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Company Information

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R M DRIP AND SPRINKLERS SYSTEMS LTD.

17 October 2025 | 12:00

Industry >> Micro Irrigation Systems

Select Another Company

ISIN No INE219Y01026 BSE Code / NSE Code 544456 / RMDRIP Book Value (Rs.) 3.20 Face Value 1.00
Bookclosure 26/09/2025 52Week High 81 EPS 0.96 P/E 72.18
Market Cap. 1732.61 Cr. 52Week Low 24 P/BV / Div Yield (%) 21.66 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors have pleasure in presenting 21st (Twenty-First) Annual Report together with Audited Financial
Statements and the Auditor's Report on financial statements of the Company for the financial year ended 31st March,
2025.

1. FINANCIAL HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31st March, 2025.

Particulars

Year Ended on 31st March, 2025
(Rs. In Lakhs)

Year Ended on 31st March, 2024
(Rs. in Lakhs)

Revenue from Operations

13034.21

5026.92

Other Income

66.15

314.69

Total Revenue

13100.36

5341.61

Less: Expenses

9886.72

4628.08

Profit Before Tax

3213.64

713.54

Less: Current Tax

(810)

(175.49)

Less: Deferred Tax Expenses/(Surplus)

0.43

2.99

Profit for the year

2392.63

541.03

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Key highlights pertaining to the business of the Company for the year 2024-2025 and period subsequent there to
have been given hereunder:

The total revenue of the Company during the financial year 2024-2025 was Rs. 13034.21 Lakhs against the total
revenue of Rs. 5026.92 Lakhs of previous financial year 2023-2024.

The total expenses of the Company during the financial year 2024-2025 was Rs. 9886.72 Lakhs against the expenses
of Rs. 4628.08 Lakhs of the previous financial year 2023-2024.

During the FY. 2024-2025, your Company has incurred a profit of Rs. 2392.63 Lakhs as compared to the profit of Rs.
541.03 Lakhs of the previous financial year 2023-2024.

3. DIVIDEND:

Your directors recommend dividend of Rs. 0.50/- per fully paid-up equity share of Rs. 10/- each per fully paid-up
equity share aggregating to Rs. 1,24,90,000/-.

4. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013, the Company has not proposed to transfer any
amount to general reserve account of the Company during the year under review.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company. The Company had been working efficiently during the
year. The Board of Directors report a satisfactory performance of the Company in terms of both financial and
operational performance.

6. FINANCE:

The Company continued to focus on operational improvement also keeping continuing focus on operational levels of
inventory, sound business performance, operating efficiencies in main segment of business and cost saving drive
across the organization, which has helped it to manage the cash flow from business operations.

Your Company has utilized the financial resources for the purpose for which same were availed and there is no
deviation in the same.

7. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time,
during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules,
2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in
notes of the standalone financial statements.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION
(1) OF SECTION 188 IN AOC- 2:

All contracts/arrangements/transactions that were entered by the Company during the financial year under review,
are done on Arm's length basis and in the ordinary course of business.

The disclosure of particulars of contracts/arrangements entered into by the Company with the Related Parties
referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is not applicable to the Company.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The provisions of section 125(2) of the companies act, 2013 are not applicable to the Company as the Company has
not declared any dividend and paid the same last year The Company does not have any dividend unpaid or unclaimed
for the period of seven years, thus there are no funds which are needed to be transferred to IEPF during the year under
review.

11. COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
BY THE AUDITORS IN THEIR REPORT:

S. No.

/ Title

Statutory Auditor remarks in the
Standalone audit report

Directors' comment on company secretary qualification or
observation or other remarks in secretarial audit report

1

Point (ii) of Annexure A of
Standalone audit report

The Board has noted the observation of the Secretarial Auditor
regarding submission of provisional data to the bank, except
for the month of March where unbilled revenue was reported.
The Company clarifies that such provisional reporting was
necessitated due to timing differences in receipt and
compilation of final financial information. The same has no
material impact on the accuracy of financial statements of the
Company. The management has already initiated steps to
ensure timely availability of finalised data for bank reporting
in future.

