Raw Edge Industrial Solutions Ltd

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06-08-2025 | 11:39 am

Date: 06/08/2025

To,

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai-400001

Script ID/Code/ISIN : RAWEDGE / 541634 / INE960Z01014

Subject : Annual Report for the financial year 2024-2025

Reference No. : Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015

Dear Sir/Madam,

We wish to inform that pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, we enclose herewith Annual Report of the Company for the financial

year 2024-25 and is also available on the website of the Company at https://rawedge.in/.

Kindly take the above information on record and oblige.

Thanking you.

Yours Faithfully,

For Raw Edge Industrial Solutions Limited

Shaharyar Saiyad

Company Secretary & Compliance Officer

ACS No.: 73857

Encl.: Annual Report for the financial year 2024-2025

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STATUTORY REPORTS

Notice

Directors’ Report

Report on Corporate Governance

Management Discussion and Analysis

Secretarial Audit Report

FINANCIAL STATEMENT

Independent Auditor’s Report on financial Statement

Balance Sheet

Statement of Profit & Loss Account

Cash Flow Statements

CONTENTS PAGE

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CHAIRMAN’S MESSAGE

Dear Stakeholders,

It is with great pride and renewed optimism that I present the Annual Report of Raw Edge Industrial Solutions

Limited for the financial year 2024–25. This year has been a defining period in our journey — one that

demanded agility, discipline, and steadfast commitment to our long-term vision.

The global business environment continued to experience volatility, with persistent inflationary trends and

shifting geopolitical realities impacting demand and operational dynamics across industries. In the Indian

context, while macroeconomic indicators remained stable, sectors like ours experienced cyclical challenges,

including price pressures and uneven market recovery. Despite these external headwinds, we have remained

anchored in our core values and continued our strategic efforts to consolidate, stabilize, and grow.

At Raw Edge, we continued to uphold our commitment to quality, innovation, and customer-centricity. Our

fully integrated infrastructure — from grinding to large-scale Hydrated Lime manufacturing — remains our

core strength. This has enabled us to consistently meet market expectations on scale, consistency, and

competitive pricing, even in a demanding economic climate.

One of the most enduring takeaways from this year is the exemplary resilience demonstrated by our team. Their

dedication, adaptability, and passion for excellence have laid the foundation for a stronger and more agile

organization. We have taken deliberate steps to optimize our cost structure, improve process efficiencies, and

realign our product mix with emerging industry demands.

As we move forward, we are also laying down the groundwork for diversification and value addition. Our

recent focus on digitization, systems improvement, and process automation marks our commitment to remain

future-ready and operationally lean. We believe that the strength of our vision, backed by robust execution and

stakeholder trust, will drive sustained value creation in the years ahead.

Financially, while FY 2024–25 remained a year of course correction and consolidation, our efforts have begun

to show encouraging signs of revival. Your Company recorded a total revenue of ₹4,482.96 Lacs in the

financial year 2024-25, compared to ₹4,499.38 Lacs in the financial year 2023-24. The Company has incurred a

net loss of ₹103.91 Lacs in the current year, as compared to a net loss of ₹58.57 Lacs in the financial year 2023-

24. However, the increase in the net loss is primarily attributed to deferred tax adjustments. It is noteworthy that

the loss before tax has substantially decreased from ₹75.41 Lacs in the financial year 2023-24 to ₹34.84 Lacs in

the financial year 2024-25. We continue to take prudent decisions and remain cautiously optimistic about an

improved performance in the forthcoming fiscal.

I take this opportunity to express heartfelt gratitude to our shareholders, government authorities, bankers,

merchant bankers, registrars, vendors, and customers. Your unwavering support gives us the strength and

motivation to rise above challenges and chart new paths to success.

Together, we shall continue to navigate the evolving landscape with purpose and confidence, aiming to build a

stronger, more resilient Raw Edge.

Very Sincerely,

Sd/-

Mr. Bimal Bansal

Chairman & Managing Director

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PROMOTER DIRECTORS

Mr. Bimalkumar Rajkumar Bansal

Managing Director

Mr. Bimalkumar Rajkumar Bansal is a graduate from

Kurukshetra University, Haryana. He is the promoter and

Managing Director of Raw Edge and has a vast experience of

more than 36 years in the fields of Textile, Chemicals, Minerals

and related businesses.

He has been awarded “Highest Exporter of the year”, in the

relevant category by the then Honourable President of India Mr.

K.R. Narayanan.

He is a dynamic entrepreneur and under his leadership, the

Company commenced its transformational journey in achieving

business excellence. He is a visionary and is involved in

strategizing future direction of the company. As a mentor he

provides leadership and inspiration at all levels of the

organization, and support and assist executives in their learning

on how to drive a successful organization

Mr. Siddharth Bimal Bansal

Director

Mr. Siddharth Bimal Bansal, aged 40 years, is an IIT-Delhi

alumnus, having earned his B. Tech. in Engineering Physics

from the institute. He also holds PGDM degree from IIM-

Lucknow, one of the premier management institutes in India.

He is one of the promoter director of Raw Edge and also serves

as Executive Director in Magicrete Building Solutions Pvt. Ltd.

(backed by Motilal Oswal Private Equity).

Early in his career, he worked as a consultant at Mckinsey &

Company, a leading strategy consulting company in the world

and also a leading mid-market private equity fund.

He has been awarded Tata Business Leadership Award (TBLA)

by the Late Shri Ratan Tata, erstwhile Chairman of Tata sons.

He was also nominated for O.P. Jindal scholarship in IIM

Lucknow for outstanding academic performance.

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CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Bimalkumar Rajkumar Bansal

Mr. Prashant Suresh Agarwal

Mr. Siddharth Bimal Bansal

Mr. Pradeepkumar Rameshkumar Goyal

Mr. Saurabh Kamalkishore Agarwal

Mrs. Rachana Agarwal

Managing Director & Chairman

Executive Director & CFO

Non-Executive Director

Non-Executive Independent Director

Non-Executive Independent Woman Director

STATUTORY AUDITORS

M/s Pradeep K. Singhi & Associates

(Chartered Accountant)

A-601, President Plaza, RTO Circle,

Ring Road, Nanpura, Surat 395 001

Ph: 0261-2474714,2474954

E-mail: support@pradeepsinghi.com

AUDIT COMMITTEE

Mr. Pradeepkumar Rameshkumar Goyal

Mrs. Rachana Agarwal

Mr. Bimalkumar Rajkumar Bansal

Chairman

Member

BANKER TO THE COMPANY

Axis Bank Limited

CCSU Department, Digvijay Towers,

Ghod Dod Road, Surat - 395007

Tel No.: 0261-4082345 / 4082300

Email: ccsu.surat@axisbank.com

NOMINATION & REMUNERATION

COMMITTEE

Mr. Pradeepkumar Rameshkumar Goyal

Mrs. Rachana Agarwal

Mr. Saurabh Kamalkishore Agarwal

Chairman

Member

REGISTERED OFFICE

CIN: L46201MH2005PLC240892

B1-401, B Wing, Boomerang, Chandivali Farm

Road, Andheri East, Mumbai-400072, Maharashtra

Tel: 91-97243 06856

Email: info@rawedge.in

Website: www.rawedge.in

STAKEHOLDERS,

SHAREHOLDERS & INVESTORS

GRIEVANCE COMMITTEE

Mr. Pradeepkumar Rameshkumar Goyal

Mrs. Rachana Agarwal

Mr. Bimalkumar Rajkumar Bansal

Chairman

Member

Script Code: 541634

ISIN: INE960Z01014

COMPANY SECRETARY / COMPLIANCE

OFFICER

Mr. Shaharyar Saiyad

REGISTRAR & SHARE TRANSFER AGENT

M/s Bigshare Services Private Limited

Office No S6-2, 6th Floor, Pinnacle Business Park,

Next to Ahura Centre, Mahakali Caves Road,

Andheri (East), Mumbai-400093, Maharashtra

Tel.: +91-022-62638200

Email: info@bigshareonline.com

Website: www.bigshareonline.com

TWENTY FIRST ANNUAL GENERAL MEETING

Date: Friday, 29th August, 2025

Time: 04.00 P.M.

Venue: Through Video Conferencing (VC) or Other

Audio-Visual Means (OAVM)

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NOTICE OF 21st ANNUAL GENERAL MEETING

Notice is hereby given that the 21st Annual General Meeting of the Members of Raw Edge Industrial

Solutions Limited will be held on Friday, 29th August, 2025 at 04:00 P.M. through Video Conferencing

(VC) or Other Audio-Visual Means (OAVM) to transact the following businesses:

ORDINARY BUSINESS:

1.Adoption of Financial Statements:

To consider and adopt the Audited Balance Sheet as at 31st March, 2025 and Profit & Loss Account

for the year ended on that date together with the report of the Board of Directors & Auditors’ thereon

and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT the Audited Balance Sheet, Profit and loss account and Cash Flow Statement

together with notes forming part of the accounts for the year ended 31st March, 2025 along with the

Auditors report and Director’s Report, be and are hereby considered, adopted and approved”

2.To appoint a director in place of Mr. Siddharth Bimal Bansal, Non-Executive Director (DIN:

01553023) liable to retire by rotation:

To appoint a Director in place of Mr. Siddharth Bimal Bansal, Non-Executive Director (DIN:

01553023), liable to retire by rotation in terms of section 152(6) of the Companies Act, 2013 and

being eligible, seeks re-appointment and if thought fit, to pass, with or without modification(s), the

following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provision of Section 152 (6) and all other applicable

provisions, if any, of the Companies Act, 2013, Mr. Siddharth Bimal Bansal, Non-Executive

Director (DIN: 01553023), who retires by rotation at this annual general meeting, be and is hereby

reappointed as non-executive director of the company, liable to retire by rotation.”

SPECIAL BUSINESS:

3.Approve appointment of Mr. Ranjit Binod Kejriwal as a Secretarial Auditor of the Company:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as

an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read

with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014,

and Regulation 24A(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (including any statutory modification(s), amendment(s), variation(s) or re-enactment thereof

for the time being in force), Mr. Ranjit Binod Kejriwal, Company Secretary in Practice, Surat (FCS

6116; CP No. 5985), and a Peer Reviewed Company Secretary, be and is hereby appointed as the

Secretarial Auditor of the Company, for performing audit of the Company’s secretarial records for

the financial year beginning from 01st April, 2025, for a period of one term of five consecutive years,

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that will conclude on 31st March, 2030, at such remuneration plus applicable taxes thereon and such

increase in audit fees till the conclusion of their term, plus reimbursement of actual out of pocket

and travelling expenses, as recommended by the Audit Committee and as may be mutually agreed

between the Board of Directors of the Company and the Secretarial Auditor.

RESOLVED FURTHER THAT any one Director and/or Company Secretary of the Company be

and are hereby severally authorised to do all the acts, deeds, matters and things as they may in their

absolute discretion deem necessary, proper or desirable and to sign and execute all necessary

documents, applications, returns, e-forms and writings as may be necessary, proper, desirable or

expedient to give effect to this resolution.”

4.Approval of Remuneration of Mr. Bimalkumar Rajkumar Bansal (DIN: 00029307), Managing

Director of the Company, for the remaining tenure from 14th February, 2026 to 13th February,

2028:

To consider and if thought fit, to pass, with or without modification (s), the following resolution as a

Special Resolution:

“RESOLVED THAT in continuation of the earlier resolution passed by the Members at the 18th

AGM held on 16th September, 2022 approving the re-appointment of Mr. Bimalkumar Rajkumar

Bansal (DIN: 00029307) as the Managing Director of the Company for a term of 5 years from 14th

February, 2023 to 13th February, 2028, and pursuant to the provisions of Sections 196, 197 read with

Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory

modification(s) or re-enactment(s) thereof for the time being in force), and subject to such approvals,

consents, or permissions as may be necessary, pursuant to recommendation of the Nomination and

Remuneration Committee and the Board of Directors of the Company, the Members be and hereby

approve the continuation and payment of the existing remuneration to Mr. Bimalkumar Rajkumar

Bansal, Managing Director for the remaining period of his tenure i.e., from 14th February, 2026 to

13th February 2028, on the same terms and conditions as approved earlier, as set out in the

Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the remuneration payable to Mr. Bimalkumar Rajkumar Bansal,

Managing Director, shall be as under:

Remuneration: Rs. 2,00,000/‐ (Rupees Two Lakhs Only) per month inclusive of all perquisite.

