RLF Ltd Directors Report

To The Members,

Your Directors have great pleasure in presenting the 44^TH Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on 31^st March, 2024.

1. FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31^ST March, 2024 and for the previous year ended 31^ST March, 2023 are as follows:

(Amount in Rs.)

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	18,636,100	-
Other Income	5,017,195	9,662,077
Total Revenue	23,653,295	9,662,077
Total Expenses	23,005,980	13,078,010
Profit/Loss before Tax	445,849	(27,804,219)
Profit/ Loss for the year	445,849	(27,804,219)
Earnings Per Share	0.05	(2.84)
-Basic	0.05	(2.84)
-Diluted

2. PERFORMANCE HIGHLIGHTS

During the year under review, the Company has total operational Income of Rs. 18,636,100/- and the Company has earned profit of Rs. 445,849 during the year ended 31.3.2024.

The Companys focus shall continue to be on improving specialty and efforts particularly on embroidery business which would yield results in coming years. These actions would continue to enhance the pace of business and would contribute in long term growth.

3. SHARE CAPITAL

During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital.

4. DIVIDEND

The Board of Directors of the Company has not recommended any dividend during the year after reviewing Financial Statements of the Company.

5. RESERVE

The Company has not proposed any amount to be transferred to the General Reserve.

6. DEPOSITS

During the year under review, the company does not accept any deposits from the public as per Section 73 to 76 of the Companies Act, 2013.

7. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no significant changes was made in the nature of the company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the Year under review there were no material changes and commitments which affect the financial position of the Company. An ease of doing business can give an addon to the Company to create the sustainable growth and development.

9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

During the year under review, the Company does not have any Subsidiary, Associate and Joint Venture.

10. SECRETARIAL STANDARDS

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

11. KEY MANAGERIAL PERSONNEL

Ashish Khanna - Chief Financial Officer

Details of Company Secretary are as follows:

Ms. Sonia Vaid, Company Secretary of the Company had resigned dated on 30.05.2023 and Ms. Manisha Choudhary was appointed as Company Secretary of the Company who had resigned from its office - effective from dated 31^st March, 2024 and Ms. Ragini Maurya has been appointed as new Company Secretary & Compliance Officer of the Company effective from dated 29^th June, 2024.

12. DIVERSITY OF THE BOARD

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

13. DIRECTORS

The Board Comprises of 5 Directors, namely:-

Mr. Aditya Khanna	Managing Director
Mr. Ashish Khanna	Executive Director
Mrs. Gunja Singh	Women Independent Director
Mr. Vikas Grover	Non- Executive Director
Mr. Nakul Badopalia	Independent Director

All the Independent Directors of your Company have given declarations that they meet criteria of Independence as prescribed both under the Act and Securities and Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

CHANGE IN BOARD OF DIRECTORS DURING THE RELEVENT PERIOD:

i. Mr. Balwan, Independent Director of the Company has been resigned from the company dated on 26^th June, 2023.

ii. Mr. Nakul Badopalia has been appointed as the Independent Director of the Company dated on 10^th August, 2023.

14. MEETINGS OF INDEPENDENT DIRECTORS

The Companys Independent Directors meet at least once in every year without the presence of Non-Independent Directors and Management Personnel. Such meetings are conducted to enable Independent Directors to discuss matters pertaining to the

Companys affairs and put forth their views to the other Independent Directors.

Independent Directors take appropriate steps to present their views to the Board.

The Independent directors met two times during the financial year 2023-24 on 30^th May, 2023 and 10^th August, 2023.

15. MEETINGS OF THE BOARD:

The strength of Board of Directors as on March 31,2024 were 5 Directors. The Board comprises of two executive directors, one Non-Executive Director and two independent directors.

Date of Meetings	Board Strength	No. of Directors present
30th May, 2023	05	05
18th July, 2023	05	05
10th August, 2023	05	05
14th November, 2023	05	05
13th February, 2024	05	05

During Financial Year 2023-24, 5 Board Meeting has been conducted and the maximum time gap between any two meetings was not more than 120 days.

