Your Directors have pleasure in presenting this Annual Report on the business and
operations of the Company together with the Audited Statement of Accounts for the year
ended 31^st March, 2024.

A. 11NANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company's performance during the year ended 31^st March 2024 as compared
to the previous financial year, is summarized below:

Standalone

Consolidated

b. OPERATIONS:

There was no change in nature of the business done during the year.

c. CHANGE IN SHARE CAPITAL OF THE COMPANY:

The Authorised share capital of the Company as on 31^st March, 2024 is Rs.
22,00,00,000 and paid-up share capital is Rs. 14,98,20,000.

During the year under review, there has been no change in the Capital of the
Company

(NOTE: A) Share Splitting B) Increase in Share Capital C) Increase / Further issue
-to be covered upon finalization)

d. DIVIDEND:

Your Directors have not recommended any dividend this year.

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e. UNPAID DIVIDEND & TRANSFER OF AMOUNTS TO INVESTOR
E DU ACTION AND PROTECTION FUND (IEPFl:

The Company has no amount is lying in Unpaid Dividend A/c of the Company.

The Company did not have any funds lying unpaid or unclaimed for a period of
seven years. Therefore, there were no funds which were required to be transferred to
the Investor Education & Protection Fund (IEPF).

f. TRANSFER TO RESERVES:

The Company has transferred surplus of Rs 42,37,26,000 (Rupees Forty-Two crore
Thirty-Seven Lakhs and Twenty-Six Thousand), to the reserves as reflected in
Balance sheet during the year under review.

g. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND TOINT

VENTURE COMPANIES: •

During the year under review, the company has only a wholly owned subsidiary
RSL IFSC Private Limited at GIFT City, Gujarat during the year under review

The details of wholly owned subsidiary are annexed to this report as Annexure 1.

h. DEPOSITS

During the year under review, the company has not accepted any deposits covered
under Chapter V of the Companies Act,2013.

i- PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RFI ATFD
PARTIES

I he details of Related Party- Transactions are reported in detail in attached financial
statements and schedules thereto. 1 ransactions required to be reported under section 188,
are disclosed in AOC - 2 as Annexure 2 to this Report.

j- CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO ‘

The details related to this section are provided as an Annexure 3 to this Directors' Report,
k. WEBSITE: „

ihe Company have website https://www.rikhav.net and the Annual Return
referred to in Section 92 shall be placed on the website.

>• PARTICULARS_OF INVESTMENTS. LOANS. GUARANTFFS AXn

SECURITIES: ---

During the year under review, the Company has complied with the provisions of
Section 185 and 186 of the Companies Act,2013 in respect of loans, investments,
guarantee and securities. The Company has not made any loans, guarantees and
investments covered under section 186 of the Act during the year.

m. DISCLOSURES UNDER SECTION 134I3U1) OF THE COMPANIES ACT. 2013:

Except as disclosed elsewhere in this report, no material changes and commitments
which could affect the Company's financial position, have occurred between tire end
of the financial year of the Company and date of this report

. Ý

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, w.e.f. 28/09/2023, Mr. Saarthak Ashwin Kothari was
appointed as a Non-Executive Director and Mr. Tarang Madanjit Mehta was
appointed as an Independent Director of the Company.

Ms. Nimrit Hitesh Kasturi resigned as Company Secretary of the Company w.e.f.
31/12/2023. Ms. Vrushti Parag Shah was appointed as a Company Secretary in place
of Ms. Nimrit Kasturi w.e.f., January 11,2024.

Mr. Saarthak Ashwin Kothari resigned from the directorship w.e.f. 28/03/2024.

Mr. Rajendra Navalchand Shall was appointed as an Executive Director and in the
capacity of Designed Director w.e.f. 28.03.2024

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Mr. Rajendra Navalchand Shah retires by rotation at this ensuing Annual general
meeting and being eligible for reappointment.

The company has received the declarations from the Independent Directors
confirming that they are not disqualified to act as an Independent Directors under
section 149(6) of the Companies Act, 2013

As on 31^s' March 2024, the Board comprises of, Mr. Hitesh Himatlal Lakhani,
Mr. Monil Rajendra Shah, Mr. Rajendra Navalchand Shah, Mr. Manish Lalitkumar
Jain and Tarang Madanjit Mehta.

*Ms. Vrushti Parag Shah was resigned as Company Secretary of the Company
w.e.f. 08^th June, 2024.

*Mrs. Bharti Hitesh Lakhani was appointed as the Additional Non- Executive
Director of the Company w.e.f. 06^lh July, 2024.

*Ms. Sona Jain was appointed as Company Secretary of the Company w.e.f. 16"’
July, 2024. *

b) CONSTITUTION OF COMMITTEES: // j/ '

„ . , 4%\ Jo)

During the year under review: - *

The Company has the Audit Committee and the role, power, duties are detailed in
the policy.

