Your Directors are pleased to present the 31^st Annual Report of Rushil Decor Limited ("the Company") together with the audited financial
statements for the year ended 31^st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended 31^st March, 2025 is summarized below:

COMPANY'S FINANCIAL PERFORMANCE
Standalone:

Net revenue from operations increased to ? 8913.39 Millions as
against ? 8439.70 Millions in the previous year showing a growth
of ? 473.69 Millions which is around 5.61%.

The Profit before Tax for the current year is ? 629.61 Millions as
against ? 612.69 Millions in the previous year.

The Profit after Tax (PAT) for the current year is ? 483.05 Millions as
against the profit of ? 431.09 Millions in the previous year.

Consolidated:

Net revenue from operations for the current year is ? 8979.44
Millions.

The Profit before Tax for the current year is ? 625.38 Millions.

The Profit after Tax (PAT) for the current year is ? 478.75 Millions.

The detail about the segment-wise position of business is
mentioned in the Management Discussion and Analysis Report.

KEY BUSINESS DEVELOPMENTS EXPANSION OF
LAMINATE SHEET

On 30.04.2025, the Company has inaugurated the manufacturing
facility and began commercial production of Phase 1 at its newly
set-up manufacturing plant at Village Itla, Near Kalyanpura Patia,
Gandhinagar Mansa Road, Tal. Mansa, District Gandhinagar,
Gujarat focused on the production of Jumbo size laminate sheets.

The aforesaid Unit has been set up for the production of Jumbo
Size Laminate Sheets with a capacity of about 1.2 Million sheets (if
considered as 1 mm sheet) per annum at Phase 1. This will enable
the Company to tap into the growing demand for thicker format
decorative laminates. This facility is projected to strengthen the
company's position in the expanding in global Jumbo Laminate
Market which aimed primarily to mark its presence in the export
market, especially the developing and developed countries.

CHANGE(S) IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the
Company during the year under review.

MATERIAL CHANGES & COMMITMENT AFFECTING
FINANCIAL POSITION

Preferential Issue of Convertible Warrants into Equity
Shares

The Company has issued and allotted 41,30,000 convertible
warrants to public and promoter groups at the rate of ? 297
per warrant on 23.12.2023. The Company received an amount
equivalent to twenty five per cent of the consideration against
each warrant on the date of allotment of warrants. As per SEBI
(ICDR) Regulations, the tenure of such warrants should not exceed
18 months from the date of allotment. Accordingly, the last date
of conversion of such warrants was 22.06.2025.

The company has received the balance amount (balance 75%)
i.e. ? 47.67 Crores on 21,40,000 convertible warrants upto end of
Financial Year and accordingly Company has allotted 2,14,00,000
fully paid equity shares of ' 1 each on conversion of warrants.

After the financial year 2024-25 till the date of this report,
the company has received further amount (balance 75%) i.e.
? 14.70 Crores on 6,60,000 convertible warrants and accordingly
Company has allotted 66,00,000 fully paid equity shares of ' 1
each on conversion of warrants.

The Company has not received the balance amount (balance 75%)
on 3,30,000 convertible warrants within 18 months from the date
of allotment of warrants. The Company has forfeited 25% amount
already paid on 3,30,000 warrants at the time of allotment of
warrants as per the provision of Regulation 169(3) of Chapter V of
the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.

Further, one of the warrant holders namely Vespera Fund Limited
could not participate in the conversion of it's 10,00,000 warrants
into equity shares till the permitted timeline of 18 months i.e.
upto 22^nd June, 2025. As per the status quo order of the Securities
Appellate Tribunal, Company has not forfeited the 10,00,000
convertible warrants of Vespera Fund Limited even through it has
not paid the balance 75% amount to the Company. On getting
final order of Securities Appellate Tribunal, Mumbai, Company will
act according to order of authority.

Hence, there are 10,00,000 outstanding convertible warrants
which would be converted into equity shares on receipt of full
consideration from the warrant holders if final order of Securities
Appellate Tribunal, Mumbai is in favour of Vespera Fund Limited.

As on the date of report, equity share capital of the Company is
' 29,34,16,820/- divided into 29,34,16,820 equity shares of ? 1/-
each. Once full amount on balance 10,00,000 convertible warrants
will be received, the total equity share capital of the Company
will be ? 30,34,16,820/- divided into 30,34,16,820 equity shares
of ? 1/- each.