RESOLVED FURTHER THAT the consent of the Members of the Company be and is hereby

accorded that Mr. Bimalkumar Rajkumar Bansal, Managing Director of the Company be paid

remuneration by way of salary upto a maximum of Rs. 2,00,000/‐ (Rupees Two Lakhs only) per

month as minimum remuneration for the remaining period of his tenure w.e.f. 14th February, 2026.

RESOLVED FURTHER THAT in case of inadequate profit or no profit, the aforesaid remuneration

shall be minimum remuneration payable under Schedule V.

RESOLVED FURTHER THAT the above remuneration shall be subject to modification, as may

be deemed fit by the Board from time to time and subject to the limits and stipulations prescribed by

the Companies Act, 2013 read with Schedule V thereto, and/or any guidelines prescribed by the

Government from time to time.

RESOLVED FURTHER THAT the Board of Directors or a duly constituted Committee or any

Director of the Company be and is hereby authorised to take all such steps as may be necessary,

proper or expedient to give effect to this resolution.”

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5. Approval of waiver for recovery of excess remuneration paid to Mr. Prashant Suresh Agarwal

(DIN: 10394966), Executive Director and Chief Financial Officer(CFO) of the Company for the

Financial Year 2024-25:

To consider and if thought fit pass with or without modification(s) the following resolution as a

Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 197(10) of the Companies Act, 2013

read with Schedule V and other applicable provisions, if any of the Companies Act, 2013 (“the Act”)

and the Rules made thereunder, including any statutory modification thereof and pursuant to the

recommendation of the Nomination and Remuneration Committee and the Board of Directors of the

Company, consent of the Members of the Company be and is hereby accorded to ratify and waive

recovery of excess remuneration of 8,44,769/- (Rupees Eight Lakhs Forty-Four Thousand Seven

Hundred Sixty-Nine Only), paid to Mr. Prashant Suresh Agarwal in the capacity of Chief Financial

Officer(CFO) of the Company for the Financial Year 2024-25, which was in excess of the limits

prescribed under Section 197(1) of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby

authorized to do all such acts, deeds, matters, and things as may be considered necessary or desirable

to give effect to this resolution in this regard.”

6. Consider and approve the change in designation of Mr. Prashant Suresh Agarwal (DIN:

10394966), from "Executive Director and Chief Financial Officer(CFO)" to "Whole-time

Director and Chief Financial Officer(CFO)" of the Company and increase remuneration

thereof:

To consider and if thought fit pass with or without modification(s) the following resolution as a

Special Resolution:

“RESOLVED THAT in partial modification of resolution passed by the members of the company

through Extra-Ordinary General Meeting held on 29th December , 2023 and pursuant to the provisions

of Sections 196, 197, 198, 203 read with Schedule V and all other applicable provisions, if any, of

the Companies Act, 2013, (“Act”), read with Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s)

thereof, for time being in force) in context of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) and

Articles of Association of the company, and subject to such other consent(s)/approval(s) as may be

required, and in pursuance to recommendation of nomination and remuneration committee and

approval of board of directors of the company, the consent of the members of the company be and is

hereby accorded for change in designation of Mr. Prashant Suresh Agarwal (DIN: 10394966), from

"Executive Director and Chief Financial Officer(CFO)" to “Whole-time Director and Chief Financial

Officer(CFO)”, liable to retire by rotation with effect from 01st August, 2025, for the remaining period

of his tenure of directorship i.e. upto 27th November, 2028 on such terms and conditions as set out in

the Explanatory Statement annexed hereto, with liberty to the Board of Directors to vary, amend or

revise the remuneration within the maximum ceiling specified under the Act and as may be approved

by the Board of Directors.

RESOLVED FURTHER THAT the remuneration payable to Mr. Prashant Suresh Agarwal (DIN:

10394966) in the capacity of Chief Financial Officer(CFO), shall be as under:

Salary: Upto Rs. 25,00,000/- (Rupees Twenty-Five Lakhs Only) per annum inclusive of all

perquisites.

RESOLVED FURTHER THAT the consent of the Members of the Company be and is hereby

accorded that Mr. Prashant Suresh Agarwal be paid remuneration in the capacity of Chief Financial

Officer(CFO) by way of salary upto a maximum of Rs. 25,00,000/‐ (Rupees Twenty-Five Lakhs

----------------Page (8) Break----------------

Only) per annum as minimum remuneration w.e.f. 01st August, 2025.

RESOLVED FURTHER THAT in case of inadequate profit or no profit, the aforesaid remuneration

shall be minimum remuneration payable under Schedule V.

RESOLVED FURTHER THAT the above remuneration shall be subject to modification, as may

be deemed fit by the Board from time to time and subject to the limits and stipulations prescribed by

the Companies Act, 2013 read with Schedule V thereto, and/or any guidelines prescribed by the

Government from time to time.

RESOLVED FURTHER THAT except for the aforesaid change in designation and revision in

salary, all other terms and conditions as approved by the members in the Extra-Ordinary General

Meeting held on 29th December, 2023 for Appointment of Mr. Prashant Suresh Agarwal as Director

of the company shall remain unchanged.

RESOLVED FURTHER THAT the board of directors or the company secretary thereof be and are

hereby authorized to do all such acts, deeds and things, to enter into such agreement(s), deed(s) of

attachment(s) or any such document(s), as the Board may, in its absolute discretion, consider

necessary, expedient or desirable including power to sub-delegate, in order to give effect to this

resolution.”

Date: 01/08/2025

Place: Surat

For and on behalf of the Board of Directors

RAW EDGE INDUSTRIAL SOLUTIONS

LIMITED

Sd/-

Shaharyar Saiyad

Company Secretary

NOTES:

1. Various Ministry of Corporate Affairs (“MCA”) circulars, Securities and Exchange Board of India

(“SEBI”) circulars and Secretarial Standard on General Meeting (“SS-2”), have permitted

convening the Annual General Meeting (“AGM”/Meeting”) through Video Conferencing (“VC”)

or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a

common venue till September 30, 2025. Accordingly, the AGM of the Company is being held

through VC/OAVM.

2. In terms of the MCA circular, since this AGM is being held through VC / OAVM pursuant to the

MCA’s circulars, physical attendance of members has been dispensed with. Accordingly, the

facility for appointment of proxies under section 105 of Companies Act, 2013, (‘the Act’) by the

members will not be available for this AGM and hence the Proxy Form and Attendance Slip are

not annexed to this Notice.

3. The relevant explanatory statement pursuant to Regulation 36(3), 36(5) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 concerning the relevant business

and pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts, relating

to the special businesses to be transacted at the Annual General Meeting (the “meeting”) is

annexed hereto.

4. Pursuant to Section 113 of the Companies Act, 2013, corporate members intending to attend the

Annual General Meeting through their authorized representatives, are requested to send to the

Company, a certified copy of relevant board resolution together with the respective specimen

signatures of those representative(s) authorized under the said resolution to attend the AGM

through VC / OAVM on its behalf and to vote through remote e-voting.

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5. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning

the quorum under Section 103 of the Act.

6. In compliance with the MCA Circulars and SEBI Circulars, Notice of the AGM along with the

Annual Report 2024-25 is being sent only through electronic mode to those Members whose email

addresses are registered with the Company/ RTA/ Depositories. Members may note that the Notice

and Annual Report 2024-25 will also be available on the Company’s website at www.rawedge.in,

on website of BSE Limited at www.bseindia.com and on the website of NSDL

https://www.evoting.nsdl.com.

7. Relevant documents referred to in the above Notice are open for inspection at the Registered Office

of the Company during the business hours on any working day (except Sunday and holidays)

between 10.00 a.m. and 4.00 p.m. up to the date of the Annual General Meeting.

8. Members who have not yet registered their email addresses are requested to register the same with

their DPs in case the shares are held by them in electronic form and with the Company/RTA in

case the shares are held by them in physical form.

9. Members may note that the VC/OAVM Facility, provided by NSDL, allows participation upto

1,000 Members on a first-come-first-served basis. The large shareholders (i.e. shareholders

holding 2% or more shareholding), promoters, institutional investors, directors, key managerial

personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee

and Stakeholders Relationship Committee, auditors, etc. can attend the 21st AGM without any

restriction on account of first-come first-served principle.

10. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the

Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard

on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations

& Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the

Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-

Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this

purpose, the Company has entered into an agreement with National Securities Depository Limited

(NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of

casting votes by a member using remote e-Voting system as well as e-voting on the date of the

EGM/AGM will be provided by NSDL.

11. Members are requested to contact our Registrar and Transfer Agent for any query related to shares

and other inquiry at following address:

M/s. Bigshare Services Private Limited

Office No. S6-2, 6th floor Pinnacle Business Park, next to Ahura Centre,

Mahakali Caves Road, Andheri (East) Mumbai - 400093, India.

Tel No: +91 22-62638200, Fax No: +91 22-62638299

Website:www.bigshareonline.com, E-Mail: info@bigshareonline.com

Please Quote Folio No. / DP ID & CL ID for any communication for your shareholding

12. Members seeking any information/document as referred in the notice are requested to write to the

Company on or before 29th August, 2025 through email at cs@rawedge.in. The same will be

addressed by the Company suitably.

13. Equity shares of the Company are under compulsory demat trading by all Investors.

14. Members who are holding shares in demat mode are requested to notify any change in their

residential address, Bank A/c details and/ or email address immediately to their respective

Depository Participants.

15. Members who have not registered their e-mail addresses so far, are requested to register

their e-mail address for receiving all communication from the company electronically and

quicker response to their queries to RTA or Company.

16. Additional information, pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, in respect of the director seeking appointment/re- appointment

at the AGM, is furnished as annexure to the Notice. The director has furnished consent /

declaration for his appointment/ re-appointment as required under the Companies Act, 2013 and

the Rules there under.

17. The voting rights of Shareholders shall be in proportion to their shares of the paid-up equity share

capital of the Company as on Friday, 22nd August, 2025.

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18. Since this AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

19. Information and other instructions relating to e-voting are as under:

I. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the

Companies (Management and Administration) Rules, 2014, as amended by the Companies

(Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI

(Listing Obligations and Disclosure Requirements), Regulations, 2015 (as amended), the

company is pleased to provide members with the facility to exercise their right to vote at the

21st Annual General Meeting (AGM) by electronic means and the business may be transacted

through e-Voting Services. The facility of casting the votes by the members using an electronic

voting system from a place other than venue of the AGM (“remote e-voting”) will be provided

by National Securities Depository Limited (NSDL).

II. The members who are entitled to vote and participate in the AGM through VC / OAVM, and

have not cast their vote on the resolutions through remote e-voting shall be eligible to vote

through e-voting system during the AGM.

III. The members who have voted though e-voting are also entitled to attend / participate in the

AGM through VC / OAVM but not entitled to cast their vote during the meeting.

IV. Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has been appointed to act as a

scrutinizer to scrutinize the remote e-voting process and e-voting during the Annual General

Meeting in a fair and transparent manner.

V. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the

member as on the cut-off date i.e. Friday, 22nd August, 2025.

