The Directors have pleasure in presenting before you the 12^<h Annual Report of the Company together
with Audited Financial Statements of the Company, for the year ended 31^M March, 2024.

1. FINANCIAL RESULTS:

The performance during the period ended 31^st March 2024 has been as under:

(Amount in '00 of INRl

In accordance with the Companies Act. 2013. the annual return in the prescribed format (MGT-7) for the
Financial Year 2023-24 is available at https://www.rcmpl.co.in/

2. NUMBER OF BOARD MEETINGS: (Section 134(3)(b)|:

There were 9 Board Meetings held during the Financial Year-2023-24. The details of directors who
attended the meetings (as per secretarial standards) are as under:

3. COMPOSITION OF COMMITTEES

A. AUDIT COMMITTEE [Section 177]:

Composition

Audit Committee consists of 3 members namely Mr. Neeraj Bangur, Independent Director. Mr. Gaurav
Maheshwari, Independent Director and Mr. Anand Suresh Watve, Managing Director. Mr. Neeraj Bangur.
Independent director, acting as the Chairman of the Committee.

flic Chairman and members of the Audit Committee are well versed with the financial matters and are
finance literate.

Role of Audit Committee

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

(ii) review and monitor the auditor’s independence and performance, and effectiveness of audit
process;

(iii) examination of the financial statement and the auditors' report thereon;

(iv) approval or any subsequent modification of transactions of the company with
related parlies;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

(ix) any other responsibility as may be assigned by the board from lime to lime.

Meetings and Attendance at Audit Committee Meetings as follows: There was no audit committee
during the financial year 2023-24. Hence no meetings were held. The Audit Committee was formed on
10^,h August 2024.

B. NOMINATION AND REMUNERATION COMMITTEE [Section 178 (1)|

Nomination and Remuneration Committee consists of 3 members namely Mr. Neeraj Bangur,
Independent Director. Mr. Gaurav Maheshwari, Independent Director and Mrs. Pinki Kedia. Independent
Director. Dr. Neeraj Bangur is acting as the Chairperson of the Committee.

Role of the Nomination and Remuneration Committee

(i) Formulation of the criteria for determining the qualifications, positive attributes and independence of
Director

(ii) Devising a policy on Board Diversity

(iii) Formulation of Remuneration Policy

(iv) Review the structure, size and composition of the Board

(v) Identifying and selection of candidates for appointment as Directors

(vi) Formulation of Remuneration policy

(vii) Review the structure, size and composition of the Board

(viii) Formulation of criteria for evaluation of Independent Directors and the Board

Meetings and Attendance at Nomination and Remuneration Committee Meetings as follows: There
was no nomination and remuneration committee during the financial year 2023-24. Hence no meetings
were held. The nomination and remuneration Committee was formed on 10^th August 2024.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE |Section 178 (5)|

The Stakeholder Relationship Committee Comprises of 3 members namely Neeraj Bangur. Independent
Director, Anand Suresh Watve, Managing Director, Atul Jagannath Kulkarni. Whole Time Director:

Mr. Neeraj Bangur. Non-Executive Director, acts as the Chairperson of the Committee.

The Stakeholders Relationship Committee shall consider and resolve the grievances of security holders of
the Company.

Meetings and Attendance at Stakeholders Relationship Committee Meetings as follows:

There was no Stakeholder Relationship committee during the financial year 2023-24. Hence no meetings
were held. The Stakeholder Relationship Committee was formed on 10^th August 2024.

I). Corporate Social Responsibility (CSR) and CSR Committee |Seetion 135|

Compliance of CSR is not applicable to the Company. Hence the Committee is not formed during the
year 2023-24. The CSR Committee was formed on I0'^h August 2024

4. DIRECTORS REPSONSIBILITY STATEMENT: |Section 134 (3)(c)l

Pursuant to the requirement of Section 134(5) ot the C ompanies Act, 2013. the Directors hereby confirm
that:

(a) In the preparation of the annual accounts for the financial year ended 31st March 2024. the applicable
accounting standards have been followed along with proper explanation relating to material disclosures.

(b) The Directors 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 lair view ot the state ot
affairs of the Company at the end of the financial year and of the Profit of the Company for the that
period:

(c) The Directors have taken proper and sulficicnt care lor the maintenance ol adequate accounting
records in accordance with the provisions of the Companies Act. 2013 tor safeguarding the assets ot the
Company and for preventing and detecting fraud and other irregularities:

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have devised proper system to ensure compliance with the provisions ot all applicable
laws and such systems are adequate and are operating effectively.

5. ratio of the remuneration of each director to the median

EMPLOYEE’S REMUNERATION PURSUANT TO SECTION 197 (12) OF THE
COMPANIES ACT, 2013 ANI) THE RULES MADE THERE UNDER:

The Company being unlisted public company the provisions of section 197( 12) are not applicable.

6. BOARD OF DIRECTORS:

As on 31⁵¹ March 2024. the Board consisted of Three Executive Directors.

