Ranjit Securities Ltd

The Directors take pleasure in presenting their 30^th Annual Reporttogether with the Audited Financial Statements (standalone) of the Company(Ranjit Securities Limited) for the year ended 31^stMarch, 2024. The Management Discussion and Analysis has also been incorporated in the Report.

• Total Income for the year is Rs. 101.12Lakhs as compared to Rs. 114.99 Lakhs in the previous year.

• Profit Before tax for the year was Rs.18.68 Lakhas compared to profit of Rs. 21.29Lakh in the previous year.

• Profit after tax for the year was Rs.6.69 Lakh as compared to profit of Rs. 18.99Lakh in the previous year.

FINANCIAL RESULTS: (Amount in Rupees in Lakhs)

Due to inadequate profit during the year under review, your directors do not recommend any dividend for the year ended 31^st March, 2024. (Previous year Nil)

SHARE CAPITAL AND RESERVES:

During the year under review,there was no change in the share capital of the company. The Company has not issued any shares with differential voting rights, granted stock options nor sweat equity. The Paid up Equity Share Capital as on 31^st March, 2024 was Rs. 268.74 Lakhs divided into 26,87,400 equity shares of Rs. 10/- each. As on 31^st March, 2024, none of the Directors of the Company hold any security or instruments convertible into equity shares of the Company.

The Company Shares are listed with the BSE Ltd. However, the BSE has suspended trading of the shares of the Company. TRANSFER TO RESERVES:

During the year under review, your company has transferred amount of Rs.1.34Lacs to the special reserves as stipulated by RBI. (Previous year Rs. 3.80 Lacs)

Cash and cash equivalent as at 31^st March, 2024 was Rs.55.26Lacs.

Your Company continues to focus on judicious management of its working capital, Receivables and other working capital parameters were kept under strict check through continuous monitoring.

(a) Accepted during the year: Nil

(b) Remained unpaid or unclaimed as at the end of the year :Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

The Company has not accepted any deposits which are not in compliance of the Companies (Acceptance of Deposits) Rules, 2014 during the financial year.

The Company is a Non Deposit Taking Non-Systemically Important Non-Banking Financial Company. The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India (RBI) pertaining to capital adequacy, statutory liquidity ratio etc. Certificate from statutory auditors for complying the prudential norms for NBFC is attached with Audit report.

KNOWYOUR CUSTOMER AND ANTI MONEYLAUNDERING MEASURE POLICY:

The board has approved the Know Your Customer and Anti Money Laundering Policy (KYC and PMLAPolicy) in accordance with RBI Guidelines. Company also adheres to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. There were no suspicious transactions noticed during the period.

The company has in place a fair practice code (FPC), as per RBI Regulations which includes guidelines from appropriate staff conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC and also displayed at the registered office of the Company.

The Company has not provided any guarantees or security or investment. For the particulars of loans given and investments made by the company pursuant to the Section 186 of the Companies Act, 2013, kindly refer the relevant notes forming part of the notes to the financial statements provided in the annual report.

The Company is mainly having investment activities in the selected. The Security market in the financial year was having good growth and encouraging beyond the expectation.However, the Company does not foresee any substantial changes in its business and profitability in the coming year.

The Company has made investment in the selected companies for which no stock market is available for liquidity; however it is almost risk free from the changes in the capital market. The Company is making efforts to realize the investment and loans for better deployment for growth of the company.

During the financial year, your Company did not meet criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

Ranjit's Human Resource processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry. During the year under review, the following Human Resources initiatives received greater focus:

(i) Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

(ii) Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

(iii) Industrial Relations: Ranjit's Industrial Relation's policy shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

The Company has placed an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaint was received during the year under review.

The current economic environment carries with it an evolving set of risks. The Company recognizes that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. Risk and opportunity management is therefore a key element of the overall strategy.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company emphasizes on those risks that threaten the achievement of business objectives of the Group overthe short to medium term. An overview of these risks is provided hereafter, including the actions taken tomitigate these risks and any related opportunities:

i) Strategic and Commercial risks: It is being taken care by the Board on need basis.

ii) Regulatory compliance risks: The regulatory environment has resulted into increased regulatory scrutiny that has raised the minimum standards to be maintained by the Company. This signifies the alignment of corporate performance objectives, while ensuring compliance with regulatory requirements. The Company recognizes that regulatory requirements can at times be challenging, and therefore will, strive to understand the changing regulatory standards, so as to strengthen its decision making processes and integrate these in the business strategy of each of the industries in which it operates.Drive business performance through the convergence of risk, compliance processes and controls mechanisms to ensure continued operational efficiency and effectiveness.

