DIRECTOR'S REPORT

Dear Shareholders,

Your directors have pleasure in presenting the Thirteenth Annual Report together with
Audited accounts for the year ended 31.03.2023

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2023 and for previous year ended 31.03.2022
are as under:

The loss for period is Rs. 6.38 lakhs as against the loss of Rs. 65.18 lakhs in the previous year.
The company that was reeling under Covid19 epidemic has just got some relief in the
current financial year and the Retail trade is expected to grow in the coming years.

2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Retail trade. There is no change in the nature of
business during the year under review.

3. DIVIDEND:

The Board does not recommend any dividend for the year.

4. RESERVES:

No amount is proposed to be transferred to General Reserves during the year.

5. SHARE CAPITAL:

During the year under review, there were no changes in the Share Capital of the Company.
The Authorised share capital of the company is Rs.13.00 Crores and paid up capital is
Rs.12.31 Crores

6. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the
Companies Act, 2013, and rules related thereto.

7. ANNUAL RETURN

The Annual Return for the year ended 31.03.2023 will be made available in the website
www.rclretail.in

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company is not having any subsidiary, associate and joint venture company.

9. MATERIAL CHANGES AND COMMITMENTS:

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 the date of this
report.

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The Company had not advanced any loan, given guarantees, provided security during the
year under review.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal
which can have an impact on the going concern status and the Company's operations in
future

12. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board consists of Three Directors as at 31.03.2023 viz., a) One Executive Director
(Promoter) b) One Independent Director and c) One Non-Executive Director.

During the year Mr. Navratan Mal Lunker (Independent Director) resigned from the Board
on 3^rd February 2023. The Board expresses its gratitude for the contribution made by him
during the tenure as a Director of the Company.

In terms of Section 152 of the Companies Act, 2013, Mr. Mahipal Sanghvi, Whole Time
Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment.

Mr. Jayaraman Madhusuthan was appointed as an Additional Director / Independent
Director w.e.f. 03.02.2023. As an additional director he holds office upto the date of ensuing
Annual General Meeting and is eligible to continue as Director of the Company. Your Board
recommends his continuation in the best interests of the Company.

Mr. Ratanchand Lodha has been appointed as Compliance officer with effect from 18^th April
2023.

B. KEY MANAGERIAL PERSONNEL:

Mr. K.R. Ramakrishnan, Company Secretary and Compliance officer resigned from the
Company with effect from 16^th March 2023.

C. MEETINGS OF BOARD OF DIRECTORS

During the year the Board of Directors met 7 times on 25.04.2022, 23.06.2022, 01.08.2022,
02.09.2022, 14.11.2022, 03.02.2023 and 13.03.2023. The gap between the two meetings
was not more than 120 days. The Directors' who attended these meetings are mentioned
below.

@ Mr. Navratan Mal Lunker has resigned from the Board with effect from 3^rd February,
2023

* Mr. Jayaraman Madhusuthan was appointed in the Board with effect from 3^rd February,
2023.

D. AUDIT COMMITTEE

The Audit committee company comprises of three members and the committee met 3 times
on (i) 23.06.2022 (ii) 01.08.2022 and (iii) 14.11.2022. The composition of the Audit
Committee and details of meeting attended are provided hereunder:

@ Mr. Navaratan Mal Lunker resigned on 3^rd February, 2023.

* Mr. Jayaraman Madhusuthan was appointed as Chairman with effect from 3^rd February,
2023.

E. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship committee company comprises of three members and the
committee met once on 25.04.2022. The composition of the Committee and details of
meeting attended are provided hereunder:

@ Mr. Navaratan Mal Lunker resigned on 3^rd February 2023.

* Mr. Jayaraman Madhusuthan was appointed as member with effect from 3^rd February
2023.

F. RISK MANAGEMENT COMMITTEE:

The Risk management committee company comprises of three members and the committee
met once on 25.04.2022. The composition of the Committee and details of meeting
attended are provided hereunder:

@ Mr. Navaratan Mal Lunker resigned on 3^rd February 2023.

Mr. Jayaraman Madhusuthan was appointed as member with effect from 3^rd February 2023.

G. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration committee company comprises of three members and
the committee met once on 01.02.2023. The composition of the Committee and details of
meeting attended are provided hereunder:

@ Mr. Navaratan Mal Lunker resigned on 3^rd February 2023

* Mr. Jayaraman Madhusuthan was appointed as Chairman with effect from 3^rd February
2023.

G. BOARD EVALUATION AT INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company held a separate meeting on 13.03.2023 without
the attendance of non- independent Directors and members of management. At the said
meeting, they reviewed the performance of non- independent Directors and the Board as a
whole, including the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors. Declaration of compliance by the Board members
and senior management personnel including Key managerial personnel to the code of
conduct is attached as ANNEXURE 1.

H. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:

The Independent director has given declaration under Section 149 of the Companies Act,
2013, that they meet the criteria of independence.

I. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of
the Board of Directors, hereby confirm that:

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

b) the Directors had selected such accounting policies and applied them consistently and
made judgments and estimate 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) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts ongoing concern basis.

e) the directors had laid down internal financial controls to be followed by the company and
such internal financial controls are adequate and were operating effectively.

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

13. AUDITORS & AUDIT REPORT:

At the 10^th Annual General Meeting of the Company held on March 31, 2021, the
shareholders have appointed M/s. VENKAT & RANGAA LLP., Chartered Accountants, as
Statutory Auditors of the Company for a term of five years from the conclusion of said
Annual General Meeting to carry out the audit for the financial years starting from 2020-21
to 2024-25.

14. SECRETARIAL AUDIT & SECRETARIAL REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of M/s. A.K. Jain & Associates, Company Secretaries in
Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2023. The Secretarial Audit Report (in Form MR-3) is attached as
ANNEXURE 2 to this Report.

REPLY FOR COMMENTS IN SECRETARIAL AUDITORS' REPORT:

15. INTERNAL AUDIT:

M/s. SSP JAIN and ASSOCIATES LLP have been appointed as Internal Auditors by the Board.
Internal Audit reports are forwarded to management, who take appropriate action as soon
as possible. The company is maintaining a Structured Digital Data System which is non
tamperable and is also subject to Internal audit.

16. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of
the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules,

2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

17. VIGIL MECHANISM:

In accordance with section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations,

2015, the company has established a Vigil Mechanism and has a Whistle Blower Policy. The
policy provides a mechanism for all employees to report to the management, grievances
about the unethical behaviour or any suspected fraud. The policy is available at the website
of the company www.rclretail.in.

18. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
does not apply to your Company. Hence, the report on Corporate Governance is not
provided.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any contracts / arrangement with the related parties'
u/s.188 of the Companies Act, 2013 during the year.

20. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees draw remuneration in excess of the limits prescribed in the relevant
regulations. Hence, details of the employees of the Company as required pursuant to 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the
Companies Act, 2013, the disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming
part of the Annual Report, is available for inspection at the registered office of the company
during working hours. Any member interested in obtaining such information may write to
the Compliance officer and the same will be furnished without any fee.

21. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:

The Company has recovered from the Covid 19 impact and would like to focus on "retail
sector" which has enormous demand. The Risk management committee is entrusted with
the task of managing the challenges ahead. The company's internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
In addition to the internal control systems, the board has laid emphasis on adequate
internal financial controls to ensure that the financial affairs of the company are carried out
with due diligence. Significant audit observations and follow up actions thereon are
reported to the audit committee.

22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The product dealt by the Company is material intensive and not power intensive. However,
the thrust on energy conservation continues and necessary measures for optimization of
energy consumption have been taken. The technology used is indigenous, neither any
foreign exchange was earned nor there was any outgo of foreign exchange during the
period under report.

23. LISTING WITH STOCK EXCHANGE

The Company's equity shares are listed in SME Platform of BSE Limited.

24. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND

There are no amounts which need to be transferred to the Investor Education and
Protection Fund.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal),
Act, 2013. During the year under review no complaints have been received.

26. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: -

Not Applicable

27. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:-

28. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, suppliers, bankers, business
partners /associates, financial institutions and various regulatory authorities for their
consistent support / encouragement to the Company. Your Directors would also like to
thank the Members for reposing their confidence and faith in the Company and its
Management.

By Order of the Board
For SHANTI GURU INDUSTRIES LIMIETDSd/-

RATANCHAND LODHA
Chairperson
DIN:01534269

Date: 01/08/2023
Place: Chennai