The Board of Directors (the "Board") of your Company are pleased to present the 38th Annual Report along with
the audited financial statements of your Company for the financial year ended on March 31,2025.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance highlights are depicted below:

The Company built on the thrust of the previous year and performed exceptionally well in terms of both
revenue & profitability. Strong demand for its standing products and solutions and a robust carried forward
order book, enabled the Company to end the year on a high note. Moreover, the Company continued
investment for future growth with focus on expansion of manufacturing capacity, research & development,
sales & distribution network, digitalisation, talent development and capability building. The Company's
focus to enhance quality of its order book, profitability, efficient utilisation of capital and building on its
international presence resulted in better performance.

The revenue from operations for the year has been increased to Rs. 253.65 Crore as compared to Rs. 197.35
Crore reported in the previous year. Consequently, increase in expenditure was also reported to Rs. 212.12
Crore as compared to Rs. 174.87 Crore in the previous year. Further, the company has earned net profit
(standalone) of Rs. 35.29 Crore in the current year as compared to Rs. 19.70 Crore in the previous year.
Whereas during the year under review, Company's net profit (consolidated) increased to Rs. 38.11 Crore
including share of profit of Rs. 2.81 Crore in joint venture as compared to Rs. 21.00 Crore including share of
profit of Rs. 1.30 Crore of the previous year.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to reserves. For complete
details on movement in 'Reserves and Surplus' during the financial year ended March 31,2025, please refer
to the 'Statement of Changes in Equity' included in the standalone and consolidated financial statements
of this Annual Report.

DIVIDEND

During this year under report, your Company reserved its rank in top 1,000 Listed Companies on the basis of
market capitalisation. Consequently, as per Regulation 43A of the SEBI Listing Regulations, the Board
formulated a Dividend Distribution Policy which is available on Company's Website:
https://www.rajoo.com/pdf/Codes_and_Policies/.

In accordance with the policy, the Board of Directors have recommended a final dividend of 15% i.e. Rs.
0.15 per equity share of face value of Re. 1 each, amounting to Rs. 2.45 Crore for the financial year ended
March 31, 2025 for approval of members at the ensuing 38th Annual General Meeting ("AGM" or "38th
AGM") of your Company.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands of the shareholders. The Company will,
accordingly, make the payment of the dividend after deduction of tax at source.

SHARE CAPITAL

V AUTHORISED SHARE CAPITAL:

During the year under scrutiny and till date, the authorised share capital of the Company was increased
thrice. Pursuant to the recommendation of the Board of Directors at its Meeting held on June 28, 2024 and
approval of shareholders by way of Postal Ballot on July 28, 2024, the authorised share capital was increased
from Rs. 7.70 Crore to Rs. 15 Crore. Then-after, the authorised share capital was increased from Rs. 15 Crore
to Rs. 18 Crore pursuant to the proposal by the Board at its Meeting held on October 14, 2024 and approved

by shareholders by way of Postal Ballot on November 14, 2024. Further, on recommendation of the Board at
its meeting held on March 04, 2025 and approval of shareholders by way of Postal Ballot on April 05, 2025,
the authorised share capital was increased from Rs. 18 Crore to Rs. 20 Crore. Consequent to aforesaid
changes in authorised share capital, the capital clause of the memorandum of association of the
Company was also altered.

V PAID-UP CAPITAL:

The Company had increased its paid-up capital by way of issue of bonus shares twice during the year, brief
details of which are depicted hereunder:

1) Pursuant to the recommendation of the Board of Directors at its Meeting held on June 28, 2024 and
approval of shareholders by way of Postal Ballot vide resolution dated July 28, 2024, your Company has
on August 09, 2024 allotted 6,15,04,574 Equity Bonus Shares of face value of Re. 1 each in the proportion
of 1:1 i.e. 1 Equity Bonus Share of Re. 1 each for every 1 existing Equity Share of face value of Re. 1 each
held by the shareholders of the Company as on record date i.e. August 08, 2024.

2) Pursuant to the recommendation of the Board of Directors at its Meeting held on October 14, 2024 and
approval of shareholders by way of Postal Ballot vide resolution dated November 14, 2024, your
Company has on December 03, 2024 allotted 4,09,87,245 Equity Bonus Shares of face value of Re. 1
each in the proportion of 1:3 i.e. 3 Equity Bonus Shares of Re. 1 each for every 1 existing Equity Share of
face value of Re. 1 each held by the shareholders of the Company as on record date i.e. December 02,
2024.