Sub-Division/ Split of Equity Shares

The Board of Directors of your Company in their meeting held on
24^th May, 2024 approved, the sub-division/ split of equity shares
of your Company, such that 1 (one) equity share having face value
of ?10.00 (Rupees Ten only) each, fully paid-up, was sub-divided
into 10 (ten) equity shares having face value of ?1.00 (Rupee One

only) each, fully paid-up. Further, the members vide resolution
passed by way of postal ballot on 3^rd July, 2024 approved the said
sub-division/ split of equity shares and consequential alteration
in the existing Capital Clause of the Memorandum of Association
(MOA) of your Company. After the requisite approvals of the Stock
Exchanges i.e. BSE and NSE and the depositories i.e. NSDL and
CDSL, new ISIN was allotted to the scrip of the Company. The effect
of change in face value of the share will be reflected on the share
price at the Stock Exchanges where your Company is listed (BSE
and NSE) effective from 9^th August, 2024 i.e. record date for the
purpose of sub-division/ split of equity shares of your Company.
As a result of the sub-division/ split of equity shares of your
Company, it will become more affordable and encouraged
participation of investors at large.

Except above, there are no material changes and commitments,
affecting the financial position of the Company, which have
occurred during the FY 2024-25 to which the financial statements
relates and the date of this report.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to
transfer any amount to the Reserves for the year under review.

DIVIDEND

The Board of Directors of your Company, in its meeting held on
14^th May, 2025 has recommended a final dividend of ?0.10 (Ten
Paisa)(@ 10%) per equity share of the face value of ?1/- each fully
paid up for the financial year ended 31^st March, 2025, subject to
the approval of the Members at the ensuing 31^st Annual General
Meeting. The Final dividend is payable to those Shareholders
whose names appear in the Register of Members as on the Record
Date fixed by the Company.

The Dividend payable by the Company will be as per the Dividend
Distribution Policy of the Company.

INDUSTRY OVERVIEW

Company has two main business segments, i.e. MDF Board and
Laminates Sheets. In FY 2024-25, Laminates and allied products
have contributed 22.64% to Company's revenue and MDF Board
has contributed 75.55% to Company's revenue.

CAPITAL STRUCTURE
Authorised Share Capital

During the year, the authorised Share Capital of the Company
has been substituted from ?40,00,00,000 (Rupees Forty Crores
only) divided into 4,00,00,000 (Four Crores) Equity Shares of ? 10
(Rupees Ten) each to ?40,00,00,000 (Rupees Forty Crores only)
divided into 40,00,00,000 (Forty Crores) Equity Shares of ?1 (Rupee
One) each vide shareholders resolution dated 3^rd July, 2024.

Paid up Share Capital

As on 31^st March, 2025, the paid up equity share capital
of the Company was f 28,68,16,820/- (divided into
28,68,16,820 equity shares of f 1/- each).

The Company has issued and allotted 41,30,000 convertible
warrants on 23^rd December, 2023, to promoter/promoter groups
and public at the rate of f 297 per warrant.

The company has received the balance amount (balance 75%)
i.e. ? 47.67 Crores on 21,40,000 convertible warrants upto end of
Financial Year and accordingly Company has allotted 2,14,00,000
fully paid equity shares of ' 1 each on conversion of warrants.

After the financial year 2024-25 till the date of this report,
the company has received further amount (balance 75%) i.e.
? 14.70 Crores on 6,60,000 convertible warrants and accordingly
Company has allotted 66,00,000 fully paid equity shares of ' 1
each on conversion of warrants.

As on the date of report, equity share capital of the Company is
' 29,34,16,820/- divided into 29,34,16,820 equity shares of ? 1/-
each. Once full amount on balance 10,00,000 convertible warrants
will be received, the total equity share capital of the Company
will be ? 30,34,16,820/- divided into 30,34,16,820 equity shares
of ? 1/- each.

The details about the paid up share capital is duly described in the
financial statements which is part of this Annual Report.

Except above, the Company has not made any issue or allotment
of shares during the year under review.

ISSUE OF SHARES OR OTHER CONVERTIBLE SECURITIES
Preferential Issue of Convertible Warrants Into Equity
Shares

The details about the allotment of equity shares on conversion of
warrants is mentioned earlier in this report.

