Equity Analysis

To The Members,

Your Directors have pleasure in presenting the 40th Annual Report of your Company together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 2024 and the Auditors Report thereon.

FINANCIAL RESULTS:

The summarized working results for the year ended March 31,2024 as compared to earlier year are as under:

(Rs. in millions)

OPERATING RESULTS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review, the total income of the Company for the year ended 31 March, 2024 was Rs.1155.85 Million as compared to Rs. 1563.96 Million in the previous year. The profit before depreciation, finance cost, taxation is Rs. 228.60 Million up from Rs. 111.38 Million in the previous year. The net profit after depreciation, finance cost Exceptional items and Taxation is Rs. 72.12 Million for the current financial year as compared to net loss of Rs. 31.77 Million in the previous year.

FUTURE OUTLOOK

The Company has Electric Auto (Electric Vehicle) Manufacturing facilities at its Plant at Surajpur, Greater Noida, Uttar Pradesh. The said Manufacturing Unit of

the Company supply the following Electric Vehicles (EV) domestically to cater to the Indian automotive market as well as explore the export market. The Company developed various models of E-Auto and are building brand "Samrat'' to focus on growth as an OEM. Portfolio of Products of E-AUTO VARIANTS are as follows

The focus of the Company is at present on emerging business like Electric Vehicles manufacturing of Three Wheeler (L-5) and enhancing its sales.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the FY ended 31st March, 2024 to which the Financial Statements relates and the date of signing of this report.

DIVIDEND

The Company does not propose any dividend for the year 2023-2024.

SUBSIDIARIES AND JOINT VENTURES: The Company does not have any Subsidiary Company or Joint Venture.

SHARE CAPITAL There was no change in the Company's share capital during the year under review. The Company's paid up Equity Share Capital to stand at Rs. 59.75 lakhs comprising of 59,75,000 equity shares of Rs.10 each as on March 31,2024.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to Reserves out of profits of the financial year 2023-24.

ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014 then Annual Return is available on company's website at www.rasandik.com/report.html.

NUMBER OF MEETINGS OF THE BOARD

During the year under review four Board Meetings were convened and held and four Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

A meeting of the Independent Directors of the Company was held on February 13, 2024 and the same was attended by Independent Directors.

NUMBER OF MEETINGS OF COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established various Committees as a matter of good corporate governance practice and as per the requirements of the Companies Act, 2013:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. CSR Committee

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition:

During the year under review, the Board of Directors of your esteemed Company remained duly constituted in compliance with the provisions outlined in the Companies Act, 2013 read with SEBI LODR Regulations.

As of the latest, the Board consists of a total of six Directors, comprising one Executive Director, one Non-Executive Director and four Non-Executive Independent Directors, each contributing to the governance and strategic direction of the Company.

b) Retirement by Rotation:

As per the provisions of the Companies Act, 2013, Mrs. Deepika Kapoor, Director who retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment to the Board. His profile details are contained in the accompanying Notice of the AGM.

c) Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of Company confirming that they meet with the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended time to time.

d) Familiarization Program for Independent Directors

Formalisation programme for independent directors was completed by the company during the year 20232024.

e) Board Evaluation

In terms of the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Independent Directors, in their separate meeting held on February 13, 2024 evaluated the performance of the Board, the Chairperson and the Non-Independent Directors. The result of the evaluation is satisfactory and sufficient and meets the requirements of the Company. Further, the Annual Performance Evaluation was also carried out by the Board for the financial year 2023 - 2024 in respect of its own performance, the evaluation of the working Committees, Directors through peer evaluation excluding director being evaluated.

f) Key Managerial Personnel

The Company has appointed three Key Managerial Personnel which includes Sh. Rajiv Kapoor, Managing Director; Mr. Gautam Bhattacharya, CFO, and Mr. Pradeep Chandra Nayak, Company Secretary, to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There is no change in the Key Managerial Personnel of the Company during the year under review. The Company did not appoint any Key Managerial Personnel during the year under review.

POLICY RELATING TO DIRECTORS:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration, specifying criteria for evaluation of performance and process (Annexure IV). The Nomination and Remuneration Policy is available at Company website i.e.www.rasandik.com/ report.html.