2

Point (vii) (a) & (b) of Annexure A of
Standalone audit report

The Board has noted the Auditor's remarks regarding certain
arrears relating to short deduction and payment of Income Tax
along with applicable interest/late fee for prior years and
specific financial years, as well as interest pertaining to the
Employee State Insurance Corporation. The management is in
the process of reconciling these amounts. In case of any
confirmed liability, the Company will duly discharge the same,
and where discrepancies are identified, necessary corrected
statements/returns will be filed with the authorities. The
Board assures that timely compliance measures are being
strengthened to prevent recurrence in future.

3

Point (vii) (a) & (b) of Annexure A of
Standalone audit report

The Board has taken note of the Auditor's observation
regarding disputed statutory dues under the Central Goods
and Services Tax Act, 2017 amounting to ^15.33 Lakhs for FY
2023-24, which is currently pending before the Commissioner
of Central (Appeals). The Company has filed an appeal against
the said demand, as it believes the levy is not tenable. The
managemen will take necessary steps in accordance with the
final decision of the appellate authority

S. No.

/ Title

Company secretary remarks in secretarial audit report

Directors' comment on company secretary
qualification or observation or other remarks
in secretarial audit report

1

Regulation 34(1)(a) - The listed entity shall submit to the
stock exchange and publish on its website- a copy of the
annual report sent to the shareholders along with the
notice of the annual general meeting on or before the
commencement of dispatch to its shareholders;

The notice along with annual report for the financial year
was approved by the Board on 06th September 2024 and
the same was dispatched to the shareholders on 07th
September 2024. The copy of the same was also
intimated to the stock exchange under the head “Notice
Of Shareholders Meetings” on 07th September
2024.Whereas the copy of the annual report was
submitted on the neaps.nseindia.com portal under the
head Periodic Compliance >Annual Report on 01-OCT-
2024.'

The notice along with annual report for the
financial year was approved by the Board on
06th September 2024 and the same was
dispatched to the shareholders on 07th
September 2024. The copy of the same was
also intimated to the stock exchange under
the head “Notice Of Shareholders Meetings”
on 07th September 2024.Whereas the copy of
the annual report was submitted on the
neaps.nseindia.com portal under the head
Periodic Compliance >Annual Report on 01-
OCT-2024.'

2

Pursuant to Regulation 30 read with Para A of Part A (19)
of Schedule III of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 Action(s) initiated or orders passed
by any regulatory, statutory, enforcement authority or
judicial body against the listed entity or its directors, key
managerial personnel, senior management, promoter or
subsidiary, in relation to the listed entity, in respect of
the following:

(a) search or seizure; or

(b) re-opening of accounts under section 130 of the
Companies Act, 2013; or

(c) investigation under the provisions of Chapter XIV of
the Companies Act, 2013;

SEBI had passed Settlement Order dated 05th November
2024 under Section 15JB read with Section 19 of the SEBI
Act, 1992 and in terms of Regulation 23 of the Settlement
Regulations to Nivrutti Pandurang Kedar (Promoter and
Managing Director).

The above intimation under Regulation 30 read with
Para A of Part A of Schedule III of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 could not
be filed inadvertently and it was unintentional oversight.
Further the same was filed on exchange on 24th March
2025.

SEBI had passed Settlement Order dated 05th
November 2024 under Section 15JB read
with Section 19 of the SEBI Act, 1992 and in
terms of Regulation 23 of the Settlement
Regulations to Nivrutti Pandurang Kedar
(Promoter and Managing Director).

The above intimation under Regulation 30
read with Para A of Part A of Schedule III of
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 could not
be filed inadvertently and it was
unintentional oversight. Further the same
was filed on exchange on 24th March 2025.

Apart from the above there are no qualification, reservation or adverse remark of the Statutory Auditors, Internal
Auditor & Secretarial Auditor, in their report for the Financial Year ended on 31st March, 2025.

The Observations made by the Statutory Auditors & Internal Auditor are self-explanatory and have been dealt with an
Independent Auditor's Report and its Annexure forming part of this Annual Report and hence do not require any
further clarification.

There has been no instance of fraud reported by the statutory auditors under Section 143(12) of the Companies Act,
2013.

12. REPORTING OF FRAUDS BY AUDITORS:

There has been no instance of fraud reported by the statutory auditors under Section 143(12) of the Companies Act,
2013.