The company has allotted 2,14,00,000 fully paid equity shares
of ' 1 each during the Financial Year 2024-25 on conversion of
21,40,000 convertible warrants.

After the financial year 2024-25 till the date of this report,
the company has received further amount (balance 75%) i.e.
? 14.70 Crores on 6,60,000 convertible warrants and accordingly

Company has allotted 66,00,000 fully paid equity shares of ' 1
each on conversion of warrants.

Except above, the Company has not made any issue or allotment
of shares during the year under review.

CREDIT RATING

The Company has not issued any debt instruments and does not
have any fixed deposit programme or any scheme or proposal
involving mobilisation of funds in India or abroad during the
financial year ended 31^st March, 2025.

The Infomerics Valuation and Rating Private Limited wide letter
dated 17^th October, 2024 have assigned the credit rating as IVR A-
(IVR A minus with Stable Outlook) rating to Company's Long-Term
bank facilities and have assigned IVR A2 (IVR A Two plus) rating
for Short Term bank facilities. The Outlook is Stable.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Details of unclaimed/unpaid dividend and shares
transfer to IEPF

During the financial year, the Company had transferred the
dividend amount of ?3638 to IEPF.

However, during the year, the Company has transferred ?480
as dividend to IEPF Authority pertains to the shares already
transferred to IEPF Account.

During the financial year, the Company had transferred
24800 shares to IEPF.

b) Details of the resultant benefits arising out of shares
already transferred to the IEPF

During the year, the Company has transferred ?480 to IEPF
Authority pertains to the shares already transferred to IEPF
Account.

c) Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto 31.03.2025, which are liable to
be transferred to the IEPF, and the due dates for such transfer.

The below table gives information relating to various outstanding dividends and the due dates of transfer to IEPF Authority:

*The above table is showing the position as on 31^st March, 2025.

As per above table, the Company will transfer the shares on which the dividend has remained unclaimed for a period of seven
consecutive years to the IEPF Authority at the due date. Members are therefore requested to ensure that they claim the dividends
referred above before it will transferred to the IEPF Account.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at www.rushil.com.
The same can also be accessed from the website of IEPF Authority at www.iepf.gov.in. The shareholders are therefore encouraged
to verify their records and claim their dividends of all the earlier seven years, if not claimed.

d) Details of the Nodal Officer

The details of the Nodal Officer required under Rule 7(2A) as inserted by the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 is as under:

The aforesaid detail is also available on the website of the
Company at https://rushil.com/admin/uploads/investors
pdf/iepf/Nomination of Nodal officer.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by rotation and subsequent re-appointment:

Mr. Ramanik T. Kansagara (DIN: 08341541), Executive Director, is
liable to retire by rotation at the ensuing Annual General Meeting,
pursuant to Section 152 and other applicable provisions, if any, of
the Companies Act, 2013, read with the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in
force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for
approval of the shareholders of the Company at the ensuing AGM.
The brief resume of the Director and other related information
has been detailed in the Notice convening the ensuing AGM of
the Company.

Change in Board Composition:

During the year under review following changes were made in the
Composition of Board of Directors:

Term Completion of Mr. Shankar P. Bhagat (DIN:
01359807) as an Independent Director

Mr. Shankar P. Bhagat ceased to be a Director of the Company
upon completion of his term as Independent Director on
20^th September, 2024. Mr. Shankar P. Bhagat was re-appointed
as an Independent Director for second term of five consecutive
years from 21^st September, 2019 to 20^th September, 2024. As per
Section 149(11) of the Companies Act, no independent director
shall hold office for more than two consecutive terms. His second
term of five consecutive years was completed on 20^th September,
2024 and accordingly he was ceased as an Independent Director
of the Company.

The Board placed on record their gratitude and appreciation for
the valuable contributions made by Mr. Shankar P. Bhagat, during
his association with the Company as Independent Director.

Appointment of Mr. Hiren S. Mahadevia (DIN: 00156429)
as an Independent Director

Appointment of Mr. Hiren S. Mahadevia (DIN: 00156429) as an
Additional Independent Director was made in the Board Meeting

held on August 01,2024 for a period of one year w.e.f. August 9,
2024. His appointment from Additional independent Director to
an Independent Director was regularized in the Annual General
Meeting held on September 20, 2024 for a period of one year from
the date of appointment. Accordingly, his first term is valid upto
August 8, 2025.

