendment) Regulations, 2021, The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Company's website at the link: https://www.rungtairrigation.in/investor-information/download-info/policy-on-related-party-transactions/

The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure-B" to this Report.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders impacting the going concern status and Company's operations in future have been passed by the Regulators or Courts or Tribunals.

14. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https://www.rungtairrigation.in/investor-information/ download-info/mgt-7-2023-24/

15. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities. However, particulars of loans given, guarantees given and securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

16. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

17. RISK MANAGEMENT

The Provisions of constitution of Risk Management Committee has been made applicable by the SEBI has vide its Notification dated 5.5.2021 wherein it has made it mandatory for top 1000 listed entities on the basis of market capitalization as on close of previous financial year to have Risk Management Committee.

According the Company does not have Risk Management Committee as it is not applicable on your company and there is no risk which may threaten the existence of the Company as a going concern.

18. PARTICULARS OF 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) Second Amendment Rules, 2015 (As per notification dated 4th September, 2015), is annexed to this Report as "Annexure-D".

19. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no

material changes and commitments which could affect the Company's financial position which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the report and there has been no change in the nature of business.

20. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT (Annexure -D)

A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report along with the required Certificate from the Auditors confirming compliance with the conditions of Corporate Governance.

As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and financial position of the Company has been provided in a separate section which forms part of this Annual Report.

21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

As already reported, the Board has, pursuant to the provisions of Company has in terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company's website at the link: http://www.rungtairrigation.in/investor-information/download-info/whisle-blower-policy.

22. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls, with reference to financial statements, as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The details pertaining to internal financial controls and their adequacy have been disclosed in the Management Discussion & Analysis Report forming part of this Report.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

a) Statement showing details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-E (I) which forms part of this Report.

b) Information pertaining to remuneration to be disclosed by listed companies 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 have been provided in Annexure-E(II) which forms part of this Report.

24. ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, various State Governments, Financial Institutions, Banks, Rating Agencies, for their continued co-operation and support to the Company. The Board sincerely acknowledges the hard work, dedication and commitment of the employees and the faith & confidence reposed by the shareholders in the Company.