13. MAINTENANCE OF COST RECORDS AS PER SUB SECTION (1) OF SECTION 148 OF THE ACT:

The provisions of section 148(1) of the Companies Act, 2013, for the maintenance of the cost records are not
applicable to the Company.

14. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO,
IN SUCH MANNER AS MAY BE PRESCRIBED:

i) Conservation of energy:

Your Company is using various low power devices, which help in conservation of energy.

ii) Technology absorption:

The Company is using latest technology and indigenization, which keeps on absorbing latest technology for the
betterment of society at large.

iii) Foreign exchange earnings and Outgo:

Foreign Exchange Outgo: Nil
Foreign Exchange Earnings: Nil.

15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises an optimum combination of executive, non-executive and independent directors.

A. Present composition of Board of Directors: As on the date of this report, Board of Directors of the Company
comprises of total five directors. The Composition of the Board of Directors as on date of this report is as under:

Sr. No.

Name of Directors

DIN

Designation

1

Mr. Nivrutti Pandurang Kedar

06980548

Managing Director & Chairman

2

Mr. Somnath Khanderao Date

09843323

Non-Executive Director

3

Mr. Hiren Makwana

10048026

Independent Director

4

Mrs. Kavita Pandare

09109027

Independent Director

5

Mr. Mayur Bhatt

08715614

Independent Director

6

Mr. Atharva Nivrutti Kedar

09713023

Non-Executive Non-Independent Director

B. Changes in Board of Directors & Key Managerial Personnel during the year under review:

During the year under review, there was a change in the Key Managerial Personnel of the Company. Mrs. Anita Vasant
Pagare, who served as the Company Secretary and Compliance Officer, resigned with effect from 20th September, 2024.
The Board placed on record its appreciation for their valuable contribution during their tenure. Subsequently, Ms.
Gracy Vijay Kale was appointed as the Company Secretary and Compliance Officer with effect from 21st September,
2024.

Further, during the year, the Board appointed Mr. Atharva Nivrutti Kedar as a Non-Executive Non-Independent
Director of the Company with effect from 12 th April, 2024.

C. Appointment of Directors retiring by Rotation: -

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, 2/3rd of the directors are
liable to retire by rotation, and if eligible offer themselves for reappointment. Accordingly: -

In the ensuing Annual General Meeting Mr. Nivrutti Pandurang Kedar (DIN: 06980548), director of the Company liable
to retire by rotation and being eligible offers himself for reappointment.

D. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their
respective field / profession and who can effectively contribute to the Company's business and policy decisions are
considered by the Board of Directors, for appointment, as an Independent Director on the Board. The Board of
Directors inter alia considers qualification, positive attributes, area of expertise and number of Directorship(s) and
Membership(s) held in various committees of other companies by such persons in accordance with the Company's
Policy for Selection of Directors and determining Directors' independence.

E. NUMBER OF BOARD MEETINGS:

During the year under review there were 13 (Thirteen) Board Meetings held. The Board of director meets at regular
intervals to discuss and decide on Company/business policy and strategy. The details of Board meeting held during
the year are as under:

Sr.

No.

Date of meeting

Total number of directors on the date
of meeting

No. of Directors
attended

% of
Attendance

01

12/04/2024

5

5

100%

02

30/05/2024

6

6

100%

03

29/06/2024

6

6

100%

04

27/07/2024

6

6

100%

05

11/08/2024

6

6

100%

06

06/09/2024

6

6

100%

07

21/09/2024

6

6

100%

08

14/11/2024

6

6

100%

09

14/12/2024

6

6

100%

10

10/02/2025

6

6

100%

12

06/03/2025

6

6

100%

13

18/03/2025

6

6

100%

During the year under review, Independent Directors Meeting was held on 19th February, 2025 to review the
performance of Non-Independent Directors and the overall performance of the Board of the Company.

16. CHANGES IN THE SHARE CAPITAL:

During the year under review, there was no change in the Authorized Share Capital of the Company. The Paid-up Share
Capital of the Company was increased from Rs. 15.07 crore to Rs. 24.98 crore.

17. SHARES:

Rights Issue:

The Company has not proposed any fresh Right Issue during the year under review.

Buyback of Shares:

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

Sweat Equity:

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

Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

Shares with Differential Rights:

The Company has not issued equity shares with differential voting rights during the period under review.

Preferential Issue:

There were no Preferential issues during the period under review.

