Dear Shareholders,

Your Directors are pleased to present the 37th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance highlights are depicted below :

( In Lakhs except EPS )

SUMMARY/STATEMENT OF BUSINESS OPERATIONS/AFFAIRS

The revenue for the year has been increased to Rs. 197.35 Crore as compared to Rs. 159.79 Crore in the previous year at the same time expenditure also increased to Rs. 174.87 Crore as compared to Rs. 149.56 Crore in the previous year. The company has earned net profit (standalone) of Rs. 19.71 Crore in the current year as compared to Rs. 10.02 Crore in the previous year. Whereas during the year under review, company's net profit (consolidated) is Rs. 21.01 Crore including share of profit of Rs. 1.30 Crore in joint venture as compared to Rs. 11.62 Crore including share of profit of Rs. 1.47 Crore in joint venture in previous year.

TRANSFER TO RESERVES

During the year under review, the amount of Rs. 0.26 Lakhs has been transferred to Capital Redemption Reserve and no other amount has been transferred to General Reserve.

DIVIDEND

The Board of Directors of the Company has recommended Final Dividend of 25% i.e. Rs. 0.25 per equity share having face value of Re. 1 each (pre-bonus) for the financial year ended March 31, 2024, which translates into final dividend of Rs. 0.125 per equity share having face value of Re. 1 each (post-bonus) for the Financial Year 2023-24.

The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs. 1.54 crore. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

SHARE CAPITAL

During the year under review, the Company bought back 26,176 equity shares at a price of Rs. 210 per equity shares for an aggregate consideration of Rs. 54.97 Lakhs, in compliance with provisions of Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and Section 68 of the Companies Act, 2013 read with rules made thereunder. The payment of buyback consideration was made on February 16, 2024 and the shares were extinguished on February 28, 2024. The paid-up Share Capital of the Company as on March 31, 2024 was Rs. 6,15,04,574/- divided into 6,15,04,574 equity shares of Rs. 1/- each.

During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

LISTING

The Equity Shares of the Company continue to remain listed on the BSE Limited.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Particulars of loans, guarantees and Investments have been disclosed in the Financial Statements.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture agreement with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion machinery lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo's best in class infrastructure and Bausano's sublime pioneering technology, availability of indigenous raw material and access to the latest technology. Through this unique Joint Venture, customers are offered world class technological products at affordable price levels.

The Consolidated Financial Statements of the Company along with its Associates (Rajoo Bausano Extrusion Private Limited) prepared for the year 2023-24 forms part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided in Form AOC-1 as Annexure I.

The Company does not have any subsidiary as on reporting date. During the year under review, no company became or ceased to be Company's subsidiaries, joint ventures or associate companies.

DETAILS OF APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, appointments of Mr. Pratik R. Kothari (DIN: 03550736) and Dr. Shital Badshah (DIN: 10039677) were regularised and appointed as Directors (Independent & Non-Executive) in duly convened Extra-ordinary General Meeting held on Friday, May 05, 2023.

In the opinion of the Board, all the Independent Directors appointed during the year, possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2024, your Company's Board has eight members comprising of four executive non-independent directors and non-executive independent directors. The Board has a Woman Director. The Details of the Directors of the Company has been provided in the Corporate Governance Report annexed to Annual Report.

Pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of such directors as are liable to retire by rotation, shall every year and if eligible, offer themselves for re-appointment at every AGM. Consequently Ms. Khushboo C. Doshi, Managing Director (DIN: 00025581) will retire by rotation and being eligible has offered herself for re-appointment. The Board of Directors, on recommendation of Nomination and Remuneration Committee, has recommended her re-appointment.

Brief particulars of Ms. Khushboo C. Doshi proposed to be re-appointed regarding the nature of her expertise in specific functional areas, names of companies in which she holds Directorships, committee memberships/ chairmanships, their shareholdings etc., are annexed to the notice of the ensuing 37th AGM.

Following are the Directors and Key Managerial Personnel of the Company as on March 31, 2024

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(iii) that the Directors 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;

(iv) the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

9 (Nine) Meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

INDEPENDENT DIRECTORS' MEETING AND FAMILARISATION PROGRAMME

The Independent Director met on March 25, 2024 without attendance of Non-Independent Directors and members of the Management. The independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking in to account the views of the Executive Directors and Non-Executive Directors and assessed 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. Non-Executive including Independent Directors plays a crucial role in balancing the functioning of Board by providing independent judgments on various issues raised in the Board Meetings like formulation in business strategies, monitoring of performances etc.,. Their role, inter alia, includes:

Impart balance to the board by providing Independent Judgments

Provide feedback on company's strategies and performances

Provide effective recommendations for further improvements

The Company has no pecuniary relationships with the Independent directors except sitting fees for attending meetings of the Board/committees thereof if any paid.

The details of the program for familiarization of the Independent Directors of the Company are available on the Company's website www.rajoo.com

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013, Listing Regulations and Governance Guidelines, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings, etc. The above criteria for evaluation were based on the Guidance Note issued by Securities and Exchange Board of India.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is made available on the Company's website www.rajoo.com

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in Corporate Governance Report. The Annual Report on CSR Activities in prescribed format is enclosed in Annexure II of this report. The policy is available on the website of the Company at http://www.rajoo.com/csr.html and https://www.rajoo.com/pdf/Codes_and_Policies/Amended_CSR_Policy.pdf

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report.

RISK MANAGEMENT

Your Company recognizes that Risk as an integral part of business and is committed to minimizing the risk in a pro-active and efficient manner. More details on risk management are covered in the Management Discussion and Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

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

At Rajoo Engineers Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Rajoo Engineers Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Rajoo Engineers Limited. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder.