In the board Meeting held on August 2, 2025, Mr. Hiren Mahadevia
was reappointed as an Independent Director of the Company for
his second term of five years from August 09, 2025 to August 08,
2030 subject to approval of the Shareholders in the ensuing
Annual General Meeting.

Re-appointment of Mr. Ramanik T. Kansagara (DIN:
08341541) as Executive Director

The members at their 26^th Annual General Meeting held on
18^th December, 2020 designated Mr. Ramanik T. Kansagara (DIN:
08341541) as Whole Time Director for a term of four years effective
from 1^st August, 2020 to 31^st July, 2024. His office of directorship is
due for retirement on 31^st July, 2024.

The Company re-appointed Mr. Ramanik T. Kansagara, as Whole
Time Director of the Company in the annual general meeting
held on September 20, 2024 for further term of five (5) years w.e.f.
1^st August, 2024 to 31^st July, 2029.

Key Managerial Personnel (KMP)

During the year under review, Mr. Rushil Thakkar (DIN: 06432117)
was re-designated as Managing Director from Whole Time Director
and Mr. Krupesh Thakkar (DIN: 01059666) was re-designated as
Whole Time Director from Managing Director w.e.f. September 29,
2024 for the remaining period of their appointment respectively.

Except, this there has been no change in the KMP of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted the declarations of
Independence, as required under Section 149(7) of the Companies
Act, 2013 and Regulation 25(8) of the SEBI (LODR) Regulations,
2015 that they meet the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 as well as clause (b) of
sub-regulation (1) of Regulation 16 of the SEBI (LODR) Regulations,
2015 and that he/she is not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or
impact his/her ability to discharge his/her duties with an objective

independent judgment and without any external influence and
that he/ she is independent to management. All the Independent
directors have complied with the code for independent director as
prescribed in Schedule IV of the Companies Act, 2013.

All the Independent Directors of the Company have enrolled their
names in the database of Independent Directors maintained by
Indian Institute of Corporate Affairs (IICA) in terms of the regulatory
requirements. Also, the online proficiency self-assessment test as
mandated have been undertaken by those Independent Directors
of the Company who are not exempted within the prescribed
timelines.

The Company had formulated and implemented the code of
conduct for the board of directors and senior management
personnel which is available on the Company's website at
https://rushil.com/admin/uploads/investors pdf/codes
policies/or-management-under-Regulation-17-of-the-SEBI-
LODR-Regulation-2Q15.pdf

FAMILIARISATION PROGRAMME FOR THE

Incompliance withtherequirements of the Listing Regulations,
the Company has put in place a familiarization programme
for the Independent Directors to familiarise them with their
roles, 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 familiarisation programme
are explained in the Corporate Governance Report. The same
is also available on the website of the Company at https://
rushil.com/admin/uploads/7/10/Familiarization-Programmes-
for-Independent-Directors 1.pdf

NUMBER OF MEETINGS OF THE BOARD AND ITS
COMMITTEES

During the FY 2024-25, 8 (Eight) board meetings were held.
The details of the meetings of Board of directors and its
Committees convened during the Financial Year 2024-25 are set
out in the Corporate Governance Report, which forms part of this
Report.

BOARD COMMITTEES

There are various committees constituted as stipulated under
the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 namely
Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, and Corporate Social
Responsibility Committee. Brief details pertaining to composition,
terms of reference, meetings held and attendance thereat of
these Committees during the financial year 2024-25 have been
enumerated in Corporate Governance Report, which forms part
of this Report.

Following mandatory Board Committees were re-constituted
in the board meeting held on August 01, 2024 by the Board
members.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, the recommendations of Audit Committee, if any
were accepted by the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and
Remuneration Policy in accordance with the provisions of the
Companies Act, 2013 read with the Rules framed thereunder
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Nomination and Remuneration Committee has formulated
the criteria for appointment of Executive, Non-Executive and
Independent Directors on the Board of Directors of the Company
and persons in the Senior Management of the Company,
their remuneration including determination of qualifications,
positive attributes, independence of directors and other
matters as provided under sub-section (3) of Section 178 of the
Companies Act, 2013 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).

The salient aspects covered in the Remuneration policy have been
outlined in the corporate governance report which forms part of
this report.