18. COMMITTEES OF THE BOARD:

The Company being listed entity has formed Committees as required under the Companies Act, 2013. Accordingly, as
on 31st March, 2025 and presently the board has three (3) committees i.e. Audit Committee, Nomination and
Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below:

A. AUDIT COMMITTEE: -

Name

Designation

Attendance and position held at the Committee Meetings held on

25/05/2024

21/08/2024

07/10/2024

10/01/2025

Mr. Mayur Bhatt

Independent

Director

Yes

Yes

Yes

Yes

Member &
Chairman

Member &
Chairman

Member &
Chairman

Member &
Chairman

Mr. Hiren Makwana

Independent

Director

Yes

Yes

Yes

Yes

Member

Member

Member

Member

Mrs. Kavita Ashish
Pandare

Independent

Director

Yes

Yes

Yes

Yes

Member

Member

Member

Member

The term of reference of Audit Committee is as below:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal
of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report
in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for
approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditor's independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of nonpayment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards
against victimization of employees and directors who avail of the vigil mechanism and also provide for direct
access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations
of the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience & background,
etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors;

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEES: -

Name

Designation

04/04/2024

24/09/2024

Mr. Mayur Bhatt

Independent Director

Yes

Yes

Member & Chairman

Member & Chairman

Mr. Hiren Makwana

Independent Director

Yes

Yes

Member

Member

Mrs. Kavita Ashish Pandare

Independent Director

Yes

Yes

Member

Member

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy relating to the level and composition of remuneration of the directors,
key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance
benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Remuneration Policy of the Company is available on the website of the Company at the link
https://www.rmdrip.com/investors.html.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE: -

Name

Designation

Attendance at the Committee Meetings held on

27/05/2024

10/11/2024

Mr. Mayur Bhatt

Independent Director

Yes

Yes

Chairman & Member

Chairman & Member

Mr. Hiren Makwana

Independent Director

Yes

Yes

Member

Member

Mrs. Kavita Ashish
Pandare

Independent Director

Yes

Yes

Member

Member

Mr. Somnath Khanderao
Date

Non-Executive Non¬
Independent Director

Yes

Yes

Member

Member

Mr. Nivrutti Pandurang
Kedar

Chairman and Managing
Director

Yes

Yes

Member

Member

The term of reference of Stakeholders Relationship Committee is as below:

1. Efficient transfer of shares; including review of cases for refusal of transfer/ transmission of shares and
debentures;

2. Redressal of security holder's / investor's complaints Efficient transfer of shares; including review of cases for
refusal of transfer / transmission of shares and debentures;

3. Reviewing on a periodic basis the approval / refusal of transfer or transmission of shares, debentures or any other
securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

5. Allotment and listing of shares;

6. Reference to statutory and regulatory authorities regarding investor grievances; and

7. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

8. Any other power specifically assigned by the Board of Directors of the Company.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

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 as at
March 31, 2025;

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; and

e. 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.

f. 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.

20. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in
Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out
in the Notes to the Financial Statements.

21. DECLARATIONS BY THE INDEPENDENT DIRECTORS:

The Independent Directors have given their declarations under Section 149(6) and Section 149(7) of the Companies
Act, 2013 and the Rules made there under. The Independent Directors meet the criteria of the independence as
specified in Section 149 of the Act and Regulation 16(b) of the SEBI (Listing obligations and Disclosures
Requirements) Regulations, 2015.

22. STATUTORY AUDITORS:

M/s Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W), were appointed as the Statutory
Auditors of the Company for a period of five (5) consecutive years at the Annual General Meeting held on 30th
September, 2024. Accordingly, they hold office until the conclusion of the Annual General Meeting to be held in the
year 2029, subject to the provisions of the Companies Act, 2013.

The Statutory Auditors have confirmed their eligibility and that they continue to meet the criteria prescribed under
the Companies Act, 2013 and the rules made thereunder.

The Auditors' Report on the financial statements of the Company for the financial year ended 31st March, 2025, does
not contain any qualification, reservation, adverse remark, or disclaimer The observations of the Auditors, read
together with the Notes to Accounts, are self-explanatory and, therefore, do not call for any further comments.

During the year under review, the Statutory Auditors have not reported any instance of fraud to the Audit Committee
of the Company in terms of Section 143(12) of the Companies Act, 2013.