iii) Financial risks: It includes among others, exposure to movements in interest rates and the Company also maintains sufficient liquidity, so that it is able to meet its financial commitments on due dates and is not forced to obtain funds at higher interest rates.

iv) Day-to-day Risk Management: Management and staff at the Company's facilities, assets and functions identify and manage risk, promoting safe, compliant and reliable operations. These requirements, along with business needs and the applicable legal and regulatory requirements, underpin the practical plans developed to help reduce risk and deliver strong, sustainable performance.

Your Company has a vigil mechanism named vigil mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the vigil mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company and annexed to this Report as “Annexure 1”.

There were no complaints under the above said system during the Financial Year 2023-24.

During the year under review, your company is not having any subsidiary, Associate and Joint Venture Companies at any moment therefore the financial statements are prepared on standalone basis.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing obligation and disclosure Requirement) Regulation, 2015. Your directors satisfy about their independency.

Our definition of ‘Independence' of Directors is derived from the SEBI (Listing obligation and disclosure Requirement) Regulation, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Reg. 17(10) of SEBI (LODR) Regulation, 2015, and Section 149(6) of the Companies Act, 2013;

a) Mr.Yugansh Soni (DIN: 06652396) (upto 31^st March 2024)

b) Mr.Mohmmad Akhtar(DIN: 07714771)

c) Mr.Shayam Ansari (DIN : 09716232)

d) Mr.VedanshSoni (DIN:10715576) (w.e.f. 13^th August 2024)

The Independent directors are not liable to retire by rotation

None of Independent director will be re-appoint in the 30^th Annual General Meeting.

The Company have Smt. RanjeetKaurHora (DIN:00200028) as Directorw.e.f. 12^th June, 1997 and has been categorized as Women Director and complies with the provision of appointment of women director in the company.

No change in any Key managerial personnel during the year.

Mr. Harman SinghHora (DIN: 00209317), who retires by rotation and being eligible offers himself for re-appointment.

The Board meets at regular interval to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors and invitees. Meetings of the Board are held in Indore, at the Registered Office of the Company. The Agenda of the Board meetings are circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Year ended 31^st March, 2024, 5 (Five) Board meetings were held on 30^th May, 2023, 14^th August, 2023(adjourned on 21^st August, 2023), 14^thNovember , 2023(adjourned on 21^stNovember, 2023),14^thFebruary, 2024 and 31^st March 2024.

The maximum interval between any two meetings did not exceed 120 days.

The Policy of Ranjit's on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as “Annexure 2” to this Report and hosted on the Company's website at www.raniitsecurities.com

The evaluation framework for assessing the performance of Directors comprises on the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. An executive member of the Board does not participate in the discussion of his evaluation.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 01of the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at March, 31 ^st2024 and of the profit and Loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review.

In terms of the provisions of section 134(3) (ca) of the Companies Act, 2013, there were no fraud committed against the Company by any person which are reportable under section 141(12) by the Auditors to the Central Government as well as non reportable frauds during the year 2023-24.

During the year under review, in accordance with the Companies Act, 2013, the Board has the following 3 (Three)Committees as follows:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business as details has been given in the relevant schedule in the financial statements annexed with the Boards' Report. There are no materially significant related party transactions made by the Ranjit's with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and the Committee has accorded its Omnibus Approval and also reviewed the same periodically by Board for approval on a quarterly basis.The Company has developed a Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.raniitsecurities.com

There are no significant material orders passedby the Regulators/Courts which would impact the going concern status of the Company and its future operations.

The Board has appointedM/s MRMK & Associates, Chartered Accountant, as an Internal Auditor of the companyw.e.f. 30^th May, 2023 and takes his suggestions and recommendations to improve and strengthen the internal control systems. His scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and systems.

He is re appointed further for the financial year 2024-25 with the recommendation of Audit Committee in Board meeting Held on 30^th May, 2024

The Auditor of the company not give any qualified opinion except some “Emphasis of Matter”in their report explanation on that has given below by the board:

Management Comments:The Company and its concerning directors have submitted their reply to the ROC and the Hon'ble Court for their defenses. It is hopeful that the Court may decide the matter in favor of the Company and likely that no maior fine would be imposed and it's thus not put any impact on the financial position of the company.