The composition of Board of Directors and attendance of Directors at the Board Meetings during the year and at the last Annual General Meeting and also number of other directorships, committee memberships and chairmanship held by them are given below:

Name of Directors	DIN	Details Category	Attendance
			Board Meeting	AGM
Mr. Aditya Khanna	01860038	M.D.	05	Yes
Mr. Ashish Khanna	01251582	E.D.	05	Yes
Mrs. Gunja Singh	08592621	I.D.	05	Yes
Mr. Nakul Badopalia	08589303	I.D.	02	Yes
Mr. Vikas Grover	07075918	N.E.D.	05	Yes

E.D. - Executive Director; I.D. - Independent Director; M.D Managing Director. NED- Non-Executive Director

16. STATUTORY AUDITORS

M/s. Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No. 009073N/ N500320) are the Statutory Auditors of the Company. They were appointed as the Statutory Auditors of the Company in the Annual General Meeting held in the year 2021 for a period of 3 years.

M/s Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No. 009073N/ N500320) shall hold the office till the conclusion of 44^th Annual General Meeting to be held in the year 2024.

17. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate section, forming part of the Annual Report as an Annexure-‘A

18. INTERNAL AUDITORS

M/s Narender Singh & Co. Chartered Accountants, (Firm Registration No. 030207N) are the Internal Auditors of the Company.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 of the companies Act 2013 Corporate Social Responsibility are not applicable for our company.

In pursuance of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, the above rules are not applicable to the company during the year as the company has not earned the adequate profit in this financial Year 2023-24.

20. SECRETARIAL AUDITORS

M/s. Choudhary Pankaj & Associates Company Secretaries in practice holding Membership No. 6642 and COP No. 5417, are the Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditors (Form MR-3) for Financial Year ended on 31^st March, 2024 is being annexed to the Report as per Annexure B.

21. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments cover under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

22. EXTRACTS OF ANNUAL RETURN

The extracts of the Annual Return as per section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 will be available on the Companys website www.rlfltd.com.

23. RELATED PARTY TRANSACTIONS

None of the transactions with any of related parties were in conflict with the Companys interest. Suitable disclosures as required by the Accounting Standard 18 (AS 18) issued by The Institute of Chartered Accountants of India (The ICAI) have been made in the notes to the Financial Statements.

All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 has been in compliance. Further the board of the company has given its approval to transaction with the related parties.

Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are provided under Annexure-‘C.

24. CORPORATE GOVERNANCE REPORT

In terms of SEBI (Listing Obligation and Disclosure requirements) 2015, The provisions of Regulation 17,18, 19,20,21,22,23,24,25,26, 27 and clause (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure requirements) 2015 are not applicable to the Company.

25. DEMATERIALISATION OF SHARES

The shares in the Company are under compulsory dematerialized trading. The Companys ISIN No. is INE629C01014. The number of shares dematerialized as on 31.03.2024 are as follows:

NSDL	5191140 Shares
CDSL	2163858 Shares

26. AUDIT COMMITTEE

The Committees composition and terms of reference meet with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations. Members of the Audit Committee possess financial/accounting expertise/exposure.

Brief description of terms of reference:

The role and the powers of the audit committee are as per the guidelines set out in the Listing Regulations. The Committee also act as a link between the auditors and the Board of Directors. The Committee meets the auditors periodically and reviews the quarterly/half-yearly and annual financial statements and discusses their findings and suggestions and seeks clarification thereon.

The audit committee met five times during the financial year 2023-24:

30^th May, 2023,

18^th July, 2023,

10^th August, 2023

14^th November, 2023

13^th February, 2024.

The attendance of meeting is given hereunder:

Name	Designation	No. of meeting(s) attended
Mr. Nakul Badopalia	Independent Director	4 Appointed on 10/08/2024
Mr. Ashish Khanna	Director & CFO	5
Ms. Gunja Singh	Independent Director	5
Mr. Balwan	Independent Director	1(Cessation on 26/06/2024)

27. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee constituted by the Board of Directors consists of 3 non-executive independent/non independent directors:

Brief description of terms of reference:

To formulate the criteria for determining qualifications, positive attributes and independence of a director, formulate the criteria for evaluation of Independent Directors and the Board and performance of every Directors of the Board and recommend to the Board, all remuneration, in whatever form, payable to Senior Management i.e. Chief Executive Officer, Managing Director, Whole time Director, Manager, Chief Financial Officer and Company Secretary.