23. INTERNAL AUDITOR:

Pursuant to provisions of Section 138 of the Companies Act, 2013, M/s SHARPS & CO. Chartered Accountants, Nashik,
internal auditor has conducted the Internal Audit of the Company for F.Y. 2024-2025.

24. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

M/s. Nuren Lodaya & Associates, Company Secretary in Practice, Mumbai, was appointed to conduct the secretarial
audit of the Company for the financial year 2024-2025, pursuant to provisions of Section 204 of the Companies Act,
2013 along with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and other
applicable provisions of the Act.

The Secretarial Audit Report for the Financial Year ended 31st March 2025, is annexed herewith marked as ANNEXURE
II to this Report.

25. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act 2013 the copy of annual return is available on web link viz.
https://www.rmdrip.com/investors.html on the website of the Company.

26. CORPORATE GOVERNANCE:

Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate
Governance is not applicable to the Company as the Company is listed on the SME platform (NSE-emerge) of NSE.
Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has migrated from SME to
Main board with effect from 30th July, 2025 on NSE and has listed its shares on BSE Main board with effect from 30th

July, 2025 hence Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating
to Corporate Governance) will be applicable to the Company from the Current Financial year.

27. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
annexed as ANNEXURE III hereto and forms part of this Report.

28. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197(12) of the companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 a statement containing such details enclosed as per ANNEXURE
IV of the Board's Report.

29. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI (Listing obligations
and disclosures Requirements) Regulations, 2015 from Mr. Nivrutti Pandurang Kedar, Managing Director of the
Company. The same is enclosed as ANNEXURE V of the Board's Report.

30. DETAILS OF SUBSIDIARY/ JOINT VENTURE:

The Company was having a Subsidiary Company named Tuljai Agro Chemicals Private Limited as on 31st March. 2025.
The Consolidated Financial Statements of your Company form part of this Annual Report. Annual Report of your
Company does not contain the Financial Statements of its Subsidiary. The Audited Annual Accounts and related
information of the Company's Subsidiary will be made available upon request. As on the date of the Report the
Company does not have any subsidiary having sold its stake from its subsidiary entity. The Company has attached
AOC-1 as an ANNEXURE I to the Board Report.

31. FORMAL ANNUAL EVALUATION:

The evaluation/assessment of the Directors/KMPs and the senior officials of the Company is to be conducted on an
annual basis to satisfy the requirements of the Companies Act, 2013. The Company has devised a policy for
performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes
criteria for performance evaluation of the Board as a whole.

The Company's Nomination and Remuneration committee has set up formal mechanism to evaluate the performance
of board of directors as well as that of its committees and individual directors, including chairman of the board, key
managerial personnel / senior management etc.

The evaluation exercise is being carried out through an evaluation process covering aspects such as composition of
the board, experience, competencies and governing issues etc.

32. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:

Remuneration Policy which includes the Director's Appointment and Remuneration and criteria for determining
qualifications, positive attributes, independence of the Directors and other matters are made available on the website
of the Company at the link
https://www.rmdrip.com/investors.html

33. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring
mechanism which enables the organization to maintain the same standards of the control systems and help them in
managing defaults, if any, on timely basis because of strong reporting mechanisms and review process of the
management and independently by the Internal Auditors. In our view, the Internal Financial Controls, affecting the
Financial Statements are adequate and are operating effectively.

34. INSURANCE:

All the properties and insurable interest of the Company to the extant required are adequately insured.

35. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the provisions of Section 135 of the Companies Act, 2013 became applicable to your
Company. Accordingly, the Company was required to spend an amount of Rs. 4.45 lakhs towards Corporate Social
Responsibility (CSR) activities for the financial year ended 31st March, 2025. The Company is yet to spend the amount
in specified fund as per the Schedule VII of the Companies Act.

The Company has framed a CSR Policy in compliance with the requirements of the Companies Act, 2013, outlining the
guiding principles for selection, implementation, and monitoring of CSR activities as per ANNEXURE VI.

36. RISKS MANAGEMENT POLICY:

The Company has well laid out risk management policy, which periodically assess the threats and opportunities that
will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk
into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant
parameters for protection of environment, safety of operations and health of people at work are monitored regularly.
The Risk Management Policy of the Company is available on the website of the Company at the link
https://www.rmdrip.com/investors.html

37. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy
requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental
regulations and preservation of natural resources.