PERFORMANCE EVALUATION OF THE BOARD,
COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with
Rules framed thereunder and in compliance with the requirements
of the SEBI (LODR) Regulations, 2015, the Board has carried out the
annual performance evaluation of the Board as a whole, Individual
Directors including Independent Directors (IDs), Non-Independent
Directors, Chairperson and the Board Committees. A structured
questionnaire was prepared after taking into consideration the
inputs received from the Directors, covering various aspects of
the Board's functioning such as adequacy of the composition of
the Board and its Committees, Meetings of the board, functioning
of the board, effectiveness of board processes, Board culture,
execution and performance of specific duties, obligations and
governance.

The exercise was also carried out to evaluate the performance
of individual directors including the Chairman of the Board, who
were evaluated on parameters such as level of engagement
and contribution, independence of judgment, safeguarding the
interest of the Company and its minority shareholders etc.

The performance evaluation of individual directors was carried
out by the entire Board excluding the director being evaluated.

The performance evaluation of the Board as well as performance
of the every Committee was also carried out by the entire Board.
The Board has evaluated the composition of Board, its committees,
experience and expertise, performance of specific duties and
obligations, governance matters, etc.

Further, the Board of Directors have carried out the evaluation of
the IDs, which includes the performance of the IDs and fulfillment
of the independence criteria as specified in the Listing Regulations
and their independence from the management. The directors who
were subject to evaluation did not participate in the proceedings
of the meeting. Independent Directors reviewed the performance
of the Chairman of the Company, taking into account the views of
executive directors and non-executive directors.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF
THE COMPANY

The information required under Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/Employees of the Company is set out in "Annexure -
[1]" of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board
of Directors of the Company, hereby state and confirm that:

(a) in the preparation of the annual accounts for the
financial year ended 31^st March, 2025, the applicable
accounting standards have been followed and there
are no material departures from the same;

(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 as at 31^st March, 2025 and of the profit
and loss of the Company for the financial year ended
31^st March, 2025;

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

(d) they have prepared 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 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Board has adopted policies and procedure for ensuring the
orderly and efficient conduct of its business, including adherence
to the Company's policies, the safeguarding of its assets, the
prevention and detection of fraud and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.

During the year no reportable material weakness in the design or
operation were observed.

FRAUDS REPORTED BY THE AUDITOR

The auditor of the Company has not reported any fraud to the
Audit Committee or Board or to the Central Government under
Section 143(12) of the Companies Act, 2013.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2025, Your Company have two subsidiaries
companies - "Rushil Modala Ply Limited" and "Rushil Decor Pte.
Ltd."

The subsidiary Company i.e. Rushil Modala Ply Limited
was incorporated on 19^th March, 2024 with the objects of
manufacturing and trading of Plywood and other allied products.
This Company is incorporated in the state of Karnataka and the
RDL has 51% shareholding in this subsidiary Company.

The Wholly owned subsidiary Company i.e. Rushil Decor Pte.
Ltd. was incorporated on 6^th November, 2024 in Singapore with
the objects to carry out the business of laminated sheet, Veneer,
MDF Board, HDF Board, Plywood, Particle Board, PVC Board,
Wooden Flooring, all types of panel board etc.

Pursuant to the provisions of Section 129, 134 and 136 of the Act
read with rules made thereunder and Regulation 33 of the SEBI
Listing Regulations, your Company has prepared consolidated
financial statements of the Company and a separate statement
containing the salient features of financial statement of
subsidiaries, joint ventures and associates in Form AOC-1 as set
out in "Annexure - [2]" of this report, which forms part of this
Integrated Annual Report.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted
any deposit within the meaning of Sections 73 and 74 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014. Further, Company does not have any
deposit which is in violation of Chapter V of the Act.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has taken unsecured
loans from directors of the Company. Details of unsecured loans
taken are given in the Notes to the Financial Statements forming
part of Annual Report.

Director, who has given unsecured loans to the Company, has
furnished to the Company at the time of giving the loan, a
declaration in writing to the effect that the amount is not being
given out of funds acquired by him by borrowing or accepting
loans or deposits from others.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The details of Loans, guarantee and Investments covered under
the provisions of Section 186 of the Act are given in the Notes to
the Financial Statements forming part of Annual Report.

RELATED PARTY TRANSACTIONS

During the FY 2024-25, the Company has entered into
transactions with related parties as defined under Section 2(76)
of the Companies Act, 2013, which were in the ordinary course
of business and at arms' length basis. Further, the transactions
were in accordance with the provisions of the Companies Act,
2013, read with rules framed thereunder and the SEBI (LODR)
Regulations, 2015. All Related Party Transactions were entered
with approval of the Audit Committee and is in compliance with
the applicable provisions of the Act and the Listing Regulations.

