Your directors are presenting their 42^nd Annual Report on the business and operations of the Company and the
accounts for the financial year ended 31^st March 2024.

I. FINANCIAL PERFORMANCE: -

AX/

During the period under review your Company has earned total revenue of Rs. 20.93 (Amount in Lakhs). in
comparison to Rs. 43.76 (Amount in Lakhs) of previous year. There is a notable increase in revenue of the
company. However, the directors of the company are confident and optimistic of achieving upward growth
and achieving much better results in the coming years.

FINANCIAL PERFORMANCE:

Amount in Lakhs

II. DIVIDEND:

During the year the company has loss of Rs. (5.50) (In lakhs) due to loss in the financial year, Board of
directors have not recommended any dividend for the year ended on 31^st March, 2024.

III. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 and any other applicable provisions of Companies Act, 2013, Rs 6,750/- being
Unclaimed and Unpaid Dividend relating to the financial year 2009-10 is due for remittance to the Investor
Education and protection Fund established by Central Government and the same is yet to be transferred to
the said fund due to inadvertent error, Company is already under process to comply with the provision.

IV. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

V. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section
73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the period under review. Hence, the requirement for furnishing the details of deposits which are not
in compliance with Chapter V of the Act is not applicable.

VI. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL
STANDARD - 2

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

VII. CHANGE IN THE NATURE OF THE BUSINESS

The Company is registered with Reserve bank of India (RBI) as Non-Banking Financial Company and there
is no change in the nature of the business of the Company.

VIII. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year, there is no change in registered office of the company.

IX. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between
the ends of the financial year to which this financial statement relate on the date of this report.

X. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

XI. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The
Board has inter alia reviewed the adequacy and effectiveness of the Company's internal financial controls
relating to its financial statements. During the year, such Controls were tested and no reportable material
weakness was observed.

XII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The
Company has also complied with the provisions related to constitution of Internal Complaints Committee
(ICC) under the said Act to redress complaints received regarding sexual harassment. The Company
received no complaints pertaining to sexual harassment during FY 2023-24.

XIII. 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.

XIV. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to disclosure in
the Financial Statements of the full particulars of the loans made and guarantees given or securities
provided is not applicable to the company.

XV. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year no contracts or arrangements were made with related parties falling under the purview of
Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large.

XVI. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the
Report as Annexure- A.

XVII. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy or
technology absorption ate taken by the Company and hence no particulars as required under Section
134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption
are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL

XVIII. KEY MANAGERIAL PERSONNEL:

a) Ms. Mosamben Keyur Mehta - Managing Director (Up to 22/05/2024)

b) Mr. Shrikrishna Baburam Pandey - Managing Director (w.e.f. 22/05/2024)

c) Mrs. Surabhi Mahnot - Company Secretary and Compliance Officer (w.e.f. 25 /04/2022)

d) Mr. Parth Ketanbhai Patel - Chief Financial Officer (w.e.f. 14 /11/2022)

XIX. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. COMPOSITION OF BOARD:

INDUCTIONS:

1. The category of Mr. Shrikrishna Baburam Pandey has been changed from Non-Executive Director of
the company to Managing Director of the Company. w.e.f 22/05/2024.

2. Mr. Zafar Quereshi has been appointed as additional director of the company under category of Non¬
Executive Independent director on 07/03/2024.

3. Mr. Bhavinkumar Thakkar has been appointed as additional director of the company under category
of Non-Executive Independent director on 02/08/2024.

CESSATIONS:

4. Mr. Zafar Umar Quereshi Resigned from position of Non-Executive Director under the category of
Independent Director of the company with effect from 22/05/2024.

5. Ms. Mosamben Keyur Mehta Resigned from position of Managing Director of the company w.e.f.
22/05/2024.

ii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of
the Company, Mr. Shrikrishna Baburam Pandey (DIN: 07035767) being liable to retire by rotation,
shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.
The Board recommends his reappointment.

iii. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Pursuant to provisions of the Companies Act and the Listing Regulations, Nomination and
Remuneration Committee annually evaluates the performance of individual Directors, Committees,
and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board
also regularly in their meetings held for various purposes evaluates the performance of all the
Directors, committees and the Board as a whole. The Board considers the recommendation made by
Nomination and Remuneration Committee in regard to the evaluation of board members and also tries
to discharge its duties more effectively. Each Board member's contribution, their participation was
evaluated and the domain knowledge they bring. They also evaluated the manner in which the

information flows between the Board and the Management and the manner in which the board papers
and other documents are prepared and furnished.

iv. DECLARATION OF INDEPENDENCE:

Mr. Renu Manendra Singh (DIN: 00860777) , Mr. Hemantkumar Naginbhai Patel (DIN: 09851470) and
Mr. Bhavinkumar Thakkar (DIN:09083725) are the existing Independent Directors the Company have
given declarations confirming that they meet the criteria of independence as prescribed under the
provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as
Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s)
for the time being in force).The Board is of the opinion that all Independent Directors of the Company
possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

v. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies,
financial matters and other businesses.

During the year under review, the Board duly met Seven (7) times on 30/05/2023, 03/08/2023,
14/08/2023, 01/09/2023, 10/11/2023, 12/02/2024 and 07/03/2024, in respect of said meetings
proper notices were given and proceedings were properly recorded and signed in the Minute Book
maintained for the purpose.

vi. MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year under review, on 12/02/2024. The Meeting was
e conducted in an informal manner without the presence of the Whole-time Directors, the Non¬
Executive Non-Independent Directors, or any other Management Personnel.

XX. DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits
its responsibility Statement: —

i. In the preparation of the annual accounts, 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 at the end of the financial year and of the profit or loss of the
Company for the year under review.

iii. The directors had taken proper and sufficient care 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.

iv. The directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable
laws and that such system was adequate and operating effectively.

