To,

The Members

Your directors are pleased to present the 44th Annual Report of Neelkanth Limited ("the Company") together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2024.

The financial highlights for the financial year ended 31st March, 2024 is summarized below:

(Rs. In Lakh)

The financial statements for the financial year ended 31st March, 2024 have been prepared as per the Indian Accounting Standards (Ind-AS).

During the financial year under review, the Company achieved total revenue of Rs.576.32 Lakh as against Rs.319.11 Lakh in the previous financial year and net Profit after tax was Rs.29.39 Lakh as against profit of Rs.9.02 Lakh in the previous financial year.

The Company is primarily engaged in the activities of trading of commodities which primarily includes trading of rice. The Company is exploring new business opportunities in the field real estate and construction business and has invested significant amount in real estate business.

Pursuant to the resolution passed by the Board of Directors and the members and upon receipt of fresh certificate of incorporation from Registrar of Companies, Mumbai, name of R. T. Exports Limited is changed to Neelkanth Limited w.e.f. August 18,2023.

Memorandum of Association and Article of Association of the Company were altered consequent upon change in name of the Company.

The Company does not have any subsidiary, joint venture or associate company.

During the financial year under review, the Company did not transfer any amount to general reserve.

To conserve the resources for future requirements, your directors do not recommend any dividend for the financial year 2023-24.

During the financial year under review, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company.

As on 31st March 2024, the paid-up share capital of the Company was Rs.4,35,90,000/- i.e. 43,59,000 Equity shares of Rs. 10/- each.

During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights, Sweat Equity Shares and has not granted any stock options. The Company has not bought back any of its securities during the financial year under review. Further, company's shares are listed on BSE Ltd.

There was no material changes and commitments which could affect the Company's financial position between the end of the financial year of the Company and date of this report.

Considering the nature of business activities of the Company, your directors have nothing to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the financial year under review.

Your directors to the best of our knowledge and belief and according to the information and explanations obtained by them, make the following statement in terms of section 134(3)(c) read with Section 134(5) of the Companies Act. 2013 ("Act") that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2024 and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) they have prepared the annual accounts on a 'going concern' basis;

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

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The information as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure-I forming part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Managing Director of the Company and the same will be furnished on request.

As required under Section 92(3) read with Section 134(3)(a) of the Act, the copy of Annual Return as on 31st March, 2024 will be placed on the website of the Company and can be accessed at www.rtexports.com.

During the financial year under review, the Company has not accepted or renewed any deposits from the public within the meaning of Sections 73 and 76 of the Companies Act, 2013 ("Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

The details of loans advanced, guarantees given and investments made which are covered under Section 186 of the Act, have been disclosed in the Financial Statements at appropriate places.

In compliance with the provisions of Section 177 of the Act, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company's operations, business performance or reputation. The Policy and the Code has been posted on the website of the Company viz.www.rtexports.com.

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward trade-off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Pursuant to the provisions of Section 178 of the Act, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy (the Policy). The Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a framework in relation to remuneration of the aforesaid persons. The Nomination and Remuneration Policy has been posted on the website of the Company viz www .rtexpo rts.com.

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

The Company has constituted an Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the financial year under review.

The Board meets at regular intervals to discuss and decide on Company's business policies and strategy apart from other business of the Board. The notice of Board meetings is given well in advance to all the directors of the Company. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meetings. In case of any business exigencies, meetings are called and convened at shorter notice, or the resolutions are passed through circulation and later placed in the next Board / Committee meetings. The agenda for the Board / Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors / members to take informed decision.

During the financial year 2023-2024, the Board held eight (8) meetings on 5th May, 2023, 20th May, 2023, 25th May, 2023, 7th July, 2023, 10th August, 2023, 23rd August, 2023, 8th November, 2023 and 8th February, 2024.

Presently, the Board has three Committees viz. the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee.

The Composition of the committees and compliances as per the applicable provisions of the Act are as follows:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act. The members of the Committee possess sound knowledge of accounts, audit, finance, taxation, internal controls etc.

As on 31st March, 2024, the Audit Committee comprised of 3 members viz. Mr. Manohar Kumar, Independent Director (Chairman), Mr. Bhavik R. Bhimjyani, Chairman and Managing Director (Member) and Mr. Yogesh Thakkar, Independent Director (Member) The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee. During the financial year 20232024, the Audit Committee held five (5) meetings on 20th May, 2023, 7th July, 2023, 10th August, 2023, 8th November, 2023 and 8th February, 2024.

The Board has accepted all recommendations made by the Audit Committee during the financial year under review.

Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the Act.

As on 31st March, 2024, the Nomination and Remuneration Committee comprised of 3 members viz. Mr. Manohar Kumar, Independent Director (Chairman), Mr. Bhavik R. Bhimjyani Chairman and Managing Director, (Member)and Mr. Yogesh Thakkar Independent Director, (Member). During the financial year 2023-2024, the Nomination and Remuneration Committee held two (2) meetings on 7th July, 2023 and 23rd August, 2023.

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.

The Stakeholders' Relationship Committee is duly constituted in accordance with the provisions of Section 178 of the Act. Stakeholders' relations have been cordial during the financial year. The Committee deals with the issues relating to investors. There were no investor grievances pending as on March 31, 2024, and a confirmation to this effect has been received from the Company's Registrar and Share Transfer Agent.