The details of the Related Party Transactions as required under
IND AS - 24 are set out in Notes to the financial statements.

The Policy on Related Party Transactions as formulated by
the Company is available on the website of the Company
at https://rushil.com/admin/uploads/7/10/Rushil-Related-
Party-Transaction-Policy 1.pdf

The detailed disclosure of these transactions in 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 [3]" to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of the Company, during the financial year
2024-25 carried out in areas of Animal Welfare, Promoting
Education, Preventive Health Care, Sanitation and safe drinking
water, Eradicating Hunger, Poverty and Malnutrition (food supply),
Empowering Woman and Economically backward group, Setting
up Old age homes and such other facilities for senior citizen,
etc. The Company also funded for education, medical support
and women empowerment through recognised implementing
agency named Shree Ghanshyam Parivar Trust. These activities
are in accordance with Schedule VII of the Companies Act, 2013
and CSR Policy of the Company.

The CSR expenditure incurred by the Company during the FY
2024-25 as well as other details of initiatives undertaken by the
Company during the Financial Year 2024-25 in CSR has detailed in
this Annual Report. The Annual Report on CSR activities as per the
Companies (Corporate Social Responsibility Policy) Rules, 2014
has been annexed to this Report as "Annexure - [4]".

The CSR policy is available on the website of the Company
at https://rushil.com/admin/uploads/7/10/Corporate-Social-
Responsibilitv-Policv.pdf

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

The information required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure - [5]".

RISK MANAGEMENT POLICY

The Company has a robust Risk Management Policy.
The Company through Board and Audit Committee oversees the
Risk Management process including risk identification, impact
assessment, effective implementation of the mitigation plans
and risk reporting. Risk Management forms an integral part of the
Company's planning process.

The Audit Committee has additional oversight in the area of
financial risks and controls. Major risks identified by the business
and functions are systematically addressed through mitigating
actions on continuing basis.

There are no risks, which in the opinion of the Board threaten the
existence of the Company.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism / Whistle Blower
Policy pursuant to Regulation 22 of the Listing Regulations and
Section 177(9) of the Companies Act, 2013 enabling stakeholders
to report any concern of unethical behavior, suspected fraud or
violation and Regulation 4(2)(d)(iv) read with Regulation 22 of the
SEBI (LODR) Regulations, 2015. The policy enables stakeholders,
including individual employees, directors and their representative
bodies, to freely communicate their concerns about illegal or
unethical practices, instances of unethical behavior, actual or
suspected fraud or violation of Company's code of conduct.
The Policy provides adequate safeguards against victimization
of Director(s)/ employee(s) and direct access to the Chairman
of the Audit Committee in appropriate or exceptional cases.
The protected disclosures, if any reported under this Policy will
be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director, employee or any
other personnel has been denied access to the Chairman of the
Audit Committee and that no complaint was received during the
year.

The policy is circulated to all the Directors / employees and also it
is available on the website of the Company at https://rushil.com/
admin/uploads/investors pdf/codes policies/Whistle Blower
Policy.51.pdf

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE
REGULATORS

During the year, there is no significant/material order(s) passed
by the Regulators, Courts, Tribunals, Statutory and quasi-judicial
body impacting the going concern status of the Company and its
operations in future.

The details of litigation on tax and other related matters are
disclosed in the Auditor's Report and Financial Statements which
forms part of this Annual Report.

AUDITORS
Statutory Auditor

M/s. Pankaj R. Shah & Associates, Chartered Accountants, a
firm having Firm Registration No. 107361W, were appointed
as Statutory Auditor of the Company at the AGM held on
27^th September, 2021 for a term of five consecutive years.

The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
The Auditor's Report dated May 14, 2025 is unmodified and does
not contain any qualification, reservation or adverse remark.

No fraud has been reported by the Auditors to the Audit
Committee or the Board.