Management Comments: The Company has complied with almost all the condition of revocation of suspension of share of the company and company has taking regular follow up from the stock exchange and the management is making all the possible efforts for revocation of suspension of trading at the BSE Ltd., which is having nationwide terminals, and it has not put any impact on the financial position of the company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of directors has appointed CS Gaurav Agrawal (Membership No.11498, C.P. No. 16822) a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the year 2023-24. The Report of the Secretarial Audit in the Form MR-3 is annexed herewith as “Annexure 3”.

There are some qualifications, reservations or adverse remarks or disclaimer in Secretarial Audit report under the various provision applicable on the company they are following as under:-

Management Comments: The Company and its concerning directors have submitted their reply to the ROC and the Hon'ble Court for their defence. It is hopeful that the Court may decide the matter in favor of the Company and likely that no major fine would be imposed and it's thus not put any impact on the financial position of the company.

1. The Company's shares are suspended from trading at Bombay Stock Exchange Ltd. (BSE).However the Company has applied for Revocation of suspension of Share with BSE which is yet to be concluded. The Company has automatically delisted its trading from Madhya Pradesh Stock Exchange (MPSE) and Ahmedabad Stock Exchange (ASE) due to exit order issued by SEBI.

Management Comments: The Company has complied with almost all the condition of revocation of suspension of share of the company and company has taking regular follow up from the stock exchange and the management is making all the possible efforts for revocation of suspension of trading at the BSE Ltd., which is having nationwide terminals.

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

Non-applicability of Corporate Governance provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the provisions of the Corporate Governance are not applicable to the Companies having paid up equity share capital not exceedingRs. 10 Crore and Net Worth not exceedingRs. 25 Crore, as on the last day of previous financial year or on the Companies listed on SME Exchange.

In view of above, as per the latest Audited Financial Statement of the Company as at 31^stMarch 2024, the paid-up Equity Share Capital and the Net Worth of the Company does not exceed the respective threshold limit of Rs. 10 Crore and Rs. 25 Crore, as aforesaid; hence compliance with the provisions of the Corporate Governance are not applicable to the Company.

However, the Company is making compliances of some of the regulations voluntarily in the interest of the best corporate governance and a separate section on corporate governance practices followed by the Company, together with the Corporate Governance Report is attached as “Annexure-4”.

Certificate obtained from Mr. Harman Singh Hora, Managing Director and Chief Financial Officer, pursuant to Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and for the year under review was placed before the Board at its meeting held on 30^thMay, 2024.

A copy of the certificate on the financial statements for the financial year ended March, 31, 2024is annexed along with this Report as "Annexure 5".

The Company has formulated the code of conduct for the Board members and senior executives under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 2015. A certificate to that effect for the proper compliances given by the Managing Director is annexed as the “Annexure-6” with this Report.

During the year under review, none of the employee of the company is drawing more than Rs.1,02,00,000/- per annum or Rs.8,50,000/- per month for the part of the year. Therefore, Particulars of the employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (2) & Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable for the financial year ended 31st March, 2024.

None of the Managerial Personnel is drawing any remuneration and anyother monetary and non-monetary benefit from your company therefore Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5 and 8(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable for the financial year ended 31^st March, 2024

Since your company is not having any subsidiary company, associate company or joint venture, therefore it is not required to prepare Consolidated Financial Statements for the year 2023-24.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013read with Rule, 8 of Companies (Accounts)Rules, 2014,is annexed herewith as “Annexure-7”.

There have been no material changes and commitments, if any, affecting the financial position of the Company which had occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for FY 2023-24, is available on the Company's website at https://raniitsecurities.com

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015Due to suspension of Trading at BSE, the Company unable to trade but adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Company has also maintain Structured Digital Database on Insider Trading in pursuant to Reg. 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulation, 2015 to make the track record of communication or dissemination of any UPSI/confidential information by an insider and the information can be used by the person himself or any other person on his behalf.

The Company is having adequate internal control according to the size of the Company, it has internal auditors and the Audit Committee and the vigil mechanism system is also in force. Further that the statutory auditors has also examined the internal control procedure and provided their report as an annexure to the Auditors Report.

a) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review,

b) There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement during the period under review,

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and demergers, split of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, during the period under review, the company has declared and paid dividend and issued equity shares pursuant to conversion of warrants into equity shares and issue and allot Bonus Shares to the members of the company during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI regulations,

e) The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure

f) Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2024

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company

For and on behalf of the Board