As on March 31, 2024, the Stakeholders' Relationship Committee comprised of 3 members viz. Mr. Yogesh Thakkar, Mr. Bhavik R. Bhimjyani and Mr. Manohar Kumar. During the financial year 2023-2024, the Stakeholders' Relationship Committee held one (1) meeting on 8th February, 2024.

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Stakeholders' Relationship Committee.

As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on February 8th, 2024 without the presence of NonIndependent Directors and members of the management to consider the following:

(i) performance of Non-Independent Directors and the Board as a whole; and

(ii) assessing the quality, quantity, and timeliness of flow of information between the Company management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of flow of information between the Company management and the Board.

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation and Disclosure Requirements Regulation, 2015 ("Listing Regulations") for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors.

The Board has devised questionnaire to evaluate the performance of the Board, Board Committees and individual Directors. The Chairman of respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

(i) Attendance at Board and Committee Meetings;

(ii) Quality of contribution to the deliberations;

(iii) Strategic perspectives or inputs regarding future growth of the Company and its performance; and

(iv) Providing perspectives and feedback going beyond information provided by the management.

In a separate meeting of Independent Directors, considering the views of executive directors and non- executive Director, performance of non-independent directors and the Board as a whole was evaluated.

During the financial year under review, the Company had no transaction with its related party falling under provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

As on March 31, 2024, your Board consisted of 4 members. Besides Managing Director, the Board comprised of one Non-Executive non-promoter Woman Director and two Non-Executive Independent Directors. There are no changes in the Board of Directors of the Company during the year under review.

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Asha Y. Dawda (DIN: 06897196), Director of the Company retires by rotation at the ensuing 44th Annual General Meeting ("AGM") and being eligible, has offered herself for re-appointment and your Board recommends her reappointment

Ms. Vrushali Darji resigned from the post of Company Secretary of the Company w.e.f. May 25, 2023.

To fill vacancy occurred upon resignation of Ms. Vrushali Darji, previous Company Secretary and Compliance Officer of the Company and pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) the Board of Directors of the Company appointed Mr. Bhavesh Pandya , a Fellow Member of the Institute of Company Secretaries of India, having Membership No. FCS: F7882 as Company Secretary and Compliance Officer of the Company w.e.f. August 23, 2023.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2024 were as follows:

Mrs. Vrushali Darji, Company Secretary & Compliance Officer - Resigned from service of the Company with effect from 25th May 2023

Mr. Bhavesh Pandya, appointed as Company Secretary and Compliance Officer of the Company with effect from August 23, 2023

Apart from the above, no other Director or KMP were appointed or retired or resigned during the financial year ended 31st March, 2024.

The Company has received necessary declaration from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, both the Independent Directors are persons of integrity and possesses relevant expertise and experience and are independent of the management.

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 42nd Annual General Meeting held on 10th September, 2022, re-appointed M/s. Pathak H.D & Associates LLP, Chartered Accountants, (Firm Registration No.107783W), as Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold office till the conclusion of the 47th Annual General Meeting to be held for the financial year ending 31st March, 2027.

M/s. Pathak H.D & Associates LLP, Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

The Auditors Report for the financial year ended 31st March, 2024 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act. The observations made by the Statutory Auditors read with the relevant notes on accounts is self-explanatory

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Feni Shah & Associates, Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the financial year 2023-24.

The secretarial auditor's report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure II.

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed Mr. Jayesh S. Vora, Chartered Accountants, Mumbai as Internal Auditor of the Company for the financial years 2022-23 and 2023-24. The management undertakes corrective actions in their respective areas and thereby strengthens the controls.

Mr. Jayesh Vora, Chartered Accountants, Mumbai who is Internal Auditor have carried out internal audit for the FY 2023-24. Reports were reviewed by the Audit Committee.

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read with Section 134(3) of the Act, were not applicable to the Company during the financial year under review.

As per the provisions of Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply to a listed entity having paid up equity share capital not exceeding Rupees Ten Crore and Net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year.

As on the last day of the previous financial year, the paid up equity share capital and Net worth of the Company were below the threshold limits as stated above, therefore, the Corporate Governance provisions are not applicable to the Company presently. Accordingly, the Report on Corporate Governance and certificate regarding compliance of conditions of Corporate Governance are not provided in the Annual Report. However, the Company continues adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, the Management Discussion and Analysis report is attached separately which forms part of this report.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

There were no unpaid or unclaimed dividends, which was required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government during the financial year under review.

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act. read with rules made thereunder.

During the financial year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social Responsibility were not applicable to the Company.

The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account / Suspense Escrow account arising out of public / bonus / rights issue / expiration of period of 120 days from date of issuance of 'Letter of Confirmation' by the RTA in terms of SEBI Circular No. SEBI/LAD- NRO/GN/2022/66 dated 24th January, 2022 read with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated 25th January, 2022 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; sub- division / splitting of securities certificate; consolidation of securities certificates / folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense account and other related matters are not required.

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the financial year under review.

During the year under review, there were no significant and material orders passed by the Regulators or Courts or T ribunals that could impact the going concern status of the Company and its future operations.

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

Yours directors place on record their appreciation for the support and co-operation extended to the Company by Banks, Government authorities, Customers during the financial year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.

508, Dalamal House, J. B. Road, Nariman Point, Mumbai - 400 021, Maharashtra, India.

CIN: L68100MH1980PLC022582 Email: headoffice@rtexports.com Website: www.rtexports.com