VI. A person, whose name is recorded in the register of members as on the cut-off date, i.e. Friday,

22nd August, 2025 only shall be entitled to avail the facility of remote e-voting / voting.

VII. The e-voting facility will be start from Tuesday, 26th August, 2025 at 9:00 a.m. and will end

on Thursday, 28th August, 2025 on 5:00 p.m.

VIII. The Scrutinizer, after scrutinizing the votes cast at the meeting and through remote e-voting,

will, not later than two working days of conclusion of the Meeting, make a consolidated

scrutinizer’s report and submit the same to the Chairman. The results declared along with the

consolidated scrutinizer’s report shall be placed on the website of the Company. The results

shall be communicated to the Stock Exchanges.

IX. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed

on the date of the Meeting, i.e. Friday, 29th August, 2025.

X. Any person holding shares in physical form and non-individual shareholders, who acquires

shares of the Company and becomes member of the Company after the notice is send through

e-mail and holding shares as of the cut-off date i.e. Friday 22nd August, 2025, may obtain the

you are already registered with NSDL for remote e-voting, then you can use your existing user

ID and password for casting your vote. If you forgot your password, you can reset your

password by using “Forgot User Details / Password” or “Physical User Reset Password” option

available on www.evoting.nsdl.com or call on toll free no. 022-48867000 and 022-24997000.

In case of Individual Shareholders holding securities in demat mode who acquires shares of the

Company and becomes a Member of the Company after sending of the Notice and holding

shares as of the cut-off date i.e. Friday, 22nd August, 2025 may follow steps mentioned in the

Notice of the AGM under “Access to NSDL e-Voting system”.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING

GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Tuesday, 26th August, 2025 at 09:00 A.M. and ends on

Thursday, 28th August, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by

NSDL for voting thereafter. The Members, whose names appear in the Register of Members /

Beneficial Owners as on the record date (cut-off date) i.e. 22nd August, 2025 may cast their vote

electronically. The voting right of shareholders shall be in proportion to their share in the paid-

up equity share capital of the Company as on the cut-off date, being 22nd August 2025.

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How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are

mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding

securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed

Companies, Individual shareholders holding securities in demat mode are allowed to vote

through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id in their demat accounts in

order to access e-Voting facility.

Type of shareholders Login Method

Individual Shareholders

holding securities in

demat mode with

NSDL.

1. For OTP based login you can click

on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You

will have to enter your 8-digit DP ID,8-digit Client Id, PAN No.,

Verification code and generate OTP. Enter the OTP received on registered

email id/mobile number and click on login. After successful

authentication, you will be redirected to NSDL Depository site wherein

you can see e-Voting page. Click on company name or e-Voting service

provider i.e. NSDL and you will be redirected to e-Voting website of

NSDL for casting your vote during the remote e-Voting period or joining

virtual meeting & voting during the meeting.

2. Existing IDeAS user can visit the e-Services website of NSDL Viz.

https://eservices.nsdl.com either on a Personal Computer or on a mobile.

On the e-Services home page click on the “Beneficial Owner” icon under

“Login” which is available under ‘IDeAS’ section , this will prompt you

to enter your existing User ID and Password. After successful

authentication, you will be able to see e-Voting services under Value

added services. Click on “Access to e-Voting” under e-Voting services

and you will be able to see e-Voting page. Click on company name or e-

Voting service provider i.e. NSDL and you will be re-directed to e-

Voting website of NSDL for casting your vote during the remote e-Voting

period or joining virtual meeting & voting during the meeting.

3. If you are not registered for IDeAS e-Services, option to register is

available at https://eservices.nsdl.com. Select “Register Online for

IDeAS Portal” or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

4. Visit the e-Voting website of NSDL. Open web browser by typing the

following URL: https://www.evoting.nsdl.com/ either on a Personal

Computer or on a mobile. Once the home page of e-Voting system is

launched, click on the icon “Login” which is available under

‘Shareholder/Member’ section. A new screen will open. You will have to

enter your User ID (i.e. your sixteen digit demat account number hold with

NSDL), Password/OTP and a Verification Code as shown on the screen.

After successful authentication, you will be redirected to NSDL

Depository site wherein you can see e-Voting page. Click on company

name or e-Voting service provider i.e. NSDL and you will be redirected

to e-Voting website of NSDL for casting your vote during the remote e-

Voting period or joining virtual meeting & voting during the meeting.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget

User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical

issues related to login through Depository i.e. NSDL and CDSL.

5. Shareholders/Members can also download NSDL Mobile App “NSDL

Speede” facility by scanning the QR code mentioned below for seamless

voting experience.

Individual Shareholders

holding securities in

demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through

their existing user id and password. Option will be made available to reach

e-Voting page without any further authentication. The users to login Easi

/Easiest are requested to visit CDSL website www.cdslindia.com and click

on login icon & New System Myeasi Tab and then user your existing my

easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-

Voting option for eligible companies where the evoting is in progress as

per the information provided by company. On clicking the evoting option,

the user will be able to see e-Voting page of the e-Voting service provider

for casting your vote during the remote e-Voting period or joining virtual

meeting & voting during the meeting. Additionally, there is also links

provided to access the system of all e-Voting Service Providers, so that the

user can visit the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is available

at CDSL website www.cdslindia.com and click on login & New System

Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing

Demat Account Number and PAN No. from a e-Voting link available on

www.cdslindia.com home page. The system will authenticate the user by

sending OTP on registered Mobile & Email as recorded in the Demat

Account. After successful authentication, user will be able to see the e-

Voting option where the evoting is in progress and also able to directly

access the system of all e-Voting Service Providers.

Individual Shareholders

(holding securities in

demat mode) login

through their depository

participants

You can also login using the login credentials of your demat account through your

Depository Participant registered with NSDL/CDSL for e-Voting facility. upon

logging in, you will be able to see e-Voting option. Click on e-Voting option, you

will be redirected to NSDL/CDSL Depository site after successful authentication,

wherein you can see e-Voting feature. Click on company name or e-Voting service

provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for

casting your vote during the remote e-Voting period or joining virtual meeting &

voting during the meeting.

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Individual Shareholders holding

securities in demat mode with NSDL

Members facing any technical issue in login can contact

NSDL helpdesk by sending a request at evoting@nsdl.co.in

or call at 022 - 4886 7000.

Individual Shareholders holding

securities in demat mode with CDSL

Members facing any technical issue in login can contact

CDSL helpdesk by sending a request at helpdesk.

evoting@cdslindia.com or contact at toll free no. 1800-21-

09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than

Individual shareholders holding securities in demat mode and shareholders holding

securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is

available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and

a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log-in at

https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-

services after using your log-in credentials, click on e-Voting and you can proceed to

Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat

(NSDL or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in

demat account with NSDL.

8 Character DP ID followed by 8 Digit

Client ID

For example, if your DP ID is IN300***

and Client ID is 12****** then your user

ID is IN300***12******.

b) For Members who hold shares in

demat account with CDSL.

16 Digit Beneficiary ID

For example, if your Beneficiary ID is

12************** then your user ID is

12**************

c) For Members holding shares in

Physical Form.

EVEN Number followed by Folio Number

registered with the company

For example, if folio number is 001***

and EVEN is 134918 then user ID is

134918 001***

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5. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing

password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve

the ‘initial password’ which was communicated to you. Once you retrieve your

‘initial password’, you need to enter the ‘initial password’ and the system will

force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company,

your ‘initial password’ is communicated to you on your email ID. Trace

the email sent to you from NSDL from your mailbox. Open the email and

open the attachment i.e. a .pdf file. Open the .pdf file. The password to

open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits

of client ID for CDSL account or folio number for shares held in physical

form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, please follow steps mentioned below in

process for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “Initial password” or have

forgotten your password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat

account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode)

option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a

request at evoting@nsdl.co.in mentioning your demat account number/folio

number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the

votes on the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on

the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” (E-voting

Event Number) in which you are holding shares and whose voting cycle and General Meeting

is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting

period and casting your vote during the General Meeting. For joining virtual meeting, you need

to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

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4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number

of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when

prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the

confirmation page.

7. Once you confirm your vote on the Resolution(s), you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPEG Format) of the relevant Board Resolution/ Authority letter etc. with

attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to

the Scrutinizer by e-mail to rbksurat@gmail.com with a copy marked to evoting@nsdl.co.in.

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their

Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board

Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost

care to keep your password confidential. Login to the e-voting website will be disabled upon

five unsuccessful attempts to key in the correct password. In such an event, you will need to go

through the “Forgot User Details/Password?” or “Physical User Reset Password?” option

available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders

and e-voting user manual for Shareholders available at the download section of

www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 or send a request to Mr. Sachin

Kareliya evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for

procuring user id and password and registration of e mail ids for e-voting for the resolutions set

out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder,

scanned copy of the share certificate (front and back), PAN (self attested scanned copy of

PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to

cs@rawedge.in

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or

16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement,

PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of

Aadhar Card) to cs@rawedge.in. If you are an Individual shareholder holding securities in

demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login

method for e-Voting and joining virtual meeting for Individual shareholders holding

securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring

user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed

Companies, Individual shareholders holding securities in demat mode are allowed to vote

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through their demat account maintained with Depositories and Depository Participants.

Shareholders are required to update their mobile number and email ID correctly in their demat

account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM

ARE AS UNDER: -

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned

above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM

facility and have not casted their vote on the Resolutions through remote e-Voting and are

otherwise not barred from doing so, shall be eligible to vote through e-Voting system in

the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM.

However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the

facility for e-Voting on the day of the AGM shall be the same person mentioned for

Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH

VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through

the NSDL e-Voting system. Members may access by following the steps mentioned above

for Access to NSDL e-Voting system. After successful login, you can see link of

“VC/OAVM” placed under “Join meeting” menu against company name. You are

requested to click on VC/OAVM link placed under Join General Meeting menu. The link

for VC/OAVM will be available in Shareholder/Member login where the EVEN of

Company will be displayed. Please note that the members who do not have the User ID

and Password for e-Voting or have forgotten the User ID and Password may retrieve the

same by following the remote e-Voting instructions mentioned in the notice to avoid last

minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to

avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through

Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to

Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi

or LAN Connection to mitigate any kind of aforesaid glitches.

5. Members who would like to express their views or ask questions during the AGM may

send their questions in advance mentioning their Name, DP ID and Client ID/Folio

Number, PAN, Mobile Number at cs@rawedge.in. The same will be replied by the

company suitably.

6. Facility of joining the AGM through VC / OAVM shall open 45 minutes before the time

scheduled for the AGM and will be available for Members on first come first served basis.

7. Members who would like to express their views or ask questions during the AGM may

address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number

at cs@rawedge.in from 26th August, 2025 (9:00 a.m. IST) to 28th August, 2025 (5:00 p.m.

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IST). Those Members who have registered themselves as a speaker will only be allowed

to express their views/ask questions during the AGM. The Company reserves the right to

restrict the number of speakers depending on the availability of time for the AGM.

Please note the following:

A member may participate in the AGM even after exercising his right to vote through remote

e-voting but shall not be allowed to vote again at the AGM.

A person, whose name is recorded in the register of members or in the register of beneficial

owners maintained by the depositories as on the cut-off date i.e. 22nd August, 2025 only shall

be entitled to avail the facility of remote e-voting as well as voting at the AGM through e-

voting. A person who is not a Member as on the cut-off date i.e. 22nd August, 2025 should treat

this Notice of AGM for information purpose only.

Other information:

Your login id and password can be used by you exclusively for e-voting on the resolutions

placed by the companies in which you are the shareholder.

It is strongly recommended not to share your password with any other person and take utmost

care to keep it confidential.