Consequent to above, the paid-up capital as on March 31,2025 amounts to Rs. 16,39,96,393/- (Rupees
Sixteen Crores Thirty Nine Lakh Ninety Six Thousand Three Hundred and Ninety Three).

V QUALIFIED INSTITUTIONAL PLACEMENT

Pursuant to the recommendation of the Board of Directors at its Meeting held on March 04, 2025 and
approval of shareholders by way of Postal Ballot vide Special Resolution dated April 05, 2025, your Company
by way of Qualified Institutional Placement ("QIP") raised an amount of Rs. 160 Crores by issuing and allotting
1,46,78,900 Equity Shares of face value of Re. 1 each fully paid up at an issue price of Rs. 109 per Equity
Share (including premium of Rs. 108 per Equity Share) to eligible Qualified Institutional Buyers. The QIP was
made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
amended, and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made
thereunder. Funds received pursuant to QIP have been utilised towards the objects stated in the Placement
Document. Consequent to QIP the issued and paid - up equity share capital of the Company stands at Rs.
17,86,75,293.

LISTING AT STOCK EXCHANGES

The Equity Shares of your Company continue to remain listed at BSE Limited ('BSE'). Additionally, your
Company applied for listing of its equity shares on National Stock Exchange of India Limited (NSE) under
Direct Listing. The application was approved by NSE on May 27, 2025. Consequently, trading of equity shares
commenced with effect from May 29, 2025 under the NSE symbol "RAJOOENG". Listing of equity shares on
NSE provides an additional platform to the investing community and other stakeholders at large, to access
all disclosures/announcements made by your Company from time to time.

The Company confirms that the annual listing fees to stock exchanges have been paid timely.

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public, falling within the ambit of Section 73 of the
Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.
SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 Joint Venture agreement with Bausano Holdings SRL, Italy under the name of
Rajoo Bausano Extrusion Private Limited (RBEPL) to manufacture and market pipe and profile extrusion
machinery lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and
SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo's best in class infrastructure and Bausano's
sublime pioneering technology, availability of indigenous raw material and access to the latest technology.
Through this unique Joint Venture, customers are offered world class technological products at affordable
price levels.

The Consolidated Financial Statements of the Company along with its Associates (Rajoo Bausano Extrusion
Private Limited) prepared for the year 2024-25 forms part of this Annual Report.

The statement containing the salient feature of the financial statement of a company's subsidiary or
subsidiaries, associate company or companies and joint venture or ventures, as required under the first
proviso to sub-section (3) of section 129, is prescribed in Note 32 of Notes to Accounts of Audited
Consolidated Financial Statements.

The Company does not have any subsidiary as on reporting date. During the year under review, no
company became or ceased to be Company's subsidiaries, joint ventures or associate companies.

Performance overview of Rajoo Bausano Extrusion Private Limited :

For the financial year ended March 31, 2025, REBPL delivered a strong financial performance, marked by
significant growth in revenue and profitability.

The Company's Revenue from Operations increased to Rs. 5,367.75 Lakhs as compared to Rs. 3,448.46
Lakhs in the previous year, showing a rise of around 55.67%. Simultaneously, Total Expenditure for the year
stood at Rs. 4,644.06 lakhs, representing an increase of 47.7% over the previous year's expenditure of Rs.
3,144.23 lakhs. Net Profit increased by 116.5%, rising to Rs. 575.32 lakhs from Rs. 265.72 lakhs in the previous
year.

In terms of contribution, RBEPL contributed approximately Rs. 281 lakhs to the consolidated financials of the
Company during the financial year 2024-25. The growth in profit contribution is attributable to strong
demand in the extrusion machinery segment, improved operational efficiency, and effective execution of
orders during the year. The Company continues to demonstrate a positive growth trajectory, reinforcing
confidence in its long-term business prospects and its ability to deliver value to stakeholders.

Retire by Rotation

As required under the provisions of the Act, Mr. Rajesh Nanalal Doshi, Chairman and Director, and Mr. Sunil
Jain, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers him-self for
re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Brief profile of Mr. Rajesh Nanalal Doshi and Mr. Sunil Jain, is annexed to the notice convening Annual
General Meeting. As of March 31, 2025, your Company's Board had eight members comprising of four
Executive Non - Independent Directors and four Non - Executive Independent Directors. The Board has a
Woman Director. Further, the details of the directors of the Company have been provided in the Corporate
Governance Report annexed to Annual Report.