The policy framed by the Nomination & Remuneration

Committee under Section 178(3) of the Companies Act,

2013 is as below:

APPOINTMENT CRITERIA AND QUALIFICATIONS

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) The Committee shall identify the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

c) The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

d) Remuneration to Directors

i) Remuneration to Whole-time / Executive /Managing

Director: The Remuneration/ Compensation/

Commission etc. to be paid to Director /Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under including any amendments thereto or any other enactment for the time being in force. The Managing Director shall be eligible for a monthly remuneration as may be approved by the Shareholders on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders, wherever required. If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration in accordance with the provisions in Schedule V of the Companies Act, 2013.

ii) Remuneration to Non- Executive / Independent Director: The Non-Executive/Independent Director may receive remuneration / compensation /commission as per the provisions of Companies Act, 2013 and the rules

made thereunder. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under including any amendments thereto or any other enactment for the time being in force. The Independent Director shall not be entitled to any stock option of the Company.

Evaluation The Committee shall carry out evaluation of performance of every Director at regular interval (yearly).

Removal The Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PARTICULARS OF EMPLOYEES: None of the employees of the Company were drawing a remuneration exceeding Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month or part thereof. The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

PARTICULARS W.R.T. RATIO OF REMUNERATION OF DIRECTORS AND KMP

In terms of the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required information with respect to ratio of remuneration of directors, key managerial personnel and employees is set out as Annexure - II which forms part of this report. There were no employees during the year under review,

drawing remuneration specified under Section 197 of the Companies Act, 2013 read with applicable rules.

AUDITOR AND AUDITOR'S REPORT:

a) Statutory Auditor:

The Members of the Company appointed M/s. V Sankar Aiyar & Co., Chartered Accountants, New Delhi, having Firm Registration No. 109208W, Statutory Auditors of your Company for a period of five years from the conclusion of 38^th Annual General Meeting (AGM).

AUDITORS' REPORT

The notes on financial statements referred in the Auditor's Report are self explanatory.

The Auditors Report to the shareholders for the year under review below mentioned qualification.

Qualification:

The Auditor draw attention regarding non carrying out of assessment of items of inventory lying unconsumed (either due to ageing or utility) to suit the nature of production. In the absence of such an assessment by the Company, likely fall in the Net Realizable Value of individual items (raw material/ stores) which may be identified as no longer suitable for sale or use requiring provision for impairment/ obsolescence is not determinable as at the Balance Sheet Date. We are unable to comment upon the adjustments, if any, that are required to the carrying value of the inventories and consequential impact, if any, on the accompanying Statement.

Management view:

The Company has issues related to interest costs on borrowings and has thus decided diversify and focus on other areas of automotive business. The management is initiating Marketing, Development and Manufacturing of electric 3-wheeler (L-S) category and build its own Brand. Since the attention of the management is focused on improving automotive/ electric vehicle operations, it has not been possible to complete the critical evaluation of all items of inventory lying unconsumed (either due to ageing or utility) to suit

the nature of production. In these circumstances, there is a likely fall in the NRV of individual items requiring provision for impairment, which is unascertained. Pending critical evaluation, during the year, the Company has considered during the quarter and year ended 31 March 2024 an amount of ~ Nil and ~ 305.73 lakhs respectively as provision for obsolescence in the current year which is included under the head "other expenses".

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013

The Board of Directors states that M/s. V Sankar Aiyar & Co., Chartered Accountants, New Delhi, having Firm Registration No. 109208W, Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government or to the Board of Directors or Audit Committee of the Company.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Arun Gupta & Associates, Company Secretaries, New Delhi to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit Report forms part of this report as "Annexure - C". The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

The Board at its meeting held on May 29, 2024, has on the recommendation of the Audit Committee reappointed M/s. Arun Gupta & Associates, Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the FY 2024 -2025.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given, during the year under review, any loan, and guarantee or invested any funds falling under the purview of Section 186 of the Companies Act, 2013. Details of outstanding investments are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were at arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Directors, Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. All Related Party Transactions as required under Indian Accounting Standards AS-24 are reported in Note 40 Notes to Accounts of the financial statements of the Company. All related party transactions were placed before the Audit Committee and the Board for approval.

CORPORATE GOVERNANCE

The compliance with the provisions of Corporate Governance under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been applicable to the Company in the financial year 2023 - 2024 on the basis of the turnover of the Company. Hence, the Report on Corporate Governance as stipulated under Regulation 33 (1) (e) read with Schedule IV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been applicable to the Company which is integral part of this Report. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance. (Annexure I)

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges regarding the compliance of conditions of corporate governance, is presented in a separate section forming part of the Annual Report. (Annexure B)

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is set out in this Annual Report.

