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Director's Report

RNIT AI Solutions Ltd
Industry :  Computers - Software - Medium / Small
BSE Code
ISIN Demat
Book Value()
517286
INE335Q01026
11.2232712
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
AUTOPALIND
44.55
396.55
EPS(TTM)
Face Value()
Div & Yield %
1.19
10
0
 
As on: Dec 14, 2025 08:12 PM

Dear Members

RNIT AI Solutions Limited ,

Your directors have immense pleasure in presenting the 01 st Board's Report (Post Relisting & Corporate Insolvency Resolution Process (CIRP)) of your Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

Corporate Insolvency Resolution Process (CIRP) Key Highlights

The Corporate Insolvency Resolution Process ( " CIRP " ) of the Company was initiated pursuant to an application filed by Tack Innovations, an Operational Creditor, under Section 9 of the Insolvency and Bankruptcy Code, 2016 ( " IBC " ). The Hon ' ble National Company Law Tribunal ( " NCLT " ), Jaipur Bench, at its hearing held on September 23, 2024, pronounced its order in IA (IBC) Plan No. 07/JPR/2024 in CP No. (IB) 47/9/JPR/2018, in the matter of Tack Innovations vs. Autopal Industries Limited, approving the Resolution Plan jointly submitted by Mr. Vivek Kumar Ratakonda and Mr. Raja Srinivas Nandigam ( " Resolution Applicants " ).

Mr. Ajay Gupta, having IBBI Registration No. IBBI/IPA-001/IP-P00140/2017-18/10304, was appointed as the Resolution Professional (RP) to manage the affairs of the Company during the CIRP in accordance with the provisions of the IBC.

RNIT AI Solutions Limited (formerly Autopal Industries Limited) remained under CIRP from September 23, 2024, pursuant to the above NCLT order. Through Order No. CP (IB) 47/9/JPR/2018 [IA No. 384/JPR/2024] dated September 23, 2024, the Hon ' ble NCLT also approved the merger of RNIT Solutions & Services Limited into Autopal Industries Limited, with April 1, 2023 as the Appointed Date.

Subsequently, the name of the merged entity was changed to RNIT AI Solutions Limited with effective from February 17, 2025.

In accordance with the approved Resolution Plan, an Implementation and Monitoring Committee was constituted to supervise and monitor its implementation. The Committee diligently carried out its responsibilities in ensuring the successful implementation of the Resolution Plan.

Upon approval of the scheme of arrangement by the Hon ' ble NCLT, Resolution Professional appointed a new Board of Directors in consultation with the Resolution Applicants, fulfilled their responsibilities, and formally handed over the management of the company to the new Board at its meeting held on October 8, 2024. The new Board assumed full control over the operations of the Company with effect from the same date and the requisite disclosures have been made to BSE Limited.

FINANCIAL HIGHLIGHTS

The Financial Highlights of the Company are as given hereunder:

(Amount in lakhs, unless otherwise stated)

Particulars For the financial year For the financial year
2024-2025 2023-2024
Revenue from Operations 3,222.59 -
Other Income 5.68 -
Total Income 3,228.26 -
Total Expenses 2,497.74 31.63
Profit before Interest, Depreciation 1028.12 (16.67)
& Tax
Depreciation 275.63 14.96
Finance Costs 21.97 -
Profit before Tax 730.52 (31.63)
Current Tax - -
Deferred Tax 9.58 -
Profit after Tax 720.94 (31.63)
EPS (Basic & Diluted) (in Rs.) 1.00 (0.90)

PERFORMANCE AND STATE OF COMPANY ' S AFFAIRS

During the year, the Company generated revenue of 3,222.59 lakhs and reported a net profit after tax of 720.94 lakhs for FY 2024 25. The Board remains optimistic about the Company ' s prospects and anticipates improved performance in the years ahead.

AMOUNTS TRANSFERRED TO RESERVES

During the year under review, no amount was transferred to the reserves by the Board.

DIVIDEND

During the year, the Company did not declare any dividend.