The Nomination and Remuneration committee met Three times during the financial year 2023-24.

30^th May, 2023, 18^th July, 2023 10^th August, 2023

The attendance of meeting is given hereunder:

Name	Chairman/Member	No. of meeting(s) attended
Mrs. Gunja Singh	Chairman	3
Mr. Vikas Grover	Member	3
Mr. Nakul Badopalia	Member	1 (Appointment on 10/08/2024
Mr. Balwan	Member	1 (Cessation on 26/06/2024)

28. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee was constituted to comply with the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief description of terms of reference:

To approve issue of duplicate Share Certificate and to oversee and review all matters connected with transfer of Companys Securities and to resolve concerns/complaints/ grievances of the security holders including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

The Stakeholder Relationship committee met Three times during the financial year 2023-24.

30th May, 2023, 10th August, 2023, 13th February, 2024.

The attendance of meeting is given hereunder:

Name	Chairman/Member	No. of meeting(s) attended
Mr. Aditya Khanna	Chairman	3
Mrs. Gunja Singh	Member	3
Mr. Nakul Badopalia	Member	2(Appointment on 10/08/2024)
Mr. Balwan	Member	1 (Cessation on 26/06/2024)

29. SHARE TRANSFER/ TRANSMISSION COMMITTEE

The Share Transfer comprises of following members:

Mr. Aditya Khanna	Member
Mr. Ashish Khanna	Member
Mr. Gunja Singh	Member
Mr. Vikas Grover	Member

30. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation. In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out performance evaluation of the Board, its committees, and Individual Directors (including Independent Directors).

The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The report on performance evaluation of the Individual Director was reviewed by the Chairperson of the Board and feedback was given to Directors.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the Directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013, Regulation 22 of the Listing Obligation and Disclosure Requirements, 2015.

This Vigil Mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. It is affirmed that no personnel of the company have been denied access to the Audit Committee.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has less than ten number of employees therefore the company is not required to constitute/ re-constitute Internal Complaints Committee (ICC), however if any case recorded in that case the reporting shall be made with Local Complaint Committee.

During the year there was no any case was recorded by the company hence no complaint is outstanding or made as on 31.03.2024.

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS & OUTGO

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However, the management is aware of the importance of conservation of energy and also reviews from time to time the measures taken/ to be taken for reduction of consumption of energy.

During the year, your Company was running successfully its embroidery unit in Gurugram comprising 8 computerized, high quality embroidery machines purchased from Saurer, Switzerland. The Company sold out the less efficient machines and in the process of phasing out the less efficient machines in the coming years.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign exchange earned	Nil
Total Foreign exchange used	Nil

34. PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee is drawing remuneration in excess of the limits set out in the said rules are provided in the Act.

35. RISK MANAGEMENT POLICY

The Companys business is exposed to both external and internal risks. Your Company has incorporated processes and systems to proactively monitor, manage and mitigate these risks along with appropriate review mechanisms. The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately.

36. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal financial controls have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Audit

Committee reviews adequacy and effectiveness of Companys Internal Controls and monitors the implementations of audit recommendations.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ TRIBUNAL:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

38. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT:

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

39. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(i) In preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 March 31, 2024 and the profit of the company for that period;

(iii) The Directors have been 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 / detecting fraud and other irregularities;

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

(v) The Directors, in case of listed Company, have laid down internal financial controls to be followed by the company and that such financial controls are adequate and operating effectively.

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

40. Acknowledgement:

Your Directors wish to thank the collaborators, financial institutions, bankers, customers, suppliers, shareholders and employees for their continued support and co-operations.

		For and on behalf of the Board
		RLF Limited
Date: 30.08.2024	Sd/	Sd/
Place: Delhi	ASHISH KHANNA	ADITYA KHANNA
	DIRECTOR	MANAGING DIRECTOR
	DIN: 01251582	DIN: 01860038