DEPOSITS

During the Financial Year 2023-2024, your Company has neither accepted nor renewed any deposits during the in terms of Chapter V of the Companies Act, 2013 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

INSURANCE

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant / material orders passed by the regulators or courts or tribunals during the FY 202324, impacting the going concern status and Company's operations in future.

AUDIT COMMITTEE

The composition of Audit Committee of the Company as under:

The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI guidelines thereof.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company state that:

a) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

b) 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 and loss of the Company for that period.

c) 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.

d) The Directors have prepared the annual accounts on a going concern basis.

e) Proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism Policy for Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The necessary mechanism is in line with the requirements under the Companies Act, 2013. It provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. None of the Whistle Blowers have been denied access to the Audit Committee. The said policy is available on the Company's website www.rasandik.com/report. html under the Investor Section.

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy provides for protection against Sexual Harassment of Women at Workplace and for prevention and Redressal of complaints. No complaints were received from any employee during the financial year 2023-2024.

CORPORATE SOCIAL RESPONSIBILITY

In compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee ('CSR Committee'). The terms of reference of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance. (Annexure-III)

During the year under review the company ceases to be covered under subsection (1) of 135 of Companies Act, 2013 the Company incurred the losses and could not satisfy the other parameters as well to make CSR contributions in terms of the provision of the Act. Hence, the Statement on CSR activities is not applicable. However, the CSR Committee reviewed the other compliance requirements viz. formulating & monitoring the CSR policy, etc. in accordance with the provisions of the law.

CSR policy of the Company can be accessed on the Company's website at the link: www.rasandik.com/report. html

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 form part of this report and are set out in the Annexure - A to this report.

INTERNAL FINACIAL CONTROL SYATEMS AND THEIR ADEQUACY

The Company has adequate internal financial control procedures commensurate with its size and nature of business. The Company has appointed Internal Auditors comprising professional Chartered Accountants who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. Based on the audit observation and recommendations, follow ups and remedial measures are being taken including review and increase in scope, if necessary.

The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports and adequacy of internal controls. As a matter of proactive planning, the Board has also constituted an Audit Committee which meets periodically to review the financial performance and the accuracy of financial records. The management duly considers and takes appropriate action on the recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee of the Board of Directors.

SECRETARIAL STANDARDS

During the financial year, your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India.

STATUTORY DISCLOSURE:

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

a. There is no change in the nature of business of the

Company.

b. In terms of the first proviso to Section 136 of the

Companies Act, 2013, the Report and Accounts are being sent to all the shareholders and is available on the Company's website.

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

d. Issue of equity shares with differential rights as to dividend or voting or otherwise.

No significant material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company operations in the future.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31 st March, 2024. The certificate is part of this Annual Report.

LISTING FEES

The Company has paid the Annual Listing fees to BSE Ltd. for the Financial Year 2023 - 2024.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2023-2024 are attached as Annexure - V which forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The Policy on related party transactions as approved by the Board has been uploaded on the Company's Website at www.rasandik.com. Pursuant to the requirement under Section 134(3) (h) of the Companies Act, 2013, the particulars of contracts or arrangements with related parties referred to in section 188(1) of the Act, are attached as Annexure-VI which forms part of this report.

The policy on materially related party transaction and on dealing with related party transaction as approved by the Board and the detail policy can be referred on the website of the Company i.e., www.rasandik.com/report.html.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.rasandik.com/report.html.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PREVENTION OF INSIDER TRADING:

The Company has 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 Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

EMPLOYEES STOCK OPTION PLANS /SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the year under review.

DIRECTORS' REPORT (Contd.)

QUALITY SYSTEM

Your Company has been certified as an ISO/TS 169492002 version Quality System Company by AIB Vincotte Inter Belgium and also an ISO 14001 - Environment Management System Company by British International Standard (BIS).

TRANSFER TO INVESTORS EDUCATION AND POTECTION FUND

The amount represents unclaimed dividends which were lying with the Company for a period of more than seven years from their respective due dates of payment had transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Provision of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the Company's

objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expresses in the statement. Important factors that could influence the Company's operations included: global and domestic demand, new capacity additions, changes in government policies and tax laws and other factors which are material to the business operation of the Company.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express their deep sense of gratitude to the bankers, employees, shareholders, customers and suppliers for their continued support and confidence in the management.

Your Company is grateful for the co-operation and continued support extended by Maruti Suzuki India Ltd, Tata Motors Ltd, CNH, Mahindra, Ashok Leyland, and all other Customers. Your Directors look forward to receive their continued confidence, support and encouragement.