Date: 01/08/2025

Place: Surat

For and on behalf of the Board of Directors

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

Sd/-

Shaharyar Saiyad

Company Secretary

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ANNEXURE TO NOTICE:

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT AT THE ENSUING ANNUAL

GENERAL MEETING:

(Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 and Secretarial Standard 2 issued by the Institute of Company Secretaries of India)

1. Mr. Siddharth Bimal Bansal (DIN-01553023) is proposed to be re-appointed as Non-Executive

Director, who is liable to retire by rotation and as per the Regulation 36(3) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards his details are

as under:

Name of Director Mr. Siddharth Bimal Bansal

DIN No. 01553023

Date of Birth 21/06/1985

Qualification B. Tech & PGDM

Expertise in specific functional areas Having more than 12 years of experience in the field of

Manufacturing of building materials and construction

technology space and related businesses.

Terms and Conditions of

Appointment/Reappointment

As per the resolutions at Item No 2 of the Notice

Convening this meeting, Siddharth Bimal Bansal is

liable to retire by rotation at the meeting and eligible

for re-appointment.

Remuneration last drawn NIL

Remuneration proposed NIL

Date of First Appointment 14/02/2005

Relationship with Directors/Key

managerial Personnel

Mr. Bimalkumar Rajkumar Bansal, Father, is

concerned or interested in this resolution.

Names of all listed entities in which the

person also holds the directorship.

Raw Edge Industrial Solutions Limited

Chairman / Member of the Committee of

other Company

NIL

No. of Meetings of the Board Attended

during the year

Listed entities from which the person has

resigned in the past three years

NIL

Number of equity shares held in the

company, including shareholding as a

beneficial owner

20,04,240

*Committees include Audit Committee and Stakeholders Relationship Committee

2. The designation of Mr. Prashant Suresh Agarwal (DIN: 10394966) is proposed to be changed from

“Executive Director and Chief Financial Officer(CFO)” to “Whole-time Director and Chief Financial

Officer(CFO)”, who is liable to retire by rotation and as per the Regulation 36(3) of SEBI (Listing

Obligations and Disclosure Requirements), Regulations 2015 and Secretarial Standards his details are

as under:

Name of Director Mr. Prashant Suresh Agarwal

DIN No. 10394966

Date of Birth 07/03/1987

Qualification Chartered Accountant

----------------Page (19) Break----------------

Expertise in specific functional areas Mr. Prashant Suresh Agarwal is presently looking into

financial matters of the Company. He is a very versatile

personality with more than 12 years of experience in

the industry and with his experience he has also helped

in designing & implementing the Internal control

systems in the Company. His leadership abilities have

been instrumental in leading the core team of our

Company.

Terms and Conditions of

Appointment/Reappointment

As per the resolutions at Item No. 6 of the Notice

Convening this meeting, there is change in designation

of Mr. Prashant Suresh Agarwal from “Executive

Director and Chief Financial Officer(CFO)” to

“Whole-time Director and Chief Financial

Officer(CFO)”, liable to retire by rotation with effect

from 01st August, 2025, for the remaining period of his

tenure of directorship i.e. upto 27th November, 2028.

Remuneration last drawn Mr. Prashant Suresh Agarwal has received salary of

Rs. 24,44,769/- p.a. in the capacity of CFO.

Remuneration proposed Mr. Prashant Suresh Agarwal will receive salary of

Rs. 25,00,000/- p.a. in the capacity of CFO.

Date of First Appointment Mr. Prashant Suresh Agarwal was appointed as a CFO

w.e.f. 14th February, 2018 and was appointed as

Director w.e.f. 28th November, 2023.

Relationship with Directors/Key

managerial Personnel

NIL

Names of all listed entities in which the

person also holds the directorship.

Raw Edge Industrial Solutions Limited

Chairman / Member of the Committee of

other Company

NIL

No. of Meetings of the Board Attended

during the year

Listed entities from which the person has

resigned in the past three years

NIL

*Committees include Audit Committee and Stakeholders Relationship Committee

Date: 01/08/2025

Place: Surat

For and on behalf of the Board of Directors

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

Sd/-

Shaharyar Saiyad

Company Secretary

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EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT,

2013:

ITEM NO. 3

APPROVE APPOINTMENT OF MR. RANJIT BINOD KEJRIWAL AS A SECRETARIAL

AUDITOR OF THE COMPANY:

Pursuant to the amendment notified in Regulation 24A by way of SEBI (LODR) (third amendment)

Regulations, 2024, with effect from 01st April, 2025, the company is required to appoint a Secretarial

Auditor, who is a Peer Reviewed Company Secretary.

In accordance with the above regulation, and on the recommendation of the Audit Committee, the Board

of Directors in their meeting held on 01stAugust, 2025 proposed to appoint Mr. Ranjit Binod Kejriwal,

Company Secretary in practice, (FCS: 6116, COP: 5985) and a Peer Reviewed Company Secretary, as

the Secretarial Auditor of the Company, for performing Secretarial Audit of the Company for a period

of five consecutive years commencing from 01st April, 2025 till 31st March, 2030, at such remuneration

plus applicable taxes thereon and such increase in audit fees till the conclusion of his term, plus

reimbursement of actual out of pocket expenses, as recommended by the Audit committee and as may

be mutually agreed between the Board and the Secretarial Auditor.

Mr. Ranjit Binod Kejriwal is a Practicing Company Secretary, providing secretarial consultancy

services for 20 years. He has in-depth experience in various areas of practice, including corporate laws,

IPO listing, listing compliances, secretarial management guidance & audit, due diligence, compliance

audit, corporate governance audit, merger-acquisition and corporate restructuring, FEMA, RBI, and

other economic laws.

The Secretarial Auditor confirms that he holds a valid peer review certificate issued by the Institute of

Company Secretaries of India and that he has not incurred any disqualifications as specified under the

Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, approval of shareholders is required for such appointment.

The proposed fees in connection with the secretarial audit shall be Rs. 3,00,000/- (Rupees Three Lakhs

only) plus applicable taxes and other out-of-pocket expenses for financial year 2025-2026, and for

subsequent year(s) of their term, such fees as may be mutually agreed between the Board of Directors

and the secretarial auditor. In addition to the secretarial audit, Mr. Ranjit Binod Kejriwal shall provide

such other services in the nature of certifications and other professional work, as approved by the Board

of Directors. The relevant fees will be determined by the Board, as recommended by the Audit

Committee in consultation with the Secretarial Auditors.

Accordingly, your directors recommend the ordinary resolution mentioned in item no. 3 of this notice

for approval of the shareholders.

None of the Directors or Key Managerial Personnel of the company or their relatives are considered to

be interested or concerned in in passing the proposed resolution as set out in Item no. 3.

ITEM NO. 4

APPROVAL OF REMUNERATION OF MR. BIMALKUMAR RAJKUMAR BANSAL (DIN:

00029307), MANAGING DIRECTOR OF THE COMPANY, FOR THE REMAINING TENURE

FROM 14TH FEBRUARY, 2026 TO 13TH FEBRUARY, 2028

As per the provisions of Section 197 and other applicable provisions, if any, of the Act, read with

Schedule V thereof and the Rules made thereunder, the remuneration payable to its Directors, including

managing director and whole-time director and its manager in respect of any financial year shall not

exceed 11% or 10% or 5%, as the case maybe of the net profits of the Company computed in the

----------------Page (21) Break----------------

manner laid down under Section 198 of the Act. Provided that the company in general meeting may,

authorise the payment of remuneration exceeding aforesaid percentage of the net profits of the company,

subject to the provisions of Schedule V.

As per Schedule V, Part II, Section II of the Companies Act, 2013, in the event of inadequacy or

absence of profits, the payment of remuneration exceeding the limits prescribed under Section 197 of

the Act requires approval by the members of the company through Ordinary Resolution or Special

Resolution, as the case maybe for a period not exceeding 3 years.

The Members of the Company would recall that Mr. Bimalkumar Rajkumar Bansal was re-appointed

as the Managing Director for a term of five years commencing from 14th February, 2023 to 13th

February, 2028 along with the terms and conditions including remuneration.

Mr. Bimalkumar Rajkumar Bansal is the promoter of Raw Edge Industrial Solutions Limited and has a

vast experience of more than 36 years in the fields of Textile, Chemicals, Minerals and related

businesses. He is a dynamic entrepreneur and under his leadership, the Company commenced its

transformational journey in achieving business excellence. He is a visionary and is involved in

strategizing future direction of the company. As a mentor he provides leadership and inspiration at all

levels of the organization, and support and assist executives in their learning on how to drive a

successful organization

In view of this, and to comply with the provisions of the Act, the Board of Directors, on recommendation

of the Nomination and Remuneration Committee of the company, has approved the proposal of the

continuation of existing remuneration by way of salary of Rs. 2,00,000 (Rupees Two Lakhs Only) per

month for the remaining period of his tenure from 14th February, 2026 to 13th February, 2028, subject

to the approval of shareholders, as set out in the resolution being item no. 4 of the accompanying notice.

Minimum Remuneration: Where in any financial year, during the currency of the tenure of Mr.

Bimalkumar Rajkumar Bansal as Managing Director, the Company has no profits or its profits are

inadequate, the Company will pay remuneration to him by way of salary, perquisites and allowances as

specified in the resolution being item no. 4 of the accompanying notice as minimum remuneration,

subject to the limits and conditions as prescribed under Schedule V of the Companies Act, 2013, as may

be amended from time to time.

The company, in compliance with the provisions of Schedule V of the Companies Act, 2013 which

prescribes that in case of no profits or inadequate profits, the remuneration can be paid by the company

to its managerial personnel as minimum remuneration within the limits arrived at in accordance with

the requirements of the said section, if subject to the following:

a. The payment of existing remuneration is approved by a resolution passed by the board at a meeting

held on 01st August, 2025 and also by the Nomination and Remuneration Committee of Directors

at a meeting held on 01st August, 2025.

b. Further, the company has not made any default in repayment of any of its debts or interest payable

thereon.

Except for the aforesaid approval of remuneration, all other terms and conditions of his appointment as

Managing Director of the company as approved by the members of the company shall remain

unchanged. Accordingly, Special Resolution is submitted to the meeting for the consideration and

approval of members.

None of the Directors/Key Managerial Personnel of the Company/their relatives, except Mr.

Bimalkumar Rajkumar Bansal himself and his relatives are concerned or interested in this resolution at

item no. 4.

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ITEM NO. 5

APPROVAL OF WAIVER FOR RECOVERY OF EXCESS REMUNERATION PAID TO MR.

PRASHANT SURESH AGARWAL (DIN: 10394966), EXECUTIVE DIRECTOR AND CHIEF

FINANCIAL OFFICER(CFO) OF THE COMPANY FOR THE FINANCIAL YEAR 2024-25.

The members appointed Mr. Prashant Suresh Agarwal as the director of the company in their Extra-

Ordinary General Meeting held on 29th December, 2023. The members also approved remuneration to

be paid to Mr. Prashant Suresh Agarwal in the capacity of Chief Financial Officer(CFO) by way salary

of Rs. 16,00,000/- per annum in accordance with limits prescribed under Section II (A) of Part II of

Schedule V of the Companies Act, 2013. The company has paid remuneration to Mr. Prashant Suresh

Agarwal in the capacity of Chief Financial Officer(CFO) by way salary of Rs. 24,44,769/- for the

Financial Year 2024-25.

In terms of Section 197(10) of the Act, the Members of the Company can waive the recovery of excess

remuneration paid to managerial personnel by way of passing a Special Resolution.

Mr. Prashant Suresh Agarwal took on significant additional responsibilities and roles beyond those

originally envisaged, which is consistent with the remuneration paid to him. Recovery of remuneration

from serving managerial personnel may demoralize the team and harm the company’s ability to acquire

or retain leadership talent.