The Company has also constituted an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment with the objective of providing a safe working environment; all employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

No. of complaints received: Nil

No. of complaints pending: Nil

No. of complaints disposed off: Nil

ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2024, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be accessed using the link https://www.rajoo.com/investorszone.html#sec1

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is also available on Company's website at https://www.rajoo.com/investorszone.html#sec9. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length price basis.

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in ordinary course of business and on an arm's length basis. Company had not entered in to any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. 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.

INSURANCE

Company has taken appropriate insurance for all the assets against foreseeable perils.

STATUTORY AUDITOR AND AUDITOR'S REPORT

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, M/s. Rushabh R. Shah and Co., Chartered Accountants (M. No.: 607585, FRN. 156419W), were appointed as statutory auditors of the Company for a term of 5 years at the 35th Annual General Meeting held on September 24, 2022 until the conclusion of the 40th Annual General Meeting to be held in the year 2027 on such remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time.

The notes on the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There is no audit qualification, reservation or adverse remark in their Report for the year under review.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, The Board of Directors of the Company has appointed CS Nirav D. Vekariya, Practicing Company Secretaries to undertake the audit of secretarial and related records of the Company for FY 2023-24. Form MR-3 i.e. Secretarial Audit Report for FY 2023-24 is annexed herewith marked as “Annexure III”.

The Observation of the Secretarial Auditor and the response of the Directors to the same are as follows:

Observation : It is observed that, there was delay in submission of voting result of Postal Ballot Resolution Dated 17th January, 2024 in XBRL mode within prescribed time limits i.e. 2 (Two) working days Which is delayed by 6 days.

Response : The Company has adopted good corporate governance practice and standard and had filed e-voting result of Postal Ballot in PDF format whereas submission of e-voting in XBRL format was filed late inadvertently.

COST AUDIT REPORT

M/s. Shailesh Thaker & Associates, Practicing Cost Accountants, have conducted audit of Cost Accounting Records in respect of the Financial Year 2023-24 and report thereon shall be finalized and filed as statutorily provided. The Board on recommendation of the Audit Committee has re-appointed M/s. Shailesh Thaker & Associates., Cost Auditors for the FY 24-25. At a remuneration of Rs. 42,000 (Rupees Forty thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the shareholders at the 37th Annual General Meeting. The Company has maintained cost records as specified under section 148(1) of the Companies Act, 2013.

DETAILS OF FRAUD REPORT BY AUDITOR

During the year, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act, the details of which would need to be mentioned under Section 134(3)(ca) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-IV and forms a part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company has established a robust Human Resources (‘HR') system that nurtures a conducive and productive work culture. It emphasises on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities, and internal job postings within the organisation for career options for the employees. It has well-documented and disseminated employee-friendly policies to enhance transparency, create a sense of teamwork and trust among employees and align employee interests with organisational strategic goals. These policies assist in holistic HR development and play a key role in right talent on-boarding, talent retention, and leadership development.

The Company ensures equal access to opportunities in the areas of recruitment, training and up gradation, professional development and advancement, regardless of gender, age, racial/ethnic background, religion or social status. The Company adheres to the Rajoo's Code of Conduct to strengthen core Rajoo's values of excellence and leadership.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 relating to ‘Meetings of the Board of Directors' and SS-2 relating to ‘General Meetings', respectively, have been duly followed by the Company.

OTHER DISCLOSURES

There are no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.

There has been no change in the nature of business of the Company.

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

There are no proceedings initiated/ pending against the company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the company.

There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

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

1. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:

The Company has continued its efforts to improve energy efficiency with more vigor and depth. Your Company continually took necessary steps to absorb and adopt the latest technologies and innovations in the Plastic Manufacturing Machines Industry. All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption. Energy audits and Inter unit studies are carried out on a regular basis for taking steps for reduction of the energy consumption.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing alternate source/ renewable source of energy:

The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plant in the state of Gujarat at Village Hadamtala, Taluka Kotda-Sangani, District Rajkot.

All efforts are made to use more natural lights in offices/Factory/stores premises to optimize the consumption of energy. the Company along with group entities of the Company has formed a Limited Liability Partnership “SHRUTINA NEXGEN SOLAR LLP (LLPIN: ACH-3671)”, which is registered with Registrar of Companies, Gujarat on May 26, 2024. Shrutina Nexgen Solar LLP is formed by Rajoo Engineers Limited (holding 7%) along with Promoter Group Entities viz. Shrutina Nexgen LLP (holding 74%), Essen Speciality Films Limited (holding 18%) and Rajoo Innovation Centre LLP (holding 1%) as its Partners. The LLP is incorporated for business purpose: To carry on the business of generating, accumulating, distributing and supplying Solar Energy for its own use or for sale to Governments, State Electricity Boards,Intermediaries in Power Transmission/ Distribution, Companies, Industrial Units, or to other types of users/ consumers of Energy.

(c) The capital investment on energy conservation equipment : NIL

2. TECHNOLOGY ABSORPTION

(a) Efforts made towards Technology Absorption:

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products.

The Company has technical collaboration with Commodore LLC., USA, Bausano & Figli, Italy and MEAF Machines B.V. of Netherlands are strategic partners.

(b) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy efficient products to consumers.

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No Technology was imported for conservation of energy.

(d) The expenditure incurred on Research and Development

(Rs. In lacs)

(Rs. In lacs)

APPRECIATION

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company's achievements would not have been possible. Your Directors also wish to thank its customers, vendors, suppliers, investors and bankers for their continued support and faith reposed in the Company.