DEPOSITS

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, the Company ' s business operations transitioned from " Auto Components & Equipments " to " Computers Software & Consulting " , encompassing software development, IT consulting and data analytics. This change followed the merger of M/s. RNIT Solutions and Services Limited with M/s. Autopal Industries Limited under the approved Scheme of Arrangement pursuant to the resolution plan. Subsequently, the Company ' s name was changed to RNIT AI Solutions Limited.

ANNUAL RETURN

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://rnit.ai/disclosure

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures and Associate Companies.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year ended March 31, 2025, no company became or ceased to be a subsidiary, joint venture, or associate of the Company.

SHARE CAPITAL

(a) Authorized Share Capital

During the year under review, there was a change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2025 was Rs.85,00,00,000/-, comprising of 8,50,00,000 equity shares of Rs.10/- each.

(b) Paid-up Share Capital

During the year under review, there was a change in paid up share capital of the Company. Paid up share capital of the company as on March 31, 2025 was Rs.71,79,19,830/- comprising of 7,17,91,983 equity shares of Rs.10/- each.

(c) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(d) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(e) Bonus Shares

The Company has not issued any bonus shares during the year under review.

(f) Employees Stock Option

The Company has not provided any Stock Option Scheme for the employees

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

As per the NCLT order dated 23 rd September 2024, RNIT Solutions and Services Limited has been merged into Autopal Industries Limited through a Scheme of Arrangement with 01 st April 2023 as the Appointed Date. The name of the Company has been changed from Autopal Industries Limited to RNIT AI Solutions Limited with effect from 17 th February 2025.

Pursuant to the Resolution Plan approved by the Hon ' ble NCLT Jaipur Bench vide order dated 23 rd September 2024, fixed 29 th November 2024 as the record date for the purpose of corporate actions mentioned below in terms of the approved resolution plan: i. Extinguishment of entire 9% Redeemable Non-Cumulative Preference Shares : Entire 9% redeemable non-cumulative preference shares shall be extinguished without any payout. ii. Extinguishment of Entire Promoter Shareholding : Entire share capital held by (erstwhile) promoter and promoter group of the Company shall be extinguished without any payout, post the completion of such reduction the existing share capital held by the erstwhile promoters of the company shall be extinguished i.e. (Erstwhile Promoter shareholding shall become NIL). iii. Reduction of Public Shareholding : The shareholding of the public shall be reduced by 75% such that, the public shareholders of the Company shall hold 1 (one) equity share of INR 10/- (Rupees Ten Only) each for every 4 (Four) equity share of the Company held by them as on the record date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, the Company has not made any investments or granted loans or provided security, falling under the provisions of Section 186 of the Act.

DETAILS OF CREDIT RATING

The Company was not assigned with any Credit Rating.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following Directors were appointed by the Resolution Professional pursuant to the Resolution Plan

Sl No DIN Name Category Date of Appointment
1 08430111 Raja Srinivas Director 08/10/2024
Nandigam
2 08430112 Neelima Director 08/10/2024
Nandigam
3 02329517 Pramod Reddy Director 08/10/2024
Mallaiahgari

The following Directors and Key Managerial Personnel of the Company ceased to hold office pursuant to the NCLT Order, effective from the induction of the new Board of Directors on 8 th October 2024.

Sl No Name of Director DIN Designation Reason for Cessation Effective Date of Resignation
1 Mr. Anup Gupta 01132624 Managing Director Cessation Pursuant 08/10/2024
2 Mr. Shailendra Kumar 03555968 Director to NCLT Order
3 Mr. Dharam Pal Gupta 00058225 Additional Director dated 23 rd September, 2024
4 Ms. Bela Bhandari 07574397 Director

Details of Directors or KMPs appointed/re-appointed during and after the end of the financial year under review.

Mr. Raja Srinivas Nandigam was appointed as the Managing Director on 07/11/2024.

Mrs. Neelima Nandigam was appointed as the Executive Director on 08/10/2024 and subsequently redesignated as Non-Executive Director on 06/12/2025.

Mr. Malladi Venkata Satya Surya Subrahmanya Sastri was appointed as the Chief Financial Officer on 27/11/2024, resigned on 07/12/2024, reappointed as the Chief Financial Officer on 07/03/2025, and subsequently appointed as an Additional Director and redesignated as Executive Director on 28/05/2025.