Independent Directors

Mr. Kirit R. Vachhani, Independent Director, resigned from the Board due to expiry of his second consecutive
term. The board took note of the same with effect from September 19, 2024 and appreciates the
contribution made by Mr. Vachhani during his tenure with the Company.

In place of Mr. Vachhani, Mr. Sureshchandra G. Vaja was appointed as Additional Independent Director by
the Board on the recommendation of the Nomination and Remuneration Committee with effect from
October 1, 2024. The Members of the Company vide special resolution passed through postal ballot on
November 24, 2024 have approved the appointment of Mr. Vaja as Independent Director for a term of five
consecutive years commencing from October 1, 2024 to September 30, 2029. He shall not be liable to
retire by rotation.

CA Jinal H. Rupani was appointed as Additional Independent Director by the Board on the
recommendation of the Nomination and Remuneration Committee with effect from April 01, 2025. The
Members of the Company vide special resolution passed through postal ballot on June 01, 2025 have
approved the appointment of Ms. Rupani as Independent Director for a term of five consecutive years
commencing from April 01,2025 to March 31,2030. She shall not be liable to retire by rotation.

Mr. Pratik R. Kothari, who was appointed as the Independent Director by the Board with effect from February
02, 2023 relinquished his position as Non - Executive Independent Director and was appointed as Non -
Executive Non - Independent Director by the Board on the recommendation of the Nomination and
Remuneration Committee with effect from April 24, 2025. The Members of the Company vide special
resolution passed through postal ballot on June 01, 2025 have approved the change in designation of Mr.
Kothari from Non - Executive Independent Director to Non - Executive Non - Independent Director. He shall
now be liable to retire by rotation.

Mr. Hasmukhlal A. Manavadaria was appointed as Additional Independent Director by the Board on the
recommendation of the Nomination and Remuneration Committee with effect from June 17, 2025.
Currently, Postal Ballot is under process for obtaining approval of members for passing of special resolution
for regularisation and appointment of Mr. Manavadaria, as a Non - Executive Independent Director.

Declaration by Independent Directors

The Company has received necessary declarations from each of the Independent Directors of the
Company under Section 149 (7) of the Act and Regulation 25 of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), confirming
that they meet with the criteria of independence as laid down in Section 149 (6) of the Act, along with Rules
framed thereunder and Regulation 16 (1) (b) of the SEBI Listing Regulations. The declarations also confirm
compliance with Rule 6 (3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Further, in terms of Regulation 25 (8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstances or situations which exist or may be reasonably
anticipated that could impair or impact their ability to discharge their duties.

Based on the declarations received from all the Independent Directors, the Board has confirmed that they
meet the criteria of independence as mentioned under Section 149 (6) of the Act and Regulation 16 (1) (b)
of SEBI Listing Regulations and that they are independent of the management.

Meeting of Independent Directors

As stipulated by the Code for Independent Directors under the Companies Act, 2013 and the SEBI Listing
Regulations, a separate meeting of Independent Directors of the Company without the presence of
Executive Directors, Non - Executive Directors and Management Representatives was held during the FY
2024-2025 to review the performance of Non - Independent Directors (including the Chairman) and the
Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of
information between the Management and the Board and it's Committees which is necessary to effectively
and reasonably perform and discharge their duties.

Familiarisation Programme for Independent Directors

The Board members are provided with necessary details, documents, reports and internal policies to enable
them to familiarize themselves with the Company's procedures and practices. The Company has a
familiarisation programme for Independent Directors with regard to their roles, rights and responsibilities in
the Company and provides details regarding the nature of industry in which Company operates the
business models of the Company etc. which aims to provide insight to the Independent Directors to
understand the business of the Company.

The details of the program for familiarization of the Independent Directors of the Company are available on
the Company's website www.rajoo.com

Directors and Office Insurance

The company has purchased directors' and officers' liability insurance for each of its directors, including
independent directors and company officers, in accordance with Regulation 25 (10) of SEBI Listing
Regulation. The Board believes that the risk covered in the insurance is sufficient.

Key Managerial Personnel and Senior Management

Pursuant to the provisions of Section 203 of the Act, changes in Key Managerial Personnel of the Company
are briefed hereunder.