As the Company has paid remuneration in excess of the limits approved by the Members in their Extra-

Ordinary General Meeting held on 29th December, 2023, therefore, it is proposed to seek approval from

the Members of the Company by way of Special Resolution for waiver of recovery of the excess

remuneration paid to Mr. Prashant Suresh Agarwal, Director and Chief Financial Officer(CFO) of the

company for the Financial Year 2024-25.

The Company, as of date, is not in default in payment of dues to any bank or public financial institution

or non-convertible debenture holders or any other secured creditor, and accordingly, their prior approval

is not required, for approval of the proposed special resolution/s.

The Nomination and Remuneration Committee and the Board of Directors of the Company via

respective resolutions passed on 01st August, 2025, have recommended/approved waiver for recovery

of excess remuneration paid during the year 2024-25 to Mr. Prashant Suresh Agarwal, Director and

Chief Financial Officer(CFO) of the company, subject to the approval of the Members by way of Special

Resolution.

None of the other directors or Key Managerial Personnel (KMP) of the company or their relatives are

concerned or interested, financial or otherwise, in the resolution set out in item no. 5 except Mr. Prashant

Suresh Agarwal, Director and CFO of the company and his relatives.

The board of directors recommend the special resolution as set out at item no. 5 of the accompanying

notice for member’s approval.

ITEM NO. 6

CONSIDER AND APPROVE THE CHANGE IN DESIGNATION OF MR. PRASHANT

SURESH AGARWAL (DIN:10394966), FROM "EXECUTIVE DIRECTOR AND CHIEF

FINANCIAL OFFICER(CFO)" TO "WHOLE-TIME DIRECTOR AND CHIEF FINANCIAL

OFFICER(CFO)" OF THE COMPANY AND INCREASE REMUNERATION THEREOF.

The members of the company had appointed Mr. Prashant Suresh Agarwal as the Executive Director of

the company for a period of five years starting from 28th November, 2023 till 27th November, 2028.

Pursuant to recommendation of nomination and remuneration committee, the board of directors at their

meeting held on 01st August, 2025 approved change in designation of Mr. Prashant Suresh Agarwal

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from ‘Executive Director and Chief Financial Officer(CFO)” to ‘Whole-Time Director and Chief

Financial Officer(CFO)’, liable to retire by rotation with effect from 01st August, 2025, for the

remaining period of his tenure of directorship i.e. upto 27th November, 2028 of the company, subject to

the approval of members.

Mr. Prashant Suresh Agarwal is presently looking into financial matters of the Company. He is a very

versatile personality with more than 12 years of experience in the industry and with his experience he

has also helped in designing & implementing the Internal control systems in the Company. His

leadership abilities have been instrumental in leading the core team of our Company.

Considering his knowledge of various aspects relating to the Company’s affairs and long business

experience, the Board of Directors is of the opinion that for smooth and efficient running of the business

has proposed to increase his remuneration along with change in designation.

Taking into consideration the higher responsibilities cast on Mr. Prashant Suresh Agarwal, on

recommendation of the Nomination and Remuneration Committee of the Company, the Board of

Directors has approved the proposal to increase the remuneration by way salary to be paid in the

capacity of Chief Financial Officer(CFO) to Rs. 25,00,000/- per annum with effect from 01st August,

2024, subject to the approval of shareholders, as set out in the resolution being item no. 6 of the

accompanying notice.

Minimum Remuneration: Where in any financial year, during the currency of the tenure of Mr. Prashant

Suresh Agarwal as Whole-Time Director and Chief Financial Officer(CFO), the Company has no

profits or its profits are inadequate, the Company will pay remuneration to him by way of salary,

perquisites and allowances as specified in the resolution being item no. 6 of the accompanying notice

as minimum remuneration, subject to the limits and conditions as prescribed under Schedule V of the

Companies Act, 2013, as may be amended from time to time.

The company, in compliance with the provisions of Schedule V of the Companies Act, 2013 which

prescribes that in case of no profits or inadequate profits, the remuneration can be paid by the company

to its managerial personnel as minimum remuneration within the limits arrived at in accordance with

the requirements of the said section, if subject to the following:

a. The payment of remuneration is approved by a resolution passed by the board at a meeting held on

01st August, 2025 and also by the Nomination and Remuneration Committee of Directors at a

meeting held on 01st August, 2025.

b. Further, the company has not made any default in repayment of any of its debts or interest payable

thereon.

Except for the aforesaid change in designation and revision in salary, all other terms and conditions as

approved by the members in the Extra-Ordinary General Meeting held on 29th December, 2025 for

Appointment of Mr. Prashant Suresh Agarwal as Director of the company shall remain unchanged.

None of the other directors or Key Managerial Personnel (KMP) of the company or their relatives are

concerned or interested, financial or otherwise, in the resolution set out in item no. 6 except Mr. Prashant

Suresh Agarwal, Director and CFO of the company and his relatives.

The board of directors recommend the special resolution as set out at item no. 6 of the accompanying

notice for member’s approval.

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Statement as required under Section II, Part II of the Schedule V to the Companies Act, 2013

with reference to the Special Resolution at Item No. 4 and Item No. 6 of the Notice is as follows:

SN General Information Particulars

1. Nature of Industry Manufacturing of lime and its allied activities.

2. Date of Commencement of Commercial

Production

In the financial year 2006-07, Company

initially started trading in Lime Fines,

Limestone, Ferrous Sulphate, Quartzite,

Dolomite.

Later on, In the year 2009-10, Company setup

its first Calcium Lime crushing plant.

3. In case of new companies, expected date of

commencement of activities as per project

approved by financial institutions appearing

in the prospectus

Not Applicable.

4. Financial Performance based on given

indicators

As per standalone audited financials as on

31.03.2025:

Particulars Amount in

Lakhs

Paid up Capital 1005.84

Reserves excluding

Revaluation Reserves

1080.30

Total Income 4482.97

Total Expenses 4517.81

Profit before Tax (34.84)

Exceptional Item 0.00

Tax Expenses/

(Benefit)

69.07

Profit after Tax (103.91)

5. Foreign investments or collaborators, if any The company has not entered into any foreign

collaborations and no direct capital investment

has been made in the company. Foreign

investors, mainly comprising NRIS, are

investors in the company on account of past

issuance of securities /purchase of shares of the

company from the secondary market.

II Information about the Manager Mr. Bimalkumar

Rajkumar Bansal

Mr. Prashant Suresh

Agarwal

1. Background details As Per Explanatory

Statement item no. 4

As Per Explanatory

Statement item no. 6

2. Past remuneration Rs. 24,00,000/- per

annum

Rs. 24,44,769/- per

annum

3. Recognition or awards Nil

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4. Job profile and his suitability As Per Explanatory

Statement item no. 4

As Per Explanatory

Statement item no. 6

5. Remuneration proposed Salary of Rs.

2,00,000/- per month

Salary in the capacity

of CFO of Rs.

25,00,000/- per

annum

6. Comparative remuneration profile with

respect to industry, size of the Company,

profile of the position and person

Keeping in view the profiles and the positions,

the remuneration is fully justifiable and

comparable to that prevailing in the industry.

7. Pecuniary relationship, directly or indirectly,

with the Company or relationship with the

managerial personnel, if any

Mr. Bimalkumar

Rajkumar Bansal is

father of Mr.

Siddharth Bimal

Bansal, Non-

Executive Director of

the Company.

NIL

8. Other Information

1. Reasons of loss or inadequate profits

2. Steps taken or proposed to be taken for

improvement

Expected increase in productivity and profits

in measurable terms

As the company is engaged in the

manufacturing sector, the capital expenses are

high. The company takes various steps on a

regular basis such as cost control and

improving efficiency. The company is

conscious about improvement in productivity

and continually undertakes measures to

improve its productivity and profitability. The

management is confident of achieving

sustained growth in the future.

As the Company is growth oriented, it is

majorly incurring capital expenditures for its

capacity expansion to cope with the ever-

increasing customer demands.

In view of the steps taken by the Company as

stated above, the Company believes that there

will be significant increase in productivity and

profitability in the years to come.

Date: 01/08/2025

Pace: Surat

For and on behalf of the Board of Directors

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

Sd/-

Shaharyar Saiyad

Company Secretary

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TO THE MEMBERS,

Your directors take pleasure in presenting the 21st Annual Report on the business and operations of your

Company together with the Audited Accounts for the financial year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:

During the financial year ending 31st March, 2025, your company has recorded a total income of Rs.

44,82,96,662/-, marginally lower than the previous year's Rs. 44,99,37,699/-. The Company incurred a Net

Loss of Rs. 1,03,91,056/-, compared to Rs. 58,56,629/- in the prior year. However, with our strategic

initiatives in place, we are optimistic about returning to growth and profitability, assuring our respected

shareholders that we are on the path to future success.

Financial performance of the Company for Financial Year 2024-2025 is summarized below:

(Figure in rupees)

Particulars 2024-2025* 2023-2024*

Revenue from operations 44,78,26,923 44,96,79,800

Other Income 4,69,739 2,57,899

Total income 44,82,96,662 44,99,37,699

Profit/(Loss) before tax and Exceptional items (34,84,193) (75,41,284)

Exceptional items - -

Profit/ (Loss) before tax (34,84,193) (75,41,284)

Less: Tax Expenses

- Current Tax

- Deferred Tax

- Income tax of Previous years

69,06,863

(16,84,655)

Net Profit/ (Loss) For the Year (1,03,91,056) (58,56,629)

* Figures regrouped wherever necessary.

2. CHANGE IN NATURE OF BUSINESS, IF ANY

During the course of the Financial Year, the company’s business operations and the nature of its activities

have remained unchanged.

3. DIVIDEND:

We regret to announce to our respected shareholders that, due to the financial difficulties experienced this

fiscal year, which have resulted in losses, the Board of Directors has made the difficult decision to refrain

from declaring any dividends for the financial year 2024-25. This decision is made to ensure the financial

stability and health of the company during this period of economic uncertainty. We are committed to

taking decisive strategic actions to restore profitability and increase shareholder value, with a focus on

long-term growth and sustainability. We appreciate your understanding and continued support as we work

together to navigate these challenges and emerge stronger.

DIRECTOR’S REPORT

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4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

5. TRANSFER TO RESERVES:

Company has not transferred any amount to general reserve.

6. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2025 was Rs. 10,05,84,000/-. During

the year under review, there is no change in the capital structure since previous year.

7. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the board and its committees thereof and detail of the changes in their

composition if any is given in Annexure I in the corporate governance report. The composition of the

board and its committee is also available on the website of the company at

https://rawedge.in/home1/company/management/board-of-directors/

8. NUMBER OF MEETING HELD DURING THE YEAR

The details of all meeting of Board of Directors and Committee meeting had taken place during the year

and their details along with their attendance, is given in Annexure I.

The following meetings of the Board of Directors were held during the Financial Year 2024-25:

Sr. No. Date of Meeting Board Strength No. of Directors Present

1 04-05-2024 6 6

2 18-05-2024 6 6

3 27-07-2024 6 6

4 10-08-2024 6 6

5 28-10-2024 6 6

6 13-02-2025 6 6

7 26-03-2025 6 6

9. CORPORATE GOVERNANCE

As per the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations

2015 the Report on Corporate Governance of the Company in respect of compliance thereof are appended

hereto and forming part of this report; is given in Annexure I.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013 with respect

to Directors’ Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting

Standards have been followed and there are no material departures from the same;

2. The Directors have selected such Accounting Policies and applied them consistently and made

judgments and estimates that were 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 and of the Profit & Loss of the Company for that

period;

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3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts of the Company on a ‘going concern’ basis; and

5. 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;

6. 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.