7. AUDITORS:

Statutory Auditors: [Section 139|:

Statutory auditor of the company, M/s. BSMART and Associates LLP, Chartered Accountants. Pune,
Firm Registration No. 121 181W/W10001 I. were appointed as the Auditor in the Annual General Meeting
held in 2020 for a period of 5 years i. e. till the ensuing Annual General Meeting to be held in 2025.

Secretarial Auditor:

Company in not falling under class of companies defined under Rule 9 of Companies (Appointment and
Remuneration) Rules, 2014 of Section 204 of Companies Act. 2013 relating to Secretarial Audit, hence
provisions are not applicable to the Company.

Cost Auditor:

The maintenance of Cost Records has not been specified by the Central Government under sub-section (I)
of Section 148 of the Act. in respect of the activities carried on by the Company , hence provisions are not
applicable to the Company.

8. CERTIFICATION BY A COMPANY SECRETARY IN PRACTICE: [Section 92(2)[:

In accordance with the provisions of Section 92(2) of the Companies Act, 2013 read with Companies
Rules (Management and Administration) 2014. Annual Return filed by a listed company or a company
having paid-up share capital often crore rupees or more or turnover of fifty crore rupees or more, shall be
certified by Company Secretary in Practice in Form MGT-8.

Accordingly, certificate in Form MGT-8 shall be issued bv M/S MV & Associates, Company Secretaries
for the financial year 2023-24.

9. APPOINTMENT OF INDEPENDENT DIRECTOR [Section 149 (10)|:

There was no appointment oflndependent Directors during the financial year 2023-24.

The Board of Directors appointed Mr. Neeraj Bangur, Mr. Gaurav Maheshwari and Mrs. Pinki Kedia as
Independent Directors of the Company on 2^nd August 2024.

All Independent Directors of the Company are registered with the Indian Institute of Corporate Affairs
(MCA) pursuant to the Companies (Appointment and Qualification of Directors) Rules 2014 as amended.

10. DECLARATION OF INDEPENDENCE:

As there was no appointment of Independent Directors during the financial year 2023-24, this clause is
not applicable.

11. THE STATE OF THE COMPANY’S AFFAIRS: [Section I34(3)(i)|:

The Directors of the Company are of the opinion that the future of the Company is promising,
primarily because of the projections of the business of the company and developments tak.ng place in
the segment in which company operates.

The Directors of the Company are continuously looking for avenues for further growth of the
Company and are evaluating various areas where it can fetch good returns for the company in the

years to come.

Further during the year under review, there is no change in the nature of business ot the C ompany.

12. TRANSFER TO RESERVE: |Scctionl34 (3)(j)l
No amount is transferred to General Reserve.

13. DIVIDEND: |Scctionl34 (3)(k)|

The Company has not recommend any dividend for the financial year ended 31^s* March. 2024 in View of
conservation of resources.

14. RISK MANAGEMENT POLICY |Scctionl34 (3)(n)|

The Company has risk management framework which covers practices relating to Company’s enterprise
and also the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic
financial, credit, market, liquidity, security, property, IT. legal, regulatory, reputational and other risks and
there is an adequate risk management infrastructure in place capable of addressing those risks.

During the last financial year, the Company’s risk management practices were primarily focuses on the
effectiveness of strategic programs in improving our competitive position which provides unique place to
the Company in today's competitive business world, our good team of dedicated employees and
professionals always prepared to address any incident that may cause business disruptions to our physical

and technical model, strengthening internal control to detect fraudulent activity, leadership development
and monitoring possible impact of changes in our regulatory environment.

During the year, the Company has carried annual risk survey across the organizations to get inputs of key
risks in achieving business objectives, their impact on growth and mitigation actions to minimize such
impact. The Company also regularly assess business environment including external as well as internal
indicators along with assessments by market segments, growth of top clients, monetary risk and credit
risk.

The Company has made a comprehensive approach to risk management, fully integrating risk
management with strategic, financial and customer management so that goals and responsibilities are
aligned across the Company.

The Board manages risk systematically across the entire enterprise as well as the business and transaction
level. This comprehensive approach is designed to ensure that risk based decision making is appropriate at
all levels of organization.

15. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE
BALANCE SHEET AND THE DATE OF REPORT: (Section I34(3)(l)|:

The Bonus shares were issued to existing shareholders on 25^th May 2024. The Company was converted
into Public Limited with effect from 2^nd August 2024. The Company is in the process of going for Initial
Public Offer.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO: (Section I34(3)(m)|:

A. Conservation of energy:

Steps taken or impact on conservation of energy.: In view of the nature of business, there is not much
scope for energy conservation measures. However, adequate measures are taken to avoid wastage of
electricity.

(i) Steps taken by the company for utilizing alternate sources of energy: Nil.

Capital investment on energy conservation equipment: No additional investments are proposed for energy
conservation.

B. Technology Absorption:

(i) Efforts made towards technology absorption - In view of the nature of business, no special efforts are
being taken for advancement of technology.