Secretarial Auditor

On the recommendation of the Audit Committee, the board
of directors has approved the appointment of M/s. SPANJ &
Associates, Practicing Company Secretaries, Ahmedabad, a peer
reviewed firm (Firm Registration No. P2014GJ034800) in its
meeting held on 14 May, 2025 to undertake the Secretarial
Audit of the Company from the financial year 2025-26 to 2029-30
pursuant to the provisions of Section 204 of the Companies Act,
2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and as per the Regulation
24A(1)(b) SEBI (LODR) Regulations, 2015 as amended subject to
the approval of the shareholders at the ensuing annual general
meeting.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR-3 for
the Financial Year 2024-25 is annexed herewith as "Annexure -
[6]" to this Report. The Secretarial Auditor has not reported any

qualification, reservation or adverse remark or disclaimer in his
report.

Your Company has also obtained certificate from the secretarial
auditor certifying that none of the directors of our Company has
been debarred or disqualified from being continuing as directors
of the Company by SEBI, Ministry of Corporate Affairs or such
similar statutory authority.

The Company has also filed the Secretarial Compliance Report for
the financial year ended 31^st March, 2025 to the Stock Exchanges
in relation to compliance of all applicable SEBI Regulations/
circulars/guidelines issued thereunder, pursuant to requirement
of Regulation 24A of the SEBI (LODR) Regulations, 2015.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with Secretarial Standard 1 and 2
issued by the Institute of Company Secretaries of India (ICSI) on
Board Meetings and General Meetings respectively.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to
implement any Corporate Actions within the specified time limit.

ANNUAL RETURN

The Annual Return in Form MGT-7 is available on the website of
Company at www.rushil.com

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing Regulations,
the Board of Directors of the Company has adopted a Dividend
Distribution Policy ('Policy') which, is available on the website of
the Company at https://www.rushil.com/admin/uploads/7/14/
Dividend-Distribution-Policy-pdf.pdf

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY
REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report forms part of
this Annual Report.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act,
are not applicable for the business activities carried out by the
Company.

STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 of the SEBI (LODR) Regulations 2015,
listed entity shall submit to the stock exchange a Statement of
Deviation(s) or Variation(s) on a quarterly basis for public issue,
rights issue, preferential issue etc.

Statement of deviation(s) or variation(s), quarter wise was placed
in the respective audit committee meetings for their review.
Further, a statement for the year ended 31^st March, 2025, on the
utilisation of proceeds of Preferential Issue of the Company was
placed before the Audit Committee in its meeting held on May 14,
2025, wherein the Audit Committee noted that there was no
deviation as regards to utilisation of funds from the Objects stated
in the Private Placement Offer Letter for Company's Preferential
Issue and post its approval the same was submitted with the Stock
Exchanges on May 14, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of the SEBI (LODR) Regulations, 2015, a
detailed review of the developments in the industry, performance
of the Company, opportunities and risks, segment wise and
product wise performance, internal control systems, outlook etc.
of the Company is given under the head Management Discussion
and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance along with a certificate
from the Practicing Company Secretary on its compliance for the
Financial Year 2024-25, as per Regulation 34(3) read with Schedule
V of the SEBI (LODR) Regulations, 2015 forms part of this Annual
Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment
at workplace and has formulated a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at workplace in
line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the rules thereunder for prevention and redressal of complaints
of sexual harassment at workplace. The Policy is uploaded on the
web portal of the Company under following weblink: https://
www.rushil.com/admin/uploads/7/10/Policy-on-Prevention-of-
Sexual-harrasement-of-women-at-workplace.pdf

The policy aims to provide protection to employees at workplace
and prevent and redress complaints of sexual harassment and for
the matters connected and incidental thereto, with the objective
of providing safe working environment, where employees feel
secure.

An Internal Complaints Committee has been set up wherein the
senior management (with women employees constituting the
majority) personnel are its members to Redress complaints related
to sexual harassment. During the Financial year 2024-25, the
Company has not received any complaint of sexual harassment
at workplace. Further, there was not any complaint received or
pending at the beginning of the year or at the end of the year.

ACKNOWLEDGEMENT

The Board sincerely thanks Company's customers, vendors,
central and state government bodies, auditors, legal advisors,
consultants, registrar and bankers for their continued support to
the Company during the year under review. The Directors also
wish to place on record their appreciation for the dedicated efforts
of the employees at all levels. Finally, the Board expresses its
gratitude to the members for their continued trust, co-operation
and support.

For and on behalf of the
Board of Directors,

Krupesh G. Thakkar

Date: August 11,2025 Chairman

Place: Ahmedabad (DIN: 01059666)