XXI. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the
composition of the Audit Committee and other relevant matters as under:

During the year there is no change in the members and Chairman of the committee. Further The Committee
was reconstituted on May 22, 2024 due to changes in the Board of directors. There is a change in designation
of Mr. Shrikrishna Baburam Pandey from the Non-Executive to Executive Director, Managing Director of the
company.

Now the present composition of the Committee is as under:

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible

Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditor's independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and quarterly financial
results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of
the Company. Further during the period under review, the Board of Directors of the Company had accepted
all the recommendations of the Committee.

Four meetings of the Audit Committee were held during the year viz. on 30/05/2024, 14/08/2023,
10/11/2023 and 12/02/2024.

[B] NOMINATION AND REMUNERATION COMMITTEE:

During the year there is no change in the members and Chairman of the committee. Further The Committee
was reconstituted on August 02, 2024 due to changes in the Board of directors. There is an appointment of
Mr. Bhavinkumar Thakkar as an additional director under independent category of the company w.e.f.
02/08/2024.

Now the present composition of the Committee is as under:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act,
2013, formulated the policy setting out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel
and other employees. The said policy is available on the website of the company www.ritl.co.in

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and independence
of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior
Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

During the financial year ended on 31^stMarch 2023, the Nomination and Remuneration Committee met One
time on 07/03/2024.

fCl STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year there is no change in the members and Chairman of the committee. Further The Committee
was reconstituted on May 22, 2024 due to changes in the Board of directors. There is a change in designation
of Mr. Shrikrishna Baburam Pandey from the Non-Executive to Executive Director, Managing Director of

The Committee was reconstituted on May 22, 2024 due to changes in the Board of directors of the
Company as below.:

1. Mrs. Renu Manendra Singh Inducted as Chairman of the Committee with effect from 22/05/2024

2. Mr. Hemantkumar Naginbhai Patel Inducted as Member of the Committee with effect from
22/05/2024.

3. Mr. Shrikrishna Baburam Pandey as Member of the Committee with effect from 22/05/2024.

Now the present composition of the Committee is as under:

During the financial year ended on 31^stMarch 2024, the Stakeholders Relationship Committee met one¬
time on 07/03/2024

• Oversee and review all matters connected with the transfer of the Company's securities.

• Monitor Redressal of investors' / shareholders' / security holders' grievances.

• Oversee the performance of the Company's Registrar and Transfer Agents

• Recommend methods to upgrade the standard of services to investors.

• Carry out any other function as is referred by the board from time to time or enforced by any
statutory notification/ amendment or medication as may be applicable

Details of Investor's grievances/ Complaints:

There were no pending requests for share transfer/dematerialization of shares as of 31^stMarch,
2023-24.

COMPLIANCE OFFICER

Mrs. Surabhi Mahanot, is appointed as compliance officer in the Company.

XXII. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil
mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns
regarding unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct and
ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee
in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in
order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.ritl.co.in

XXIII. AUDITORS:

A. Statutory Auditors

M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) were appointed by the board
of directors in their meeting held on 14.08.2023 for a term of Four consecutive years from F.Y.2023-24 to
F.Y.2026-27 subject to approval of shareholder in ensuing Annual General Meeting. Your board has
recommended the appointment of M/s C.P. Jaria & Co, (FRN: 104058W) Chartered Accountants as Statutory
Auditor of the Company.

M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) has conducted the statutory
Audit of the Company for F.Y.2023-24 and expressed unqualified opinion.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not
reported any instances of fraud committed against your Company by its officers or employees to the Audit
Committee or the Board, under Section 143(12) of the Act.

B. Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of
Section 138 of the Companies Act 2013, has appointed Mr. Pankaj Bagora, Accountant, as an Internal
Auditor of the Company.

C. Cost Auditors

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost
Auditor pursuant to Section 148of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014.

D. Secretarial Auditors

Pursuant to Section 204 and Applicable provisions of the read with Section 134(3) of the Companies Act,
2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Secretarial Audit
Report issued by M/s. Neha Poddar, Practicing Company Secretary in Form-MR-3, attached and marked as
Annexure "B”, for the period under review forms part of this report.

The said report contains certain observation or qualifications which are as under

XXIV. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the
annual report of the listed entity shall contain Corporate Governance Report and it is also further provided
that if the Company is not having the paid-up share capital exceeding Rs. 10 crores and Net worth exceeding
Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid-up share capital
exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not
applicable and therefore not provided by the Board.

XXV. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-C" to this report.

XXVI. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's
existence are very minimal.

XXVII. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL

RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
said provisions are not applicable.

XXVIII. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) and with Section 134(3)(a) of the Companies
Act. 2013, the Annual Return as on 31^st March, 2024 is available on the Company's Website at www.ritl.co.in.

XXIX. DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR:

The board hereby states that the independent directors appointed during the year possess requisite
expertise and experience (including the proficiency) in terms of section 150 of the Act. The Independent
Directors appointed during the year have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

XXX. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCYAND
BANKRUPTCY CODE, 2016:

During the financial year ended on 31^stMarch, 2024, there is no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company

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

Not applicable during the year under review.

XXXII. OTHER DISCLOSURES / REPORTING:

The Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with diff) erential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration
or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

XXXIII. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities during
the year under review. Your directors also acknowledge gratefully the shareholders for their support and
confidence reposed on your Company.

Registered Office By order of Board of Directors

526 Star Chambers Harihar Chowk For, Rajkot Investment Trust Limited

Rajkot, Gujarat-360001

Renu Manendra Shrikrishna Baburam

Date:02/08/2024 Singh Pandey

Place: Rajkot Director Managing Director

(DIN: 00860777) (DIN: 07035767)