Royal India Corporation Ltd

To, The Members,

ROYAL INDIA CORPORATION LIMITED

Your Directors have pleasure in presenting their 40^th Annual Report together with the Audited Accounts for the year ended 31^st March, 2024.

1. Financial Highlights:

The financial performance of your Company for the Financial Year 2023-24 is summarized in the following table:

2. Turnover & Profits:

During the year under review, the turnover of the Company is decreased as compared to the previous year. Turnover of the Company during the financial year 2023-2024 is Rs. 27,14,90,111/- (Rupees Twenty Seven Crores Fourteen Lakhs Ninety Thousand One Hundred and Eleven only) and that in financial year 2022-2023 it was Rs. 38,80,66,575/- (Rupees Thirty Eight Crores Eighty Lakhs, Sixty Six Thousand Five Hundred and Seventy Five only). The turnover of the Company decreased by around 70%, and simultaneously the expenses of the Company also increased significantly.

The net loss of the Company for the year under review is Rs. 8,24,38,019/-(Rupees Eight Crores Twenty Four Lakhs Thirty Eight Thousand Nineteen only) as compared to a net loss of Rs. 3,72,36,441/- (Rupees Three Crores Seventy Two Lakhs Thirty Six Thousand Four Hundred and Forty One only) in the previous financial year.

3. Dividend:

Considering the financial performance of the Company for the financial year ended 31st March 2024, the Directors of your Company do not recommend any dividend.

4. Transfer to Reserves:

During the financial year under review, there were no specific transfers made to any special reserves account.

5. Share Capital:

The Paid up Equity Share Capital of the Company as on 31^st March, 2024 was Rs. 23,08,00,000/- (Rupees Twenty Three Crore Eight Lakhs only) comprising of 2,30,80,000/- (Two Crore Thirty Lakhs Eighty Thousand) shares of Rs. 10 (Rs. Ten) each. The Company has not issued shares with differential voting rights, Bonus shares, employee stock options and sweat equity shares.

6. Change(s) in the Nature of Business, if any:

During the period under review there was no change in the nature of business of the Company.

7. Material changes and commitment if any, affecting financial position of the Company from the end of the financial year till the date of this Report:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company.

8. Subsidiaries/Associates and Joint Ventures:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act'), a statement containing salient features of Financial Statements of subsidiaries/Associates and Joint Ventures in Form AOC-1 is not applicable as the Company does not have any Subsidiary, Associate or Joint Venture Companies.

9. Public Deposits:

During the year under review, your 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 year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

10. Board Evaluation:

In a separate meeting of Independent Directors held on 19^th January, 2024 performance of the non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors, the Board had evaluated it's performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, attendance, contributions from each directors etc.

11. Board Committees:

In compliance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. https://www.ricl.in/committees-board.php. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

12. Management's Discussion and Analysis:

The detailed analysis of the State of Company's affairs / developments as required under

SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is discussed under

Management Discussion and Analysis section of Directors' report as Annexure I.

13. Corporate Governance Report:

In order to maximize shareholder value on a sustained basis, your Company has adopted Corporate Governance practices strictly complying with the requirements of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 applicable provisions of the Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Policy with respect to obligations of Directors and Senior Management, Insider Trading Code, Document Preservation Policy, Policy for Determination of Material Event, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transactions Policy, and Nomination & Remuneration Policy and many other. All these policies and codes have been uploaded on Company's corporate website www.ricl.in. Additionally, Directors

Familiarisation Programme, Policy on Internal Financial Control, Policy on performance evaluation of Board, Risk Management Policy, Policy and Terms and Conditions for appointment of Independent Directors can be viewed on Company's website www.ricl.in.

A detailed Report on Corporate Governance as per requirement along with the Certificate issued by the Statutory Auditors confirming the compliance of the provisions of the Corporate Governance is attached and forms part of this Annual Report as Annexure II.

(a) Declaration by Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 (2) of the Companies Act, 2013. None of the directors of the Company are disqualified on account of non-compliance with any provisions of the Companies Act, 2013.

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the SEBI (LODR), 2015 and are independent of the management. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company's website at https://www.ricl.in

(b) Familiarization programme:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. During the year under review the Company has organized familiarization programme for it's Independent Directors on 14^th February, 2023

(c) Directors and Key Managerial Personnel:

As on 31st March, 2024 your Board comprised of four Directors including three Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (LODR) Regulations 2015. During FY 2023-24, your Board met 09 (Nine) times i.e. on 3^rd April, 2023, 14^th August, 2023, 2^nd September, 2023, 31^st October, 2023, 9^th November, 2023, 14^th February, 2024, 28^th February, 2024, 5^th March, 2024 and 18^th March, 2024 details of which are available in Corporate Governance Report annexed to this report. The time gap between any two Board meetings does not exceed 120 days.