Mr. Pramod Reddy Mallaiahgari was redesignated as an Independent Director on 28/05/2025.

Mr. Lakshmi Narasimha Kameswara Rao Mantha was appointed as a Non-Executive Director on 28/05/2025.

Mr. Srikanth Somepalli and Mr. Vijendra Palavalasa were appointed as Independent Directors on 28/05/2025.

Mr. Mandeep Singh was appointed as the Company Secretary on 27/11/2024 and resigned on 29/09/2025.

Mr. T.T.V.R. Seshan was appointed as the Company Secretary on 30/09/2025.

In accordance with the provisions of Companies Act, 2013, Mrs. Neelima Nandigam, Executive Director of the Company would retire by rotation and, being eligible, offer herself for re-appointment. The Board of Directors recommends her re-appointment at the ensuing Annual General Meeting.

Details of Whole-Time Key Managerial Personal (KMP)

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the period under review, the Key Managerial Personnels of the Company were Shri. Raja Srinivas Nandigam Managing Director, Shri. Malladi Venkata Satya Surya Subrahmanya Sastri, Chief Financial Officer and Shri. Mandeep Singh, Company Secretary and Compliance Officer.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under section 164 of the Companies, Act, 2013.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 5 Board Meetings were held and the intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

Name of the Director October 08, 2024 November 07, 2024 November 27, 2024 December 07, 2024 March 07, 2025
Raja Srinivas Nandigam Present Present Present Present Present
Neelima Nandigam Present Present Present Present Present
Pramod Reddy Mallaiahgari Present Present Present Present Present

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, and in view of the approval of the Resolution Plan and scheme of arrangement on 23 rd September 2024, the Company has not constituted any committees post the induction of the new Board of Directors.

Pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 and Listing Regulations, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Board as a whole was carried out by all the Directors, while the evaluation of the Chairman and the Non-Independent Directors was conducted by the other Directors. The Directors expressed satisfaction with the evaluation results, which reflected the Board ' s overall engagement and effectiveness.

INDEPENDENT DIRECTORS

A statement regarding opinion of Board with regard to integrity, expertise and experience of Independent Directors:

As on 31 st March 2025, no Independent Directors had been appointed. However, the Board of Directors appointed Independent Directors on 28 th May 2025. The Board is of the opinion that all appointed Independent Directors possess the integrity, relevant expertise, and experience necessary to serve in the best interests of the Company. Furthermore, the Independent Directors have affirmed their compliance with the Code for Independent Directors as prescribed under Schedule IV of the Companies Act, 2013.

A Statement of Declaration by Independent Directors:

As of 31 st March 2025, no Independent Directors had been appointed. However, on 28 th May 2025, the Independent Directors appointed by the Board confirmed and declared that they are not disqualified from acting as Independent Directors in accordance with the provisions of Section 149 of the Companies Act, 2013, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that the appointed Independent Directors meet all the eligibility criteria and conditions prescribed under the Companies Act, 2013, and are competent to serve in such capacity.

Meeting of Independent Directors

As of 31 st March 2025, the Company had not appointed any Independent Directors. Consequently, no separate meeting of Independent Directors was held during the financial year.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules there under as amended from time to time is enclosed as ANNEXURE - A to this Report.

There are no instances of employees who were in receipt of remuneration in excess of the limit prescribed in provisions of Section 197 (12) of the

Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made there under.

COMMITTEES OF THE BOARD

The details of the following Board Committees, including their composition and meetings held on 28 th May 2025, are provided in the Report on Corporate Governance, which forms part of this Report:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

These disclosures are made in accordance with Regulation 34(3) and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

NOMINATION AND REMUNERATION POLICY

The Policy has been uploaded on the website of the Company at https://rnit.ai/codes

AUDITORS AND THEIR REPORT(S):

Statutory Auditors '

In accordance with the provisions of Companies Act, 2013, M/s. B R A N D & Associates LLP, Chartered Accountants, Hyderabad (FRN:012344S/S200101), were appointed by the Board of Directors on 07 th March 2025.