Mr. Rohit Sojitra, Company Secretary and Compliance Officer resigned from the Company with effect from
January 30, 2025 due to personal reasons. In place of Mr. Sojitra, Mr. Nikhil Gajjar was appointed as the
Company Secretary and Compliance Officer with effect from April 29, 2025.

Mr. Prakash Daga, Chief Financial Officer resigned from the Company with effect from March 21,2025 due

to personal and family priorities as well as professional growth prospects. In place of Mr. Daga, Mr. Chintan
Malkan was appointed as Chief Financial Officer with effect from June 17, 2025.

Mr. Jinesh Shah was appointed as the Chief Sales Officer and Senior Management Personnel of the
Company with effect from July 12, 2025.

Composition of the Board of Directors as on March 31,2025:

1. Mr. Rajesh N. Doshi Chairman & Executive Director

2. Ms. Khushboo C. Doshi Managing Director

3. Mr. Utsav K. Doshi Joint Managing Director

4. Mr. Sunil B. Jain Executive Director

5. Mr. Laxman R. Ajagiya Independent Director

6. Mr. Pratik R. Kothari Independent Director

7. Dr. Shital B. Badshah Independent Director

8. Mr. Sureshchandra G. Vaja Independent Director

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statement in terms of Section 134 (3) (c) of the Act:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

ii. the directors had 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 March 31,2025 and of the profit of the Company for the year ended on
that date;

iii. that the Directors 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;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

vi. that 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.

NUMBER OF MEETINGS OF THE BOARD

15 (Fifteen) Meetings of the Board were held during the year under review. For details of meetings of the
Board, please refer to the Corporate Governance Report, which is a part of this report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013, SEBI Listing Regulations and Governance
Guidelines, the Board has carried out an annual evaluation of its own performance, performance of the

Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time
schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from
all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members. The criteria for performance evaluation of the Board included aspects such as
Board composition and structure, effectiveness of Board processes, contribution in the long term strategic
planning, etc. The criteria for performance evaluation of the Committees included aspects such as
structure and composition of Committees, effectiveness of Committee meetings, etc. The above criteria for
evaluation were based on the Guidance Note issued by Securities and Exchange Board of India.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration and other matters provided in Section
178 (3) of the Companies Act, 2013 is made available on the Company's website www.rajoo.com

BOARD COMMITTEES

The Company is in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing
Regulations with regard to constitution of the Board Committees.

Composition, terms of reference and duties and responsibilities of each of the Board Committee is based
on the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Board Committees play a
crucial role in the governance structure of the Company, and they deal with specific areas of concern for
the Company that need a closer review. The Committees operate under the direct supervision of the Board,
and Chairpersons of the respective committees report to the Board about the deliberations and decisions
taken by the Committees. The recommendations of the Committees are submitted to the Board for
approval. Minutes of proceedings of the Committee meetings are circulated to the respective Committee
members of the Board and placed before Board meeting for noting.

The Board has constituted following Committees to take informed decisions in the best interests of the
Company in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

Number of meetings held during the year under review and other related details are set out in the Corporate
Governance Report.

All the recommendations of the Committees have been accepted by the Board during the year under
review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year ended March 31,2025, the Corporate Social Responsibility ("CSR") Committee was
duly constituted. Further, as on March 31,2025, the CSR Committee comprised of Ms. Khushboo C. Doshi,
Managing Director as Chairperson, Mr. Rajesh N. Doshi and Dr. Shital B. Badshah as the members of the
Committee.

Detailed terms of reference of the CSR Committee are provided in the Corporate Governance Report,
which forms an integral part of this Report. Your Company has also formulated a CSR Policy, which is
available on the website of your Company at www.rajoo.com .

Further, Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended ("CSR Rules") is annexed as Annexure - I and forms an integral part of this
Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year ended March 31, 2025, as stipulated
under Regulation 34 (2) (e) read with Schedule V of the SEBI Listing Regulations, part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, the Corporate Governance
Report and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are
annexed and made part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As a manufacturing enterprise, your Company strives to produce high-quality, safe, and sustainable
products that are accessible, affordable, and environmentally responsible. The Company is dedicated to
minimizing its environmental footprint by optimizing the use of natural resources, adopting energy-efficient
technologies, to ensure resource availability for future generations.

Your Company actively supports the well-being of surrounding communities by fostering inclusive
development, enabling a just transition to regenerative and low-carbon manufacturing practices, and
cultivating a resilient value chain. Additionally, the Company continues to strengthen its internal culture by
empowering employees to make sustainable and ethical business decisions that contribute to a positive
and responsible corporate environment.