During the year under review, there was no change in the directorship of the Directors in your Company. Further there were no changes in the positions of Key Managerial Personnel.

15. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures; b) They have 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 March 31, 2024 and of the Profit and Loss of the Company for the year ended March 31, 2024; c) They 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; d) They have prepared the Annual Accounts on a ‘going concern' basis; e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

A. Statutory Auditors:

M/s. Agarwal Desai & Shah., Chartered Accountants, (Firm Registration No. 124850W) Statutory Auditors of the Company, were appointed for a term of 5 years from the conclusion of 36^th Annual General Meeting of the Company till the conclusion of the 41^st Annual General Meeting of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The notes to the financial statements referred to in the Statutory Auditors Report are self-explanatory and do not call for any further explanations or comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

The Statutory Auditor M/s. Agarwal Desai & Shah, Chartered Accountants, (Firm Registration No. 124850W), tendered their resignation as the Statutory Auditor of the company w.e.f. 08^th August 2024. However, in compliance of the provisions of Section 139(8) of the Companies Act, 2013, the Board of the Company had appointed M/s. Rakchamps & Co. LLP, Chartered Accountants (Firm Registration No. 131094W/W100083), in place of M/s. Agarwal Desai & Shah, Chartered Accountants, (Firm Registration No. 124850W) as Statutory Auditor of the Company, subject to the approval of the members at the upcoming 40^th Annual General Meeting.

B. Secretarial Audit Report:

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company had appointed M/s Mayank Arora & Company, Mumbai (Membership No. F10378, COP No 13609) to conduct the Secretarial Audit of the Company for the financial year 2023-2024.

A copy of secretarial audit report is annexed to this report as Annexure III accompanied with Secretarial Compliance Report under Regulation 24A of the SEBI (LODR) Regulations, 2015.

Secretarial Auditors Observations:

The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark. However, the said report contains observation which is provided in Secretarial Audit Report in Form MR-3 which forms part of the Annual Report:

C. Internal Auditor Report:

M/s M Borar & Company, Chartered Accountants (Mem. No.: 419704) conducted Internal Audit of the Company for the FY 2023-2024 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Their report is self-explanatory and do not call for any further comments. The Board of Directors of the Company on recommendation of Audit Committee had appointed M/s M Borar & Company, Chartered Accountants,(Mem. No.: 419704) as Internal Auditors of the Company for the Financial Year 2023-24, to conduct Internal Audit of the Company.

17. Weblink of Annual Return::

Pursuant to Section 92 (3) read with the Companies (Management and Administration) Amendment Rules, 2021, the Company has placed a copy of the Annual Return (MGT-7) on its website at www.ricl.in

18. Listing of Shares:

The Equity Shares of the Company are listed on The BSE Limited. Further the Company has paid necessary listing fees to Stock Exchange.

19. Whistle Blower Policy/ Vigil Mechanism:

As per Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the Company has adopted a Whistle Blower/ Vigil Mechanism Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy has been posted on the website of the Company at https://ricl.in/wp-content/uploads/2024/06/Whistle-Blower-Policy.pdf

20. Corporate Social Responsibility (CSR):

The Company has formed a CSR Committee voluntarily. During the current financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it is not required to pay 2% of the average net profits of the Company for the current Financial Year hence it is not required to give details of the CSR expenditure pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014. The constitution and detailed content of the Corporate Social Responsibility Policy of the Company is placed on its website at https://ricl.in/wp-content/uploads/2024/06/CORPORATE-SOCIAL-RESPONSIBILITY-COMMITTEE-POLICY.pdf

21. Related Party Transactions :

None of the transactions entered with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is Nil. Accordingly there are no transactions required to be reported in Form AOC-2 as per Section 188 (1) of the Companies Act, 2013. During the period the Company has paid only remuneration to the Directors and KMPs for the services rendered by them to the Company.

The Company has a Policy for dealing with Related Party Transactions. The Policy may be viewed on the Company's website at the web link: i.e https://ricl.in/wp-content/uploads/2024/06/policy-on-related-party-transactions.pdf

22. Committee Meetings:

The Board has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. For further details, please refer to Report on Corporate Governance. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board. The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

23. Independent Directors' Meeting:

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, 2015, the Independent Directors held their separate meeting on 19^th January, 2024 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

Review the performance of non-independent directors and the Board as a whole;

Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

Review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

24. CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the SEBI (LODR) Regulations 2015 is annexed to this report as Annexure IV

25. Internal financial control and their adequacy:

Your Company has adequate internal financial controls and policies/procedures for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically. Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.