11. DECLARATION BY INDEPENDENT DIRECTOR

All the independent directors have submitted their disclosures to the Board that they fulfill all the

requirements as stipulated in section 149(6) of the Companies Act, 2013. The Independent Directors of

your Company have confirmed that they are not aware of any circumstance or situation, which could

impair or impact their ability to discharge duties with an objective independent judgement and without any

external influence. There has been no change in the circumstances affecting their status as Independent

Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the

provisions of the Companies Act, 2013 and the relevant regulations. All the independent directors have

cleared "Online Self-Assessment Test" examination with the Indian Institute of Corporate Affairs at

Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the

company have complied with the code of Independent Director. Independent Directors met separately on

13th February, 2025 to inter alia review the performance of Non-Independent Directors (including the

Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between

the Management and the Board.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations

2015, the Management Discussion and Analysis of the financial condition and results of operations of the

Company under review, is annexed and forms an integral part of the Directors’ Report, is given in

Annexure II.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under 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. The Disclosures pertaining to remuneration as required under section

197(12) of the Companies act, 2013 read with rules 5 (1) of the Companies (appointment and remuneration

of managerial personnel) Amendment rules, 2016 are annexed in Annexure III.

14. STATEMENT ON RISK MANAGEMENT/DEVELOPMENT AND IMPLEMENTATION OF A

RISK MANAGEMENT POLICY:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Board formally adopted steps for framing, implementing and

monitoring the risk management plan for the company by way of Risk Management Policy. As a matter of

policy, the risks are assessed and steps as appropriate are taken to mitigate the same. The risk management

policy is placed on the company’s website and available at the web link https://rawedge.in/wp-

content/uploads/2025/05/10.-Risk-Management-Policy.pdf.

During the financial year under review a statement on risk management including identification therein of

elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as

per the provisions of Section 134(3)(n) of Companies Act, 2013; has been annexed in Annexure IV.

15. STATUTORY AUDITORS

The members at the 20th Annual General Meeting of the Company held on 23rd August, 2025 had

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appointed M/s. Pradeep K. Singhi & Associates, Chartered Accountants (having Firm Registration No.

126027W) are Statutory Auditors of the Company, to hold office for a term of five years i.e., from the

conclusion of 20th Annual General Meeting till the 25th Annual General Meeting of the Company to be held

in the year 2029. Thus, no further action is required in this regard.

16.SECRETARIAL AUDITOR

Your Board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary to conduct

Secretarial Audit for the financial year 2024-25.

Pursuant to the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment)

Regulations,2024, with effect from 01st April, 2025, the company is required to appoint a Secretarial

Auditor, who is a Peer Reviewed Company Secretary. In accordance with the above regulation, and on the

recommendation of the Audit Committee, the Board of Directors proposed to appoint Mr. Ranjit Binod

Kejriwal, Company Secretary in practice, (FCS: 6116, COP: 5985) and a Peer Reviewed Company

Secretary, as the Secretarial Auditor of the Company, for performing Secretarial Audit of the Company for

a period of five consecutive years commencing from 01st April, 2025 till 31st March, 2030.

The Secretarial Audit Report is annexed herewith in Annexure V. The Secretarial Auditor’s observation(s)

in secretarial audit report and directors’ explanation thereto –

a)Delay in filing Statement of Impact of Audit Qualifications or Declaration of unmodified audit report

in XBRL Mode. The management hereby informs that due to inadvertence, Statement of impact of

audit qualifications or Declaration of unmodified audit report in XBRL mode was filed delayed on

13.05.2024.

b)Name of two promoters, Siddharth Bimalkumar Bansal HUF and Sourabh Bimalkumar Bansal HUF

holding NIL shares were inadvertently missed out and 748 shares held by Mr. Prashant Suresh

Agarwal, Director and Chief Financial Officer of the company were reflected in “Resident Individual”

category instead of “Key Managerial Personnel” category in the shareholding pattern filed on

12.04.2025 for the quarter ended 31.03.2025. The management hereby informs that on being aware,

the company rectified the errors and filed the revised shareholding pattern on 03.05.2025 by adding

the name of aforesaid promoters and disclosing the 748 shares held by Mr. Prashant Suresh Agarwal,

Director and Chief Financial Officer in “Key Managerial Personnel” category.

c)Delay in filing disclosure in respect imposition of penalty of Rs. 10,61,46,804/- by Additional

Commissioner, CGST & CE, Surat Commissionerate vide order dated 03.02.2025. The management

hereby clarifies that the delay was due to the time required to conduct a thorough internal review of

the demand notice, including determining its prima facie validity. The delay was inadvertent and not

intentional.

d)Remuneration withdrawn by Mr. Prashant Suresh Agarwal (DIN: 10394966), Director and Chief

Financial Officer (CFO) during the financial year 2024-25 exceeded the limits prescribed under

Section 197 of the Companies Act, 2013 by Rs. 8.44 Lakhs. Mr. Prashant Suresh Agarwal took on

significant additional responsibilities and roles beyond those originally envisaged, which is consistent

with the remuneration paid to him. Recovery of remuneration from serving managerial personnel may

demoralize the team and harm the company’s ability to acquire or retain leadership talent. The

company has now taken corrective action to align the remuneration within the statutory limits and has

initiated necessary steps to ensure compliance in future years.

e)No expense has been recognized in the Statement of Profit and Loss for the year ended March 31,

2025, in respect of options granted under ESOP 2023 as required under Ind AS 102. As per the terms

of the scheme, the vesting period is scheduled from end of 1-year up to the end of 11th year from the

grant of options. The vesting period shall be determined by the Board based on the achievement of

certain performance conditions. As of the reporting date, no performance conditions have been

framed by the board, leading to inconclusive vesting period; accordingly, the management of the

company has contended that it is not possible to record any expense due to uncertainty of vesting of

ESOPs. The management hereby informs that as on the reporting date, the performance conditions

required for vesting have not yet been finalized by the Board of Directors. In the absence of clearly

defined vesting conditions, the vesting period remains indeterminate. Accordingly, the Company in

unable to calculate the quantum of the same in the absence of norms, criteria, terms and conditions.

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Hence, the Company has not recorded any expense in the Statement of Profit and Loss for the year

ended March 31, 2025, due to uncertainty surrounding the vesting of the options.

17. INTERNAL AUDITOR

During the financial year, M/s. Mayank Shah & Co., Chartered Accountant, Surat, who were appointed as

an internal auditor for the term of 5 years from F.Y. 2023-24 to 2027-28, have given their resignation on

02nd August, 2024 as an internal auditor of the company.

The Board of Directors of the Company had appointed M/s. Aditya A Garg & Associates., Chartered

Accountant, Surat as an Internal Auditor for the Financial Year 2024-25 in the meeting held on 10th

August, 2024 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the

Company. The Internal Auditor reports their findings on the Internal Audit of the Company to the Audit

Committee on an annual basis. The Scope of Internal audit is approved by the Audit Committee.

18. COMMENTS ON AUDITOR’S REPORT

The notes referred to in the Auditor's Report are self-explanatory and as such they do not call for any

further explanation.

19. MAINTENANCE OF COST RECORDS

The company has maintained Cost Records as specified by Central Government under section 148(1) of

the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments under section 186(4) of

Companies Act, 2013.

21. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S

OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going

concern status and company’s operation in nature.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavors that all contracts/ arrangements/ transactions entered by the Company during the

financial year with related parties are in the ordinary course of business and on an arm’s length basis only.

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is

https://rawedge.in/policies-related-to-company/.

Further all related party transactions entered into by the company were in the ordinary course of business

and were on an arm’s length basis are attached herewith in FORM NO. AOC-2 in Annexure VI.

24. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D

EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of

Section 134(3)(m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014

are annexed herewith in Annexure VII.

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25. MATERIAL CHANGES

There have been no material changes occurred between the end of the financial year of the company to

which the financial statements related and the date of the report, which is affecting the financial position of

the company except for the following:

The company has decided to diversify its operations by initiating a new line of business under the name

“Raw Edge Agro”. This division will be engaged in trading and distribution of Agro-based food products,

with a focus on quality, consumer demand, and market scalability. For the aforesaid diversification, the

company has sought approval of members for amending its object clause to add Agro business vide postal

ballot dated 25th April, 2025.

The Agro division is an extension of the Company's growth strategy to explore high-potential sectors and

build a sustainable, diversified business model. Initial groundwork for procurement, vendor development,

and channel establishment is currently underway.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not

applicable to the Company for the Financial Year 2024-25.

27. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and

individual directors pursuant to the provisions of the Act and the corporate governance requirements as

prescribed by the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI

Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the

basis of the criteria such as the board composition and structure, effectiveness of board processes,

information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee

members on the basis of the criteria such as the composition of committees, effectiveness of committee

meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual

directors on the basis of the criteria such as the contribution of the individual director to the board and

committee meetings like preparedness on the issues to be discussed, meaningful and constructive

contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of

his role.

In a separate meeting of independent directors held on 13th February, 2025, performance of non-

independent directors, performance of the board as a whole and performance of the chairman was

evaluated, taking into account the views of executive directors and non-executive directors. The same was

discussed in the board meeting that followed the meeting of the independent directors, at which the

performance of the board, its committees and individual directors was also discussed. Performance

evaluation of independent directors was done by the entire board, excluding the independent director being

evaluated.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the

Company, Mr. Siddharth Bimal Bansal (DIN: 01553023), Non-Executive Director, retire by rotation and is

being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

The designation of Mr. Prashant Suresh Agarwal (DIN: 10394966) is proposed to be changed from

“Executive Director and Chief Financial Officer(CFO)” to “Whole-time Director and Chief Financial

Officer(CFO)” as in the ensuing Annual General Meeting.

The Company’s policy on Appointment and Remuneration of Directors and KMP is available on the

website of the company at https://rawedge.in/policies-related-to-company/.

Based on the confirmations received from Directors, none of the Directors are disqualified from

appointment under Section 164 of the Companies Act, 2013.

----------------Page (32) Break----------------

The List of Board of Directors and Key Managerial Personnel (KMP) for the F.Y. 2024-25 is as follow:

Name Designation Appointment Date Change in

Designation

Date

Resignation

Date

1 Mr. Bimalkumar

Rajkumar Bansal

Managing

Director and

Chairman

22/10/2012 14/02/2018 NA

2 Mr. Siddharth

Bimal Bansal

Non- Executive

Director

14/02/2005 NA NA

3 Mr. Saurabh

Kamalkishore

Agarwal

Non- Executive

Independent

Director

14/02/2018 NA NA

4 Mrs. Rachana

Agarwal

Non- Executive

Independent

Director

26/08/2021 24/09/2021 NA

5 Mr.

Pradeepkumar

Rameshkumar

Goyal

Non- Executive

Independent

Director

24/12/2018 23/09/2019 NA

6 Mr. Prashant

Suresh Agarwal

Executive

Director

28/11/2023 29/12/2023 NA

7 Mr. Prashant

Suresh Agarwal

Chief Financial

Officer

14/02/2018 NA NA

8 Mr. Harsh Vimal

Soni

Company

Secretary &

Compliance

Officer

14/06/2023 NA 18/05/2024

9 Mr. Shaharyar

Saiyad

Company

Secretary &

Compliance

Officer

20/05/2024 NA NA

The following changes have been made to the Directors and KMP of the company during the year:

a. Mr. Harsh Vimal Soni resigned from the post of Company Secretary and Compliance Officer w.e.f. 18th

May, 2024.

b. Mr. Shaharyar Saiyad has been appointed as Company Secretary and Compliance Officer of the

Company w.e.f. 20th May, 2024.

29. PUBLIC DEPOSIT

The company has not accepted deposits from the public during the financial year under review within the

meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of

Deposits) Rules, 2014.