(ii) Benefits derived like product improvement, cost reduction, product development or import
substitution. Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year): Nil

(a) Dctails of technology imported: Nil

(b) Year of import : Not Applicable

(c) Whether the technology has been fully absorbed: Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: and: Not
Applicable

iv) Expenditure incurred on research & development. Nil

C. Foreign Exchange Earnings & Outgo:

(Amount in *00 of INR)

17. DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES
(AC): Rule 8 (5) (iv) of Companies (Accounts) Rules, 2014:

The Company does not have any Subsidiaries. Joint Ventures or Associate Companies.

18. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT
VENTURES (JV), ASSOCIATE COMPANIES (AC):

The Company does not have any Subsidiaries. Joint Ventures or Associate Companies hence no
comments are necessary. •

19. VIGIL MECHANISM |Section 177(9)1:

Provisions of section 177(9) of the Companies Act. 2013 are not applicable to the Company.

20. FORMAL ANNUAL EVALUATION:

Provisions of section 134(3)(p) and 178(2) of the Companies Act. 2013 arc not applicable to the
Company.

21. MAINTENANCE OF COST RECORDS: [SECTION 134 [3)|Q| RI LE 8 [5][1X||

The provisions of maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act. 2013 are not applicable to Company.

22. OTHER MATTERS:

Following are the other matters to be covered pursuant to section 134(3) (q) of the Companies Act. 2013
read with Rules made there under:

I.Deposits: Company has not accepted any deposits during the financial year covered under chapter V of
the Act.

11.Event based disclosures in Directors Report:

a) Issue of equity shares with differential right if completed during the relevant financial year: NIL

b) Details to employment Stock Option Scheme during the relevant financial year: NIL

c) Details related to provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees: NIL

23. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
|Scctionl34 (3)(e)J

The provisions are not applicable to Company.

24. DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING
OR WHOLE TIME DIRECTOR FROM THE COMPANIES HOLDING OR SUBSIDIARY
COMPANY:

The Company does not have any Holding or Subsidiary company hence provisions are not applicable.

25. REPLY TO AUDITORS QUALIFICATION OR REMARKS OR OBSERVATIONS:

[Section 134 (3)(f)|: There is no qualification made by Auditor.

26. FRAUD TO RE REPORTED BY AUDITOR: [Section 134 (3) (ca)|

There were no frauds reported by the auditors under Section 143( 12) of the Companies Act. 2013.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: [Section 134 (3)(g)|

The Company has neither given any loan nor guarantee or security or made investment during the

financial year under review.

27. PARTICULARS OF RELATED PARTY TRANSACTIONS: |Sectionl34 (3)(h)|

The details are enclosed in Form AOC -2 is attached as Annexure 6

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE: [Rule 8 (5)(VII) of the Companies (Accounts)
Rules, 2014]:

There were no instances during the year attracting the provisions of Rule 8 (5)(vii) of the Companies

(Accounts) Rules. 2014.

29. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS: [Rule 8 (5)(viii) of the Companies
(Accounts) Rules, 2014|:

I he provisions of Rule 8 (5)(viii) of the Companies (Accounts) Rules, 2014 not applicable to the

Company.

30. PARTICULARS OF EMPLOYEES

I he provisions of companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are

not applicable during the year under review.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
[PREVENTION, PROHIBITION AND REDRESSAL] ACT, 2013:

[Rule 8 (5)(x) of the Companies (Accounts) Rules, 2014|:

The Company has constituted an Internal Complaints Committee (ICC) lor organizing workshops and
awareness programs at regular for sensitizing employees on the issues and panel implications w.r.t.
workplace sexual harassment. The ICC shall be responsible for prevention and redressal of complaints, if
any. The ICC ensures timely submission of reports to the Board.

The following is a summary of sexual harassment complaints received and disposed off during the year
2023-24.

No of complaints received: No Complaints Received
No of complaints disposed off: Not Applicable

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code 2016 and hence

this clause is not applicable to the C ompany.

33. DETAILS OF DIFFERENCE IN VALUATION:

The Company has not done any one-time settlement with the Bank and has not taken loan from any Bank
or Financial Institution during the year and hence this clause is not applicable to the Company.

34. DISCLOSURE IN RESPECT OF COMPLIANCES OF APPLICABLE SECRETARIAL
STANDARDS:

The Company has duly complied with applicable Secretarial Standards during the Financial Year 202 '-24
under review, issued by the ICSI on I^st July 2015 and also amended from time to time.

35. ACKNOWLEDGEMENTS:

Directors take this opportunity to express their appreciation for the services rendered by Company's
Bankers. Consultants and-Advisors, Auditors, Company Secretary. Material Suppliers. Customers and
Shareholders for their continued support and guidance. The Directors wish to place on record their
appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

By order of the Board of Directors of READYMIX CONSTRUCTION
MACHINERY LIMITED

AN AND SURESH WATVE--- ATUL KULKARNI^A^^

Managing Director Whole Time Director

DIN-05151936 DIN: 05151943

Email id: info@rcmpl.co.in

Contact no: 020-25289212

Place: -Pune

Date: - 20th August 2024