Pursuant to Regulation 34 of the SEBI Listing Regulations read with SEBI's Master Circular dated November 11,
2024 and the applicable SEBI Circulars, your Company has reported its Environmental, Social, and
Governance (ESG) performance through the Business Responsibility and Sustainability Report (BRSR). The
BRSR outlines disclosures based on the nine principles of the National Guidelines on Responsible Business
Conduct (NGRBCs), reflecting the Company's commitment to transparency, accountability, and
sustainable industrial growth. The Business Responsibility and Sustainability Report (BRSR) is enclosed herewith
and forms an integral part of this Annual Report.

RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy and in the opinion of the
Board, during the financial year ended March 31,2025, there were no elements of risk identified which may
threaten the existence of your Company.

During the financial year ended March 31, 2025, the Risk Management Committee was constituted,
complete details of which are presented in Corporate Governance Report

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The details in respect of internal financial control and their adequacy are included in the Management
Discussion and Analysis, which is a part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

At Rajoo Engineers Limited, all employees are of equal value. There is no discrimination between individuals
at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin,
sexual orientation or age.

At Rajoo Engineers Limited, every individual is expected to treat his/her colleagues with respect and dignity.
This is enshrined in values and in the Code of Ethics & Conduct of Rajoo Engineers Limited. The Direct Touch
(Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical
business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in
the system. The Policy also includes misconduct with respect to discrimination or sexual harassment

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 as per the requirement of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH Act') and
Rules made thereunder.

The Company has also constituted an Internal Complaints Committee (ICC) to redress complaints received
regarding sexual harassment with the objective of providing a safe working environment; all employees
(permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints
Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year :

• No. of complaints received : Nil

• No. of complaints pending : Nil

• No. of complaints disposed-off : Nil

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Draft Annual Return for the financial year
2024-25 is uploaded on the website of the Company and the same is available on www.rajoo.com

The Company has a definite process of identification of related parties and transactions with related parties, its
approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee
and the Board is hosted on the Company's website at https://www. rajoo.com/investorszone. html#sec9.

As required under Regulation 23 of the SEBI Listing Regulations, the Audit Committee has defined the
material adaptation and the same has been included in the said Policy. The policy intends to ensure that
proper reporting; approval and disclosure processes are in place for all transactions between the Company
and Related Parties.

During the financial year 2024-25, all contracts, arrangements and transactions entered by the Company
with related parties during FY 2024-25 (including any material modification thereof), were in the ordinary
course of business and on an arm's length basis and were carried out with prior approval of the Audit
Committee. Omnibus approvals were also taken for unforeseen transactions which were planned and/or
repetitive in nature.

All contracts/arrangements/transactions entered by the Company during the financial year with the related
parties were in ordinary course of business and on an arm's length basis. Company had not entered in to any
transactions with related parties which could be considered material in terms of Section 188 of the
Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section
134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

INSURANCE

Company has taken appropriate insurance for all the assets against foreseeable perils.

STATUTORY AUDITOR AND AUDITOR’S REPORT

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rushabh R.
Shah and Co., Chartered Accountants (M. No.: 607585, FRN. 156419W), were appointed as Statutory
Auditors of the Company for a term of 5 years at the 35th Annual General Meeting held on September 24,
2022 until the conclusion of the 40th Annual General Meeting to be held in the year 2027 on such
remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the Audit
Committee and as may be mutually agreed between the Board of Directors of the Company and the
Statutory Auditors from time to time.

The Reports given by M/s. Rushabh R. Shah and Co., Chartered Accountants (M. No.: 607585 FRN: 156419W)
on the Standalone and Consolidated Financial Statements of your Company for the financial year ended
March 31,2025 ("Financial Statements") is part of the Annual Report. The Notes on the Financial Statements
referred to in the Auditor's Report are self-explanatory and do not call for any comments. The Auditor's Report
does not contain any qualification, reservation, adverse remark or disclaimer. During the financial year
ended March 31, 2025, the Auditors have 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.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed CS
Nirav Vekariya, Practising Company Secretary (Mem. No. FCS: 11660 and CoP No: 17709), as the Secretarial

Auditor of your Company for the financial year ended 31st March 2025. The Secretarial Audit Report as given
by the Secretarial Auditor is annexed as Annexure - II and forms an integral part of this Report. The Secretarial
Audit Report is self-explanatory and does not call for any comments.