30. INTERNAL FINANCIAL CONTROL SYSTEM

The Company maintains a robust internal financial control system that effectively safeguards assets,

ensures accurate authorization, recording, and reporting of transactions. Our comprehensive internal audit

thoroughly examines operational aspects, ensuring adherence to established standards and the availability

of suitable policies and procedures. Throughout the year, no significant weaknesses in design or operation

were identified.

The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the

majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct

----------------Page (33) Break----------------

reporting of the internal auditor to the Audit Committee of the Board.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the

company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding

adequacy of internal financial controls with reference to the financial statements to be disclosed in the

board’s report. The detailed report forms part of Independent Auditors Report.

32. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the

directors and employees to report to the appropriate authorities of unethical behavior, actual or suspected,

fraud or violation of the Company’s code of conduct or ethics policy and provides safeguards against

victimization of employees who avail the mechanism. The policy permits all the employees to report their

concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company’s

website. The web link is https://rawedge.in/policies-related-to-company/ .

33. CEO/ CFO CERTIFICATION

In terms of regulation 17(8) of the listing regulations, the CFO has certified to the board of directors of the

company with regard to the financial statements and other matters specified in the said regulation for the

financial year 2024-25. The certificate received from CFO is attached herewith as per Annexure VIII.

34. CODE OF CONDUCT

The Company has adopted code of conduct for board of directors and senior management personnel and

this is strictly adhered to. During the year, board of directors and senior management personnel has

complied with general duties, rules, acts and regulations in this regard certificate from managing directors

as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 has been received by the board and the same is attached herewith as per Annexure IX.

35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing

regulations, confirming that none of the Directors on the Board of the company has been debarred or

disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate

Affairs or any such statutory authority. The certificate is enclosed as Annexure X.

36. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF

CONDITIONS OF CORPORATE GOVERNANCE:

Corporate Governance is a set of process, practice and system which ensure that the Company is managed

in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency

and accountability. Company’s core business objective is to achieve growth with transparency,

accountability and with independency. Company has adopted various corporate governance standard and

doing business in ethical way by which Company has enhance stakeholders trust, shareholders’ wealth

creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s. Pradeep K. Singhi & Associates, Statutory Auditors of the Company

regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per

Annexure XI.

37. ANNUAL RETURN

----------------Page (34) Break----------------

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual

Return for FY 2024-25 is uploaded on the website of the Company and the same is available at

http://rawedge.in/investors/annual-return/

38. ESOP PLAN

Pursuant to the Approval of the Members at the Annual General Meeting held on 22nd September, 2023, the

Company adopted the ‘Raw Edge Industrial Solutions Limited – Employee Stock Option Plan 2023’

(“REISL ESOP 2023”). With a view to reward the eligible and potential Employees for their performance

and to motivate them to contribute to the growth and profitability of the Company. The Company also

intends to use this Scheme to attract and retain talents in the organization. The Company views Employee

Stock Options as a means that would enable the Employees to get a Share in the value they create for the

Company in future. The Company has Employee Stock Option Scheme namely, ‘Raw Edge Industrial

Solutions Limited – Employee Stock Option Plan 2023’ (“REISL ESOP 2023”). During the year, the

Company has granted 79,500 stock options under REISL ESOP 2023 scheme, out of which 3,000 stock

options has lapsed.

There are no changes made to the above Schemes during the year under review and these Schemes are in

compliance with the SBEB Regulations 2021. The details of REISL ESOP 2023 pursuant to SEBI (Share

Based Employee Benefits and Sweat Equity), Regulations, 2021, as at 31st March, 2025 is uploaded on the

website of the Company at https://rawedge.in/policies-related-to-company/. In terms of Regulation 13

SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021, the Certificate from PCS

Ranjit Binod Kejriwal, Secretarial Auditor, would be placed before the shareholders at the ensuing AGM

and is also attached herewith as Annexure XII.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and

Reporting of trading by insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished

Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of

the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the

purchase or sale of Company shares by the Directors and the designated employees while in possession of

unpublished price sensitive information in relation to the Company and during the period when the Trading

Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of

the Company at https://rawedge.in/policies-related-to-company/ .

40. STATUTORY INFORMATION

The Company is in minerals industry and is the member of BSE Main Board Platform. Apart from this

business, the Company is also providing transportation services.

41. INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and

stocks wherever necessary and to the extent required have been adequately insured. The company keeps

reviewing the insurance amount every year as per requirement.

42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES

OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of

Company Secretaries of India (ICSI).

43. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the

Companies Act, 2013.

----------------Page (35) Break----------------

44. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and

development will help us to measure up to future challenges and opportunities. We invest in and encourage

continuous innovation. During the year under review, expenditure on research and development is

insignificant in relation to the nature size of operations of your Company.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Our company goal has always been to create an open and safe workplace for every employee to feel

empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their

abilities.

The Internal Committee (IC) has been constituted as per the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from

NGOs or with relevant experience. Half of the total members of the IC are women. The role of the IC is

not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual

harassment.

The Company did not receive any complaints on sexual harassment during the year 2024-25 and hence no

complaints remain pending as of 31st March, 2025.

46. COMPLIANCE WITH MATERNITY BENEFIT ACT:

The company has complied with the provisions of the Maternity Benefit Act

47. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work,

dedication and commitment and express their sincere thanks and appreciation to all the employees for their

continued contribution, support and co-operation to the operations and performance of the company.

48. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received

from Shareholders, Bankers, regulatory bodies and other business constituents during the year under

review.

Our Directors also wish to place on record their deep sense of appreciation for the commitment displayed

by all executives, officers and staff, resulting in successful performance of the Company during the year.

Date: 01/08/2025 For Raw Edge Industrial Solutions Limited

Place: Surat

Sd/- Sd/-

Bimalkumar Rajkumar Bansal Prashant Suresh Agarwal

Managing Director Director & CFO

(DIN: 00029307) (DIN: 10394966)

----------------Page (36) Break----------------

Annexure I

CORPORATE GOVERNANCE REPORT

The disclosure requirements of Corporate Governance under Regulation 34(3) read with Schedule-V of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) are

given below:

1. COMPANY’S PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance is to strive to do the right things, we explore

innovative ideas and thinking with positive outlook. We stand and deliver our promises by adhering to

highest standard of business ethics. We believe integrity is the foundation of our individual and corporate

actions drives our organization to make it vibrant. Our organization is based on trust between the different

element of our organization with honesty and credibility. In its endeavor to achieve the higher standards of

governance by adopting the best emerging practices, the Company not only adheres to the prescribed

corporate governance practices in terms of the regulatory requirements but is also committed to sound

corporate governance principles and practices.

2. BOARD OF DIRECTORS

The Board of Directors of the Company (Board) comprised of 6 (Six) Directors, out of which 1 (one)

Director is Managing Director, 1 (one) Director is an Executive Director, 1 (one) Director is Non-Executive

Non-Independent Director and 3 (three) Directors are Non-Executive Independent Directors including 1

(one) Woman Director.

None of the Directors hold directorship in more than 20 companies nor is a member of more than 10

committees or chairman of more than 5 committees across all the public limited companies in which they

are Directors.

None of the directors hold office in more than 10 public companies. None of the independent directors of

the company serve as an Independent Director in more than 7 listed companies. All Independent Directors

of the company are in compliance with the limit on independent directorships of listed companies as

prescribed under Regulation 17A of the SEBI Listing Regulations.

(a) Board Strength and representation:

As on 31st March, 2025, the Board consisted of six members. The Composition and the category of

Directors on the Board of the Company were as under:

Category Name of Director

Managing Director Mr. Bimalkumar Rajkumar Bansal

Executive Director Mr. Prashant Suresh Agarwal

Non-Executive Director Mr. Siddharth Bimal Bansal

Non-Executive Independent

Director

Mr. Saurabh Kamalkishore Agarwal

Mrs. Rachana Agarwal

Mr. Pradeepkumar Rameshkumar Goyal

(b) The Details of Directorship held by the Directors as on 31st March, 2025 and their attendance at the

Board meetings during the year are as follows:

----------------Page (37) Break----------------

Name of Directors Category* No. of

directors

hip held

in other

compani

No. of other board

committee in which

he/she is**

No. of

BM held

during

the

financial

year

No. of BM

as attended

by the

Directors

during the

FY 2024-

Attend

ance

at the

Last

AGM

No. of

Shares held

as on

31.03.2025

Chairma

Member

Mr. Bimalkumar

Rajkumar Bansal

MD/PD/

- - - 7 7 Yes 1830340

Mr. Siddharth

Bimalkumar

Bansal

PD/NED 2 - - 7 7 Yes 2004240

Mr.

Pradeepkumar

Rameshkumar

Goyal

NED/ID - - - 7 7 Yes -

Mrs. Rachana

Agarwal

NED/ID - - - 7 7 No -

Mr. Saurabh

Kamalkishore

Agarwal

NED/ID 2 - - 7 7 Yes -

Mr. Prashant

Suresh Agarwal

ED - - - 7 7 Yes 748

*PD - Promoter Director; NPD - Non-Promoter Director; ED - Executive Director; NED - Non-Executive

Director; ID - Independent Director.

**Membership / Chairman of only Audit Committee and Shareholders’ Shareholders / Investors’

Grievance Committee have been considered.

Note: All the Promoter Directors are related to each other.

During the financial year 2024-2025, 7 (Seven) Meetings of the Board of Directors were held on the

following dates:

1. 04-05-2024 2. 18-05-2024 3. 27-07-2024 4. 10-08-2024

5. 28-10-2024 6. 13-02-2025 7. 26-03-2025

(d) Disclosure of Relationships between Directors inter-se:

No other Directors are related to each other except Mr. Siddharth Bimal Bansal is a son of Mr. Bimalkumar

Rajkumar Bansal.

(e) Number of shares and convertible instruments held by non-executive Directors:

Except as disclosed below, none of the Non-Executive Directors hold any share in the Company.

Sr. No. Name of Non-Executive Director No. of Shares Held

• Siddharth Bimal Bansal 20,04,240

(f) Familiarization to Independent Directors:

The Independent Directors of the Company are familiarized with the various aspects of the Company

provided with an overview of the requisite criteria of independence, roles, rights, duties and responsibilities

of directors, terms of appointment of the Company and policies of the Company and other important

regulatory aspects as relevant for directors.

----------------Page (38) Break----------------

The Company, through its Executive Director or Manager as well as other Senior Managerial Personnel,

conducts presentations/programs to familiarize the Independent Directors with the strategy, operations and

functions of the Company inclusive of important developments in business. The details of number of

programs attended and the cumulative hours spent by an independent director are uploaded on the website

of the Company. The web link is https://rawedge.in/policies-related-to-company/.

(g) Meeting of Independent Directors:

The Company’s independent directors meet at least once in a financial year without the presence of

executive directors and management personnel to review the performance of Non-Independent Directors

and Board as whole.

The Company has devised the Policy on Familiarization Programme for Independent Director and the same

is available on the website of the Company. The web link is https://rawedge.in/policies-related-to-

company/.

During the financial year 2024-25, one meeting of Independent Director was held on 13th February, 2025.

Attendance of Directors at Independent Directors meeting held during the financial year is as under:

Name of Independent Directors Categories No. of Meeting Attended

Mr. Pradeepkumar Rameshkumar Goyal Chairman 1

Mr. Saurabh Kamalkishore Agarwal Member 1

Mrs. Rachana Agarwal Member 1

(h) Matrix highlighting core skills/expertise/competencies of the Board of Directors:

The Board of Directors has identified the following skills required for the Company and the availability of

such skills with the Board:

Essential Core skills/ expertise/

competencies required for the

Company

Core skills/ expertise/ competencies of the Board

of Directors

1. Strategic and Business Leadership in

Manufacturing of chemicals and

minerals

The Directors have eminent experience in

Manufacturing of chemicals and Minerals.