They have tendered their resignation on 14 th August 2025, which resulted into casual vacancy, the Board of Directors of the Company recommended appointment of M/s. M S P R & Co., Chartered Accountants (Firm Registration No. 010152S) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. B R A N D & Associates LLP, Chartered Accountants, Hyderabad (FRN:012344S/S200101) to hold the office, from 12 th September 2025 until the conclusion of ensuing AGM.

Accordingly, based on the recommendations of the Audit Committee, the Board has recommended for approval of the shareholder at the ensuing AGM, for the appointment of M/s. M S P R & Co., Chartered Accountants (Firm Registration No. 010152S) as Statutory Auditors of the Company for a term of 5 years commencing from financial year 2025-26 to the financial year 2029-30.

The resolution along with explanatory statement for statutory auditor appointment has been included in the Notice of this Annual General Meeting

There is no qualification or adverse remark in Auditors ' report. As regards the comments made in the Auditors Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under, either to the Company or to the Central Government. The notes on accounts referred to and the Auditors Report are self-explanatory and therefore do not call for any explanatory note.

Internal Auditors

During the period under review, since the Company was under CIRP and as understood from Resolution Professional, no Internal Auditor was appointed to comply with the requirements of the applicable laws.

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. MVK & Associates, Practicing Company Secretaries, Hyderabad, as the Secretarial Auditors of the Company for the financial year 2024 25.

Based on the recommendations of the Audit Committee, the Board has recommended for approval of the shareholder at the ensuing AGM, for the appointment of M/s. MVK & Associates, Practising Company Secretaries, Hyderabad as Secretarial Auditors of the Company for a term of 5 years commencing from the financial year 2025-26 to the financial year 2029-30.

Secretarial Audit Report

The Secretarial Auditor ' s Report in Form MR-3 for the financial year 2024 25 received from M/s. MVK & Associates, is enclosed as ANNEXURE - B and forms part of this report. The Report contains no adverse remarks; however, it includes an observation, which is self-explanatory.

Cost Records

Maintenance of cost records as prescribed under the provisions of Section 148 of the Companies Act, 2013 are not applicable for the business activities carried out by the Company during the financial year.

Cost Auditors

As per section 148 read with Companies (Audit and Auditors) Rule, 2014, Cost Audit is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY ( " CSR " ) POLICY

During the year under review, the provisions of Corporate Social Responsibility (CSR) as specified under Section 135 of the Companies Act, 2013 were not applicable to the Company. This is due to the Company not meeting any of the following criteria in the immediately preceding financial year:

Net worth of Rs.500 crore or more

Turnover of Rs.1,000 crore or more

Net profit of Rs.5 crore or more

As per the provisions of Section 135(1) of the Companies Act, 2013, CSR provisions become applicable when a company meets the prescribed financial thresholds. The provisions were not applicable to the Company for the financial year 2024 25. However, since the Company recorded a net profit of 7.21 crores during the financial year 2024 25, the CSR provisions will be applicable for the financial year 2025 26.

The detailed CSR Policy has been uploaded on Company ' s website and can be accessed through the web-link https://rnit.ai/codes .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177(9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism called the ' Whistle Blower Policy ' for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company ' s Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Company ' s website and can be accessed through the web-link https://rnit.ai/codes .

RISK MANAGEMENT POLICY

We believe that effective risk management policy is critical to mitigate potential risks and ensure business continuity. In order to achieve this, the Company has in place Risk Management Policy as per requirement of the Listing Regulations and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors and the Senior Management of the Company are periodically reviewing the policy and monitoring its implementation to ensure the optimization of business performance, to promote confidence amongst stakeholders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company.

SECRETARIAL STANDARDS

Your directors confirm that the Company has, during the year, complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

LISTING OF SHARES

The Equity shares of the Company are listed at BSE Limited, Mumbai, which provides wider access to the investors nationwide.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year were on arm ' s length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the company with the promoters, key management personnel or other designated persons that may have potential conflict with the interests of the Company at large.

During the year 2024-25 your Company had not entered into transactions with any person or entity belonging to its promoter / promoter group, which holds 10% or more shareholding in the Company.

