Riddhi Corporate Services Ltd

<dhheadDIRECTORS REPORT</dhhead

To,

The Members,

Riddhi Corporate Services Limited,

Your Directors have pleasure in presenting the 14^th Annual Report together with the Audited accounts of the Company for the financial year ended on March 31, 2024.

FINANCIAL RESULTS: (Rs. In lacs)

HIGHLIGHTS OF PERFORMANCE:

The company has posted a Slight decline in turnover for the year under review as compared to previous year i.e.2022-2023. The total revenue of the Company has decreased from Rs. 201,54,54,593 /- to 178,75,09,251/-.

DIVIDEND:

During the Period under review the board of directors of company has recommended a Final dividend of Rs. 0.49/- per Equity Share of Rs.10/ - each.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RESERVES:

The Company has not transferred any amount to General Reserve / Capital Redemption Reserve during the Period under review.

BOARD MEETINGS HELD DURING THE YEAR:

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:

DEPOSITORY SYSTEM:

All the Shareholding of the company is in Dematerialized form only.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

Company does not have any Subsidiary / Associate / Joint Venture Company as on 31^st March, 2024.

CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Report on Corporate Governance is annexed hereto and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Mr. Amrish N. Gandhi (C P No. 5656), proprietor of M/s. Amrish Gandhi & Associates, Practising Company Secretaries, Ahmedabad pertaining to the compliance of the conditions of Corporate Governance, is also annexed herewith as "Annexure - D".

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

The Annual Return in form MGT-9 as per section 92(3) will be available at the Website of the company - https:/ / riddhicorporate.co.in/

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act, 2013, Mr. UMESH ARVINDBHAI BHADRESWARA (DIN: 07582046) is liable to retire by rotation at forthcoming AGM and being eligible offers himself for re-appointment.

The Board has reappointed Mr. BHAVIN KIRITKUMAR PANDYA (DIN: 08500515) & Ms. KALPANA D SUTHAR (DIN: 08513009), as an Independent Directors of the Company for their Second term of 5 years subject to approval of members at forthcoming AGM.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

CHANGES IN THE DIRECTORSHIP OF THE COMPANY:

During the period under review there is no change in the Directorship of the Company.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The policy of the Company 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 of the Companies Act, 2013. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire each for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

AUDITORS:

STATUTORY AUDITORS:

M/ s Ravi Shah & Co., Chartered Accountants, , (Firm Registration No. 121394W), the Statutory Auditors of the Company, has been appointed by the company at its 13^th Annual General Meeting held on 29th September, 2023 for the term of 5 years.

The Statutory Auditors report for the financial year ended March, 2024 is attached to this report.

No Qualification or Adverse Remarks made in Statutory Report by Statutory auditors for the financial year 2023-2024.

SECRETARIAL AUDITORS:

Your directors have appointed Amrish Gandhi & Associates, Company Secretary, 504, Shivalik Abaise, Opp. Shell Petrol Pump, Anandnagar Road, Satellite, Ahmedabad-380015, as secretarial auditors for the financial year 2023-24.

The Secretarial Audit Report for the Financial Year ended March, 2024 is attached to this report as "Annexure-B".

COST AUDITORS

Provision for appointment of Cost Auditor is not applicable to your company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has established effective internal control systems to ensure accurate, reliable and timely compilation of financial statements, to safeguard assets of your Company and to detect and mitigate irregularities and frauds. Your Company's management has established adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Act, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statement of the company.

AUDIT COMMITTEE:

Audit Committee comprises of three members and all members are Independent Directors. All transactions with related parties are on an arm's length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

The composition of the Audit Committee of the Board of Directors of the Company mentioned below:

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of three members of which three, including the Chairman of the Committee, are Independent Directors.

The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company is mentioned below:

STAKEHOLDER RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprises of three members of which three including the Chairman of the Committee, are Independent Directors.

The composition of the Stakeholder Relationship Committee of the Board of Directors of the Company is mentioned below:

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 which is attached with this report as "Annexure-A".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report.

CHANGES IN CAPITAL STRUCTURE OF THE COMPANY:

During the Period under review, there is no change in Capital Structure of the Company. EMPLOYEE STOCK OPTION:

The Company has not issued any shares during the financial year under the Employee Stock Option Scheme.

CASH FLOW ANALYSIS:

The Cash Flow Statement for the year under reference forms part of the Annual Report under Independent Auditor Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPOTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) CONSERVATION OF ENERGY:

The clause is not applicable.

B) TECHNOLOGY ABSORPTION:

Your company has not made any efforts towards technology absorption and neither imported any technology nor made any expenditure on research and developments.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange inflow (Rs.): NIL Foreign Exchange outflow (Rs.): NIL