The composition of the Committee is as under:

I he Company has the Nomination and Remuneration Committee and the role
power, duties are detailed in the policy.

The composition of the Committee is as under:

The Company Secretary of the Company shall act as the Secretary to the Nomination
and Remuneration Committee.

^c) CORPORATE SOCIAL RESPONSIBILITY

Ihe provisions of the section 135 of the Companies Act, 2013 are applicable and
details of spending of CSR is mentioned in Annexure 4 of this report.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
a. BOARD MEETINGS:

I he Board of Directors met 13 times during the financial year ended 31^st March 2024
in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder.

I he Company has complied with the applicable Secretarial Standards in respect of
all the Board meetings. , .

The Bo^d of Directors of the Company has designed Risk Management Policy' and
• Guidelines to avoid events, situations or circumstances which may lead to negative

consequences on the Company's businesses and define a structured approach to
manage uncertainty and to make use of these in their decision-making pertaining to
all business divisions and corporate functions. Key business risks and their
mitigation are considered in the annual/strategic business plans and in periodic
management reviews.

^D- AUDITORS AND REPORTS-
a. STATUTORY AUDITORS:

The Members of the Company at their AGM held on 28* September, 2023 had approved

^DceP‘* ^{C Agarwa}' ^{& AsK3aates Cteered} Accountants
((rRN. 140967W)), Mumbai, as the Statutory Auditors of the Company for a term of 5

years i.e. till conclusion of the Annual General Meeting to be held for the financial
year ending 31^st March, 2028. . ,

^b- observations of statutory auditors on ACCOUNTS FOR thf

YEAR ENDED 31st MARCH 2024: -—

1 he observations / qualifications / disclaimers made by the Statutory Auditors in
their report for the financial year ended 31“ March 2024 read with the explanatory
notes therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies Act,

c. MAINTENANCE OF COST RECORDS

a. Pursuant to the provisions of Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014, as amended from

time to time, the Company is not required to maintain Cost Records under
said Rules.

^d- REPORTING of frauds by statutory AUDITORS UNDER Section

There were no incidences of reporting of frauds by Statutory Auditors of the
Company under Section 14302) of the Act read with Companies (Accounts) Rules,

^k’ •

IT 1 _ II

Other disclosures as per provisions of Section 134 of the Act read with applicable rules are
furnished as under:

^a- details of application MADE OR PROCEEDING pending IJNDFR
THE INSOLVENCY AND BANKRUPTCY CODE. 2016: " '

During the year under review, there were no applications made or proceedings

pending in the name of the Company under the Insolvency and Bankruptcy Code
2016. ^{r J} '

^b- DETAILS Of DIFFERENCE BETWEEN VALUATION AMOIINT ON omf thoit;
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM rank
AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of Loan taken
from Banks and Financial Institutions.

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^c‘ DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNAL — -

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

^d- DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31^s1 March, 2024, the Board
of Directors hereby confirms that:

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

. ^b such accounting policies have been selected and applied consistently and the

Directors 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
2024 and of the profit/loss of the Company for that year;
^c- P^roP^{er and} sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of vthe Company have been prepared on a going concern

> ini

e. proper systems have been devised to ensure compliance with the provisions of
effectively³^ ^G ^ *** ^{SUCh systems were ade}q^ate and operating

^e' DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTER:

The Company has constituted Internal Complaint Committee under the Sexual

^e? °^f ^ ^{3t Work}P^Iace (Prevention, Prohibition and Redressal) Act
2U13.1 he Company did not receive any complaint during the period under review.

^f P^ISCLOSURE UNDER SECTION 43fa)(ii) OF THE COMPANIES ACT. 2013:

The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Compames (Share Capital and Debenture) Rules, 2014 is furnished.

^g- DISCLOSURE UNDER SECTION 54tlUd) OF THE COMPANIES ACT, iim.

1 he Company has not issued any sweat equity shares during the year under review

Rut r^mah°ⁿ aS,c^P,f^{r pmvisions of Section 54}(!)(^d) °f the Act read with

ule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

^h- DISCLOSURE UNDER SECTION 62(lUbl OF THE COMPANIES ACT 2013-

I he Company has not issued any equity shares under Employees Stock Option

tinder review and hence no information as per provisions of
Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

¹ DISCLOSURE UNDER SECTION 67(31 OFTHF COMPANIES Arnnn-

During the year under review, there were no instances of non-exercising of voting
nurstt rTt °^f^^reS£^Pr^{haSed tilreCtly by em}P^loy^ees under a scheme

^RU'^{e 16<4)} °^f ^^ani“ ^(Share

F. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.

FOR AND ON BEHALF OF
RIKHAV SECURITIES LIMITED

HITESH HIMATLAL LAKHANng, J'°JJ MONIL RAJENDRA SHAH
Chairman & Managing Director Director

DIN: 01457990 DIN: 08064436

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Place: Mumbai
Date:16/07/2024