The Company has obtained adequate cover for all of it's fixed and other assets. The Company has identified the potential risks against the business of the Company and taking proper safeguards to mitigate/ minimize the risks. The detailed analyses of the Risk elements are discussed under the ‘Management Discussion and Analysis Report'. The Internal Auditors of the Company regularly carry out review of the internal control systems and procedures. The internal audit reports are periodically reviewed by Audit Committee. Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed. The policy may be viewed on the Company's website at the web link: https://ricl.in/wp-content/uploads/2024/06/policy-on-internal-financial-control.pdf

26. Risk Management Policy:

Your Company has put in place a Risk Management Policy to define a framework for identification, assessment and mitigation of risk. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures as required under Regulations 34 (3) and 53 (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to ensure that risk is controlled. In the opinion of the Board, there are no risks which may threaten the existence of the Company. The Risk Management Policy of the Company can be viewed at Company's website at the weblink i.e. https://ricl.in/wp-content/uploads/2024/06/risk-management-policy.pdf

27. Particulars of Loans, Guarantees and Investments:

The details of Loans and Advances made, Guarantees given or Securities provided have been provided in notes to audited financial statements.

28. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

29. Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board.

On the recommendation of the NRC, the Board has adopted and framed a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act and the SEBI (LODR) Regulations, 2015. The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive and Non-Executive Directors are entitled to sitting fees for attending the Board/Committee Meetings. The Company's Policy on Directors' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation

19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report and it is also available on the website of the Company at the weblink i.e. https://ricl.in/wp-content/uploads/2024/06/nomination-and-remuneration-policy.pdf

30. Particulars of Employees and Remuneration:

None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per annum/ Rs. 8.50 Lakhs per month or more during the FY 2023-24. The information required under Rule 5 (2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed in Annexure V to the Director's Report. In compliance with provisions of section 136(1) of the Companies Act, 2013, the Audited Financial Statements along with other reports are sent to every member of the Company, excluding the information on employees' particulars, which is available for inspection at the

Registered Office of the company during working day upto the date of ensuing Annual General Meeting. Any member who is interested in obtaining copy thereof, such member may write to the Company Secretary at the Registered Office of the Company.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure V and forms part of this Report.

Outgo:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished hereunder:

(i) Conservation of Energy:

In its endeavour towards conservation of energy your Company ensures optimal use of energy, avoid wastages and conserve energy as far as possible. Your Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently.

(ii) Research and Development &Technology absorption:

The Company has not carried out any research and development activities. The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

(iii) Foreign Exchange Earnings and Outgo:

As the Company does not have any foreign trading activity it only operates in local market hence there are no reportable foreign exchange earnings and outgoes.

32. Regulatory Orders:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

33. Prevention of Sexual Harassment Policy:

The Company has zero tolerance for sexual harassment at workplace and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act,2013 and the Rules thereunder. During the year under review, no complaint on sexual harassment was received by the Company. The Policy for prevention of Sexual Harassment is available on the website of the Company and the weblink is https://ricl.in/wp-content/uploads/2024/06/Sexual-Hasrrament-Policy_2023.pdf this policy not only covers the women employees of the Company also includes the visitors in the premises. The Women employees of the Company are made aware of the protections made available to them under this policy.

34. Shifting of Registered Office:

The registered office of the Company was shifted from 34, 2nd Floor, Plot -

45/47, Shanti Bhavan, Dhirubhai Parekh Marg, Ladwadi, Kalbadevi, Mumbai-400002 to 3501, Floor-35, Vertu Tower, Katrak Road, Wadala Market, Wadala, Mumbai- 400031, Maharashtra with effect from 02^nd May 2024.

35. Details of application made or proceeding pending under insolvency and bankruptcy code 2016

During the year under review, following was pending under the Insolvency Bankruptcy Code, 2016: An Appeal No CA(AT)(Ins.)/137/2021 in the matter of Royal India Corporation Ltd. Vs Liquidator for Royal Refinery Pvt. Ltd. is pending before NCLAT , Delhi against the impugned order dated 07/01/2021 passed by Hon'ble Adjudicating Authority (NCLT, Mumbai Bench) at

Mumbai in IA No. IA/1266/2020 in CP/2556/2019 .

36. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions:

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

37. Appreciation:

Your Directors take this opportunity to thank the employees, customers, vendors, bankers, registrar and share transfer agents, investors of the Company and the communities in which the Company operates for their unstinted co-operation and valuable support extended to the Company during the year. We also take this opportunity to express our deep appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the company's growth and progress.

Your Directors also thank the Government of India and concerned government departments/agencies for their co-operation. Your Directors heartily appreciate and value the contributions made by every member of the Company.