38. VIGIL MACHANISM/ WHISTLE BLOWER:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting
illegal or unethical behaviour. The Company has a vigil mechanism policy wherein the Directors and employees are
free to report violations of law, rules and regulations or unethical conduct, actual or suspected fraud to their
immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such
other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they
are not subjected to any discriminatory practice.

The Vigil Mechanism Policy of the Company is available on the website of the Company at the
www.rmdrip.com/investors.html

39. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the Securities
& Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the
Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the
shares of the Company as well as consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's Shares.

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

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going
concern status of the Company and its future operations.

41. DETAILS OF PAYMENT OF COMMISSION FROM SUBSIDIARIES IN TERMS OF SECTION 197(14) OF THE
COMPANIES ACT, 2013:

The Company has not paid any commission from its Subsidiary Company and hence this point is not applicable.

42. DETAILED REASONS FOR REVISION OF FINANCIAL STATEMENTS AND REPORT OF THE BOARD IN TERMS OF
SECTION 131(1) OF THE COMPANIES ACT, 2013:

The Company was not required to revise its financial statements or report of the B oard during the financial year under
review and hence this point is not applicable.

43. 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:

There was no instance of onetime settlement with any Bank or Financial Institution.

44. 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:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

45. HUMAN RESOURCES DEVELOPMENT:

Your Company recognizes it's Human Resources as the most valuable and critical assets. This attitude is reflected in
the work environment and the culture promoted by your Company. Your Company believes in recruiting only highly
competent, enterprising employees and providing them the liberty to pursue newer avenues that advance their
professional growth in line with the advancement of your Company.

The team comprises of collectively exhaustive yet mutually exclusive, highly motivated individuals. Your Company, in
addition to milestone-based appraisals, regularly hosts off-site outings and pushes various team members to attend
training workshops and seminars for professional development. Owing to some focused and well executed HR
management, your Company has been able to achieve some of the lowest churn levels in the industry and has also
successfully streamlined internal HR policies and processes.

46. LISTING:

The Equity Shares of the Company were listed on the National Stock Exchange of India under the NSE SME Emerge
Platform with effect from October 4, 2017. The Company has migrated from the NSE SME Emerge Platform to the Main
Board of the National Stock Exchange of India with effect from July 30, 2025, and the Equity Shares of the Company
are also listed on BSE with effect from July 30, 2025. The Annual Listing Fees for the Financial Year 2024-2025 have
been duly paid to the concerned Stock Exchanges.

47. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards
issued by Institute of Company Secretaries of India. The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
such systems are adequate and operating effectively.

48. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESAL) ACT, 2013:

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition
& Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women
employee at the workplace and made the necessary policies for safe and secure environment for women employee.

The Company policy against Sexual Harassment of woman at workplace is available on the website of the Company at
the Link
https://www.rmdrip.com/investors.html.

The Annual Report on Sexual Harassment Policy for the period 1st April, 2024 to 31st March, 2025 is as under:
Complaints Status for the period 01/04/2024 To 31/03/2025
Total Complaints Received 0

Total Resolved Complaints 0

Total Pending Complaints 0

Total Complaints Withdrawn 0

49. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Company has migrated from the NSE SME Emerge Platform to the Main Board of the National Stock Exchange of
India with effect from July 30, 2025, and the Equity Shares of the Company are also listed on BSE with effect from July
30, 2025.

50. OTHER INFORMATION:

During the period under review, the Company has transitioned from Accounting Standards (AS) to Indian Accounting
Standards (IND-AS) in compliance with the applicable regulatory framework.

51. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication
shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to
the successful management of the Company's affairs. The Directors also take this opportunity to thank all the
stakeholders, Investors, Clients, Banks, Central & State Governments, Customers, Suppliers, Advisors, Consultants,
Regulatory Authorities and Stock Exchange for their continued support.

For and behalf of R M Drip and Sprinklers Systems Limited

Sd/- Sd/-

Nivrutti Pandurang Kedar Somnath Khanderao Date

Chairman and Managing Director Director

DIN 06980548 DIN 09843323

Place: Nashik

Date: 22nd August, 2025