Further, the observation/s of the Secretarial Auditor in its Secretarial Audit Report and the response of the
Directors to the same is/are as under:

Observation 1:

It was observed that, there was a delay of 1 (One) day in submission of Related Party Transactions pursuant to
Regulation 23 (9) of SEBI Listing Regulations for half year ended on March 31,2024

Response to observation 1:

The delay of one day was solely due to unforeseen technical issues encountered during the submission
process.

Observation 2:

It was observed that, News-paper advertisement of the Unaudited Financials for the Quarter ended
December 31, 2024 was published beyond 48 hours of the Conclusion of the Meeting held for the said
purpose.

Response to observation 2:

The publication was made beyond the prescribed timeline due to certain publishing constraints, which led
to an inadvertent lapse in timely advertisement. However, the financial results were duly approved by the
Board and submitted to the stock exchanges within the regulatory timelines.

Observation 3:

It was observed that, there was a delay of 11 days in the appointment of a new Independent Director upon
the resignation of the previous Independent Director pursuant to Regulation 17 (1) of SEBI (LODR), 2015.

Response to observation 3:

The delay of 11 days was solely due to unforeseen technical issues.

Observation 4:

It was observed that Form IEPF 2, for Appointment of Nodal Officer and Deputy Nodal Officer for the purpose
of IEPF was file delay with Additional Fees

Response to observation 4:

There was a delay of only one day in filing of Form IEPF 2, because of technical issues encountered during
the submission process.

While the above-mentioned instances reflect minor and infrequent delays, the Board acknowledges them
with due seriousness. The Company remains fully committed to regulatory compliance and transparency.
The Board assures that all necessary steps have been taken to strengthen internal processes, and every
effort will be made to prevent such delays in the future.

Additionally, in terms of Regulation 24A (1) as substituted by the SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024 dated December 13, 2024 and applicable with effect
from 1st April, 2025, your Company is required to appoint a Practicing Company Secretary for not more than
one term of five consecutive years or a firm of Practicing Company Secretaries for not more than two terms
of five consecutive years, as a Secretarial Auditor, with the approval of the members at its AGM and such
Secretarial Auditor must be a Peer Reviewed Company Secretary and should not have incurred any of the
disqualifications as specified under the SEBI Listing Regulations. Further, as per the said Regulation, any
association of the individual or the firm as the Secretarial Auditors of the Company before 31st March 2025
shall not be considered for the purpose of calculating the tenure of the Secretarial Auditors.

Taking into account the above requirements mandated by Regulation 24A of the SEBI Listing Regulations,
the Board, on the recommendation of the Audit Committee, has approved the appointment of CS Nirav
Vekariya, Company Secretary (Mem. No. FCS: 11660 and CoP No: 17709) as the Secretarial Auditors of the
Company for a term of five consecutive years, to hold office from the ensuing 38th AGM till the conclusion of
43rd AGM to be held in the year 2030, covering the period from the financial year ending March 31,2026 till
the financial year ending March 31,2030, subject to the approval of the shareholders.

Further, your Company has received a written consent from the Secretarial Auditor that the appointment, if
approved, will be in accordance with the applicable provisions of the SEBI Listing Regulations, Act and rules
framed thereunder. Further, the Secretarial Auditor has confirmed that they are not disqualified to be
appointed as the Secretarial Auditor of your Company.

COST AUDITORS AND COST ACCOUNTS

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules,
2014, the Board of Directors had on the recommendation of the Audit Committee, appointed M/s Shailesh
Thaker & Associates, Cost Accountants, Ahmedabad (FRN: 101454), as the Cost Auditors, to conduct the
cost audit for the financial year ended March 31,2025.

Further, on recommendation of the Audit Committee, the Board had re-appointed M/s. Shailesh Thaker &
Associates, Cost Accountants, Ahmedabad (FRN: 101454), being eligible, as the Cost Auditors of your
Company, to conduct the Cost Audit for the financial year ending March 31,2026.