INFORMATION REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 PERTAINING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy

Your Company ' s activities are service based, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable.

1) Steps taken for conservation of energy : The Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc, (c) operational energy efficiency.

2) Steps taken for utilizing alternate sources of energy/resources : Nil

3) Capital Investment on energy conservation equipments : Nil

(B) Technology Absorption

Your Company not being engaged in any manufacturing activity, there is no material information to be provided in this regard.

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company ' s operations do not require significant import of technology.

1) Efforts made towards technology absorption : A continuous interaction and exchange of information in the industry is being maintained with a view to absorbing, adapting and innovating new methods that may be possible.

2) Benefits derived like product improvement, cost reduction, product development or import substitution : Not Applicable

3) Information regarding technology imported, during the last 3 years : Nil

4) Expenditure incurred on Research and Development : NIL

(C) Foreign Exchange Earnings and Outgo: Total foreign exchange earnings and outgo details during the year were NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts / tribunals which would impact the going concern status of the Company and its future operations except NCLT order dated 23 rd September 2024 approving scheme of amalgamation.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has implemented a robust internal control system designed to support the scale and complexity of its growing operations. This framework ensures accountability, financial discipline, and compliance with applicable regulations. The internal control environment is anchored on the following core elements:

A well-defined organizational structure with clearly assigned roles, responsibilities, and reporting hierarchies;

Documented policies and standard operating procedures that govern key financial, operational, and compliance-related activities;

The statutory auditors have also independently audited the internal financial controls over financial reporting as of 31st March 2025. They have opined that adequate internal controls over financial reporting exists and that such controls were operating effectively.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( " IEPF Rules " ), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ( " IEPF " ).

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

DIRECTORS ' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed.

(a) In the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any: (b) The directors 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 financial year and of the profit and loss of the Company for that year; (c) The directors have taken 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) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and (f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( " PoSH Act " ). A committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The summary of complaints up to March 31, 2025, were as under:

Number of complaints of sexual harassment received Nil
during the year
Number of complaints disposed off during the year Nil
Number of cases pending for more than ninety days NIl

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, the Company underwent proceedings under the Insolvency and Bankruptcy Code, 2016 initiated by Tack Innovations under Section 9. The Hon ' ble NCLT, Jaipur Bench, vide order dated September 23, 2024, approved the Resolution Plan submitted by the Resolution Applicants. Pursuant to the Resolution Plan, the management of the Company was handed over to the newly constituted Board on October 8, 2024.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

CORPORATE GOVERNANCE

Your Company has always strived to maintain appropriate standards of good corporate governance. The report on corporate governance as stipulated under Schedule V (C) of the Listing Regulations forms as ANNEXURE - C of this Report. The requisite certificate confirming compliance with the conditions of corporate governance as stipulated under the said clause is attached to this report.

CORPORATE POLICIES

The Listing Regulations mandate the formulation of certain policies for all Listed Companies. The Corporate Governance Policies are available on the Company's website at https://rnit.ai/codes are reviewed periodically by the Board and updated as needed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Schedule V(B) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report and is enclosed as ANNEXURE -D .

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Board of Directors of the Company hereby confirms that according to the provisions of Regulation 34(2)(f) of the Listing Regulations, the report on Business Responsibility and Sustainability Report is not mandatorily applicable to our Company, hence not annexed with Annual Report.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER THE MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of the Annual General Meeting of the Company including the Annual Report for Financial Year 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

APPRECIATION

The Board of Directors, wish to place on record its sincere appreciation for the support and co-operation received from all its stakeholders including customers, promoters, shareholders, bankers, suppliers, auditors, various departments/ agencies of Central/State Government and other business associates of the Company. Your Board recognizes and appreciates the contributions made by all employees at all level that ensure sustained performance in a challenging environment.

On behalf of the Board of Directors
For RNIT AI SOLUTIONS LIMITED
Sd/- Sd/-
Raja Srinivas Nandigam Neelima Nandigam
Date: 06.12.2025 Managing Director Director
Place: Hyderabad DIN: 08430111 DIN: 08430112

   

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