Your Company has received written consent that the appointment is in accordance with the applicable
provisions of the Act and Rules framed thereunder. The remuneration of Cost Auditors has been approved by
the Board on the recommendation of the Audit Committee. In the opinion of the Directors, considering the
limited scope of Audit, the proposed remuneration payable to the Cost Auditors would be reasonable and
fair and commensurate with the scope of work carried out by them. In terms of the Act and Rules framed
thereunder, requisite resolution for ratification of remuneration of the Cost Auditors has been set out in the
Notice of the ensuing 38th AGM of your Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the requirements of Section 197 (12) of the Act, read with Rule 5 (1), 5 (2), and 5 (3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the
disclosures pertaining to the remuneration along with the statement containing particulars of employees as
required are given in Annexure III and forms an integral part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company has established a robust Human Resources ('HR') system that nurtures a conducive and
productive work culture. It emphasises on the freedom to express views, competitive pay structure,
performance-based reward system and growth opportunities, and internal job postings within the
organisation for career options for the employees. It has well-documented and disseminated employee-
friendly policies to enhance transparency, create a sense of teamwork and trust among employees and
align employee interests with organisational strategic goals. These policies assist in holistic HR development
and play a key role in right talent on-boarding, talent retention, and leadership development.

The Company ensures equal access to opportunities in the areas of recruitment, training and up gradation,
professional development and advancement, regardless of gender, age, racial/ethnic background,
religion or social status. The Company adheres to the Rajoo's Code of Conduct to strengthen its core values
of excellence and leadership.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 relating to 'Meetings of the Board of Directors' and SS-2
relating to 'General Meetings', respectively, have been duly followed by the Company.

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

1. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:

The Company has intensified its efforts to enhance energy efficiency through targeted and sustained
initiatives. It has consistently focused on the absorption and adoption of the latest technologies and
innovations. To ensure optimal performance and energy conservation, all machinery and equipment
are regularly serviced, upgraded, and overhauled. These proactive maintenance practices have
contributed to a noticeable reduction in energy consumption. Additionally, periodic energy audits and
inter-unit benchmarking studies are conducted to identify opportunities for further energy savings and
implement corrective measures effectively.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing
alternate source/ renewable source of energy:

0 The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plant in the
state of Gujarat at Village Hadamtala, Taluka Kotda-Sangani, District Rajkot.

0 All efforts are made to use more natural lights in offices/factory/stores premises to optimize the
consumption of energy.

0 The Company along with group entities of the Company has formed a Limited Liability Partnership
"Shrutina Nexgen Solar LLP (LLPIN: ACH-3671)", which is registered with Registrar of Companies,
Gujarat on May 26, 2024. Shrutina Nexgen Solar LLP is formed by Rajoo Engineers Limited (holding
7%) along with Promoter Group Entities viz. Shrutina Nexgen LLP (holding 74%), Essen Speciality
Films Limited (holding 18%) and Rajoo Innovation Centre LLP (holding 1%) as its Partners. The LLP is

incorporated for business purpose: To carry on the business of generating, accumulating,
distributing and supplying Solar Energy for its own use or for sale to Governments, State Electricity
Boards, Intermediaries in Power Transmission/ Distribution, Companies, Industrial Units, or to other
types of users/ consumers of Energy.

(c) The capital investment on energy conservation equipment: NIL
2. TECHNOLOGY ABSORPTION

(a) Efforts made towards Technology Absorption:

0 The Company continues to adopt and use the latest technologies to improve the productivity and
quality of its products.

0 The Company has technical collaboration with Commodore LLC., USA, Bausano & Figli, Italy and
MEAF Machines B.V of Netherlands are strategic partners.

(b) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy
efficient products to consumers.

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year):

No Technology was imported for conservation of energy.

(d) The expenditure incurred on Research and Development

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

OTHER DISCLOSURES

• Material changes and commitments affecting the financial position of the Company between the
March 31,2025 and the date of this report, are appropriately covered and reported.

• There has been no change in the nature of business of the Company.

• No significant material orders have been passed by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and its future operations.

• There are no proceedings initiated/ pending against the company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the company.

• There were no instances where the Company required the valuation for one time settlement or while
taking the loan from the Banks or Financial institutions.

APPRECIATION :

Your directors wish to place on record their sincere appreciation for the assistance and thank all the
esteemed shareholders, bankers, business associates and vendors for their faith, trust, and confidence
reposed in your company.

The Directors also recognize and appreciate all the employees for their commitment, commendable
efforts, teamwork, professionalism, and continued contribution to the growth of the Company.

Date : August 29, 2025 For and on behalf of the Board of Directors

Place: Veraval (Shapar) Rajoo Engineers Limited

Rajesh N. Doshi
Chairman & Director
DIN: 00026140