2. Finance expertise The Board has eminent business leaders with deep

knowledge of finance and business.

3. Personal Values Personal characteristics matching the Company’s

values, such as integrity, accountability and high-

performance standards.

4. Good Corporate Governance Experience in developing and implementing good

Corporate Governance practice, maintaining Board

and Management accountability, managing

stakeholder’s interest and Company’s responsibility

towards customer’s employees, supplier, regulatory

Bodies and the community in which it operates.

5. Sales and Marketing Experience in developing strategies to grow sales and

market share, build brand awareness and enhance

enterprise reputation.

All board members posses’ skills and knowledge which are required for the industry in which

Company Operates:

Director Qualification

Knowledge

about industry

Finance Sales &

Marketing

Technol

ogy

Regulato

Diversit

Leaders

hip

Bimalkumar √ √ √ √ √ √ √

----------------Page (39) Break----------------

Rajkumar

Bansal

Prashant

Suresh

Agarwal

√ √ √ √ √ √ √

Siddharth

Bimal Bansal

√ √ √ √ √ √ √

Saurabh

Kamalkishore

Agarwal

√ √ - - √ - -

Pradeepkumar

Rameshkumar

Goyal

√ √ - - √ - -

Rachana

Agarwal

√ √ - - √ - -

(i) Independent Directors confirmation by the Board:

All Independent Directors have given declarations that they meet the criteria of independence as laid down

under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015. In the opinion of the Board, the Independent Directors, fulfill the

conditions of independence specified in Section 149(6) of the Companies Act, 2013 and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015.

All the independent directors have cleared "Online Self-Assessment Test" examination with the Indian

Institute of Corporate Affairs at' Manesar'.

(j) Detailed Reasons of the resignation of an Independent Directors before expiry of his/her tenure and

confirmation by Board:

During the year under review, none of the Independent Directors has resigned.

3. AUDIT COMMITTEE

The Audit Committee of Raw Edge Industrial Solutions Limited consists of two Independent Directors

and one Executive Director (Managing Director) of the Company. All the Directors have good

understanding of finance, accounts and law. The Audit Committee also advises the Management on the

areas where internal control system can be improved. The Compliance Officer of the Company acts as the

Secretary to the Audit committee.

The Terms of reference of the Audit Committee are in accordance with all the items listed in Regulation

18(3) of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015 are as follows:

The role of the audit committee shall include the following:

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 and auditor's report thereon 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;

----------------Page (40) Break----------------

vii. Modified Opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly/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. Reviewing and monitoring 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 listed entity, 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 non-payment of declared dividends) and creditors.

18. To review the functioning of the whistle blower mechanism

19. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and

background, etc. of the candidate;

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

21. Monitoring the end use of funds raised through public offers and related matters.

22. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the

subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower

including existing loans / advances / investments existing as on the date of coming into force of this

provision

23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,

amalgamation etc., on the listed entity and its shareholders.

The Audit Committee shall mandatorily review the following:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;

3. Internal audit reports relating to internal control weaknesses; and

4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to

review by the audit committee.

5. Statement of deviations:

----------------Page (41) Break----------------

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted

to stock exchange(s) in terms of Regulation 32(1).

(b) Annual statement of funds utilized for purposes other than those stated in the offer

document/prospectus/notice in terms of Regulation 32(7).

Composition and attendance at meetings:

The Audit Committee was constituted vide resolution passed at the meeting of the Board of Directors held

on 14th February, 2018.

The Chairman of the Audit Committee is Mr. Pradeepkumar Rameshkumar Goyal and has attended all the

meetings during the financial year under review.

Name of Directors Categories Nature of Directorship

Mr. Pradeepkumar Rameshkumar Goyal Chairman Independent Director

Mrs. Rachana Agarwal Member Independent Director

Mr. Bimal Rajkumar Bansal Member Managing Director

During the financial year 2024-2025, 5 (Five) Meetings of Audit Committee was held on following

date:

1. 04-05-2024 2. 27-07-2024 3. 10-08-2024 4. 28-10-2024

5. 13-02-2025

Attendance of the Directors at the Audit Committee Meetings held during the financial year is as under:

Name of Directors Categories No. of Meeting Attended

Mr. Pradeepkumar Rameshkumar Goyal Chairman 5

Mr. Bimal Rajkumar Bansal Member 5

Mrs. Rachana Agarwal Member 5

4. NOMINATION AND REMUNERATION COMMITTEE

Your Company constituted a Nomination & Remuneration Committee to look into the matters pertaining to

remuneration of executive and non executive directors. The Nomination & Remuneration Committee was

constituted vide resolution passed at the meeting of the Board of Directors held on 14th February, 2018.

Further in terms of Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 the Committee is required to formulate a criterion for evaluation of performance of

Independent Directors and the Board of Directors. The criteria are available on the link

http://rawedge.in/investors/policies-related-to-company/.

The performance evaluation of the independent director was evaluated by the board after seeking inputs

from all the independent directors on the basis of the criteria such as participation in decision making and

rendering unbiased opinion; participation in initiating new ideas and planning of the company etc. The

board reviewed the performance of the independent directors on the basis of the criteria such as the

contribution in raising concerns to the Board, safeguarding of confidential information, rendering

independent unbiased opinion etc.

Composition of the Nomination & Remuneration Committee and attendance at Meetings:

The composition of Nomination & Remuneration Committee has been as under;

During the financial year 2024-2025, 2 (Two) meetings of the Nomination & Remuneration Committee

were held on following date:

Name of Directors Categories Nature of Directorship

Mr. Pradeepkumar Rameshkumar Goyal Chairman Independent Director

Mrs. Rachana Agarwal Member Independent Director

Mr. Saurabh Kamalkishore Agarwal Member Independent Director

----------------Page (42) Break----------------

1. 18-05-2024 2. 27-07-2024

Attendance of the Directors at the Nomination & Remuneration Committee Meetings held during the

financial year is as under:

Name of Directors Categories No. of Meeting Attended

Mr. Pradeepkumar Rameshkumar Goyal Chairman 2

Mrs. Rachana Agarwal Member 2

Mr. Saurabh Kamalkishore Agarwal Member 2

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 remuneration of the directors, key

managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall

evaluate the balance of skills, knowledge and experience on the Board and on the basis of such

evaluation, prepare a description of the role and capabilities required of an independent director. The

person recommended to the Board for appointment as an independent director shall have the

capabilities identified in such description. For the purpose of identifying suitable candidates, the

Committee may:

• use the services of an external agencies, if required;

• consider candidates from a wide range of backgrounds, having due regard to diversity; and

• consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of performance of Independent Directors and the Board;

4. 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 of Directors their

appointment and removal and shall carry out evaluation of every director’s performance.

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the

report of performance evaluation of independent directors.

6. To ensure that the relationship of remuneration to performance is clear and meets appropriate

performance benchmarks.

7. To devise a policy on Board diversity.

8. Recommend to the board, all remuneration, in whatever form, payable to senior management.

9. To ensure the policy includes the following guiding principles:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate

Directors of the quality required to run the Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance

benchmarks and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance

between fixed and incentive pay reflecting short-term and long-term performance objectives

appropriate to the working of the Company and its goals.

REMUNERATION OF DIRECTORS:

During the year, company has paid following remuneration or setting fees to the directors as follows:

Name Category Remuneration/Sitting

fees (In Rs.)

Bimalkumar Rajkumar Bansal Executive Managing Director 24,00,000/-

Sourabh Bimalkumar Bansal Non-Executive Director NIL

Siddharth Bimal Bansal Non-Executive Director NIL

Saurabh Kamalkishore Agarwal Non-Executive Independent

Director

NIL

Pradeepkumar Rameshkumar

Goyal

Non-Executive Independent

Director

NIL

Rachana Agarwal Non-Executive Independent NIL

----------------Page (43) Break----------------

Director

Prashant Suresh Agarwal

(Salary taken in capacity of

CFO)

Executive Director & CFO 24,44,769/-

The Company has adopted and implemented the Nomination and Remuneration Policy devised in

accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on the website of the

Company http://rawedge.in/investors/policies-related-to-company/.

The remuneration payable to Directors, Key Managerial Personnel and Senior Management Person will

involve a balance between fixed and incentive pay reflecting short term and long-term performance

objectives appropriate to the working of the Company and support in the achievement of Corporate Goals.

Presently the company doesn’t pay any sitting fees to its non executive director. The criteria for making

payment to the non executive director is available on the website of the Company

http://rawedge.in/investors/policies-related-to-company/.

5. STAKEHOLDERS, SHAREHOLDERS’/ INVESTOR’S GRIEVANCES COMMITTEE

Your Company has constituted a shareholder / investors grievance committee ("Stakeholders, Shareholders /

Investors Grievance Committee") to redress the complaints of the shareholders on 14th February, 2018.

The Stakeholders, Shareholder/Investors Grievance Committee shall oversee all matters pertaining to

investors of our Company. Mr. Pradeepkumar Rameshkumar Goyal is heading the Committee.

Composition of the Stakeholders, Shareholders/Investors Grievance Committee and attendance at

Meetings:

The composition of Stakeholders, Shareholders/Investors Grievance Committee has been as under;

Name of Directors Categories Nature of Directorship

Mr. Pradeepkumar Rameshkumar Goyal Chairman Independent Director

Mrs. Rachana Agarwal Member Independent Director

Mr. Bimal Rajkumar Bansal Member Managing Director

During the financial year 2024-2025, 4 (Four) meetings of Stakeholders, Shareholders’/ Investors Grievance

Committee were held on following date:

1. 04-05-2024 2. 10-08-2024 3. 28-10-2024 4. 13-02-2025

Attendance of the Directors at the Stakeholders, Shareholders’/ Investors Grievance Committee Meetings

held during the financial year is as under:

Name of Directors Categories No. of Meeting Attended

Mr. Pradeepkumar Rameshkumar Goyal Chairman 4

Mrs. Rachana Agarwal Member 4

Mr. Bimal Rajkumar Bansal Member 4

The term of reference of Stakeholders, Shareholders / Investors Grievance Committee is as below:

1. Resolving the grievances of the security holders of the listed entity 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.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services

being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of

unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices

----------------Page (44) Break----------------

by the shareholders of the company.

Name, Designation and Address of the Compliance Officer:

Mr. Harsh Vimal Soni (Ceased w.e.f. 18/05/2024)

Mr. Shaharyar Saiyad (Appointed w.e.f. 20/05/2024)

Company Secretary & Compliance Officer

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

B1-401, B Wing, Boomerang,

Chandivali Farm Road, Andheri East,

Mumbai 400072, Maharashtra

Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015; the details regarding investor’s complaints are as follows:

Status of Complaints received, resolved and pending as on 31st March, 2025.

Number of Shareholders’ Complaints pending at the beginning of the year Nil

Number of Shareholders’ Complaints received during the year Nil

Number of Shareholders’ Complaints disposed during the year Nil

Number of Shareholders’ Complaints remain unresolved during the year Nil

6. SENIOR MANAGEMENT PERSONNEL

Details of the Senior management are as follows:

Name Designation

Mr. Prashant Suresh Agarwal Chief Financial Officer

Mr. Shaharyar Saiyad Company Secretary and Compliance Officer

• Mr. Harsh Vimal Soni resigned from the post of Company Secretary and Compliance Officer w.e.f. 18th

May, 2024.

• Mr. Shaharyar Saiyad has been appointed as Company Secretary and Compliance Officer of the Company

w.e.f. 20th May, 2024.

7. GENERAL BODY MEETINGS

The details of Annual General Meetings held during the last three years are as follows:

Years Day, Date and Time Venue No. of Special

Resolutions

passed

2021-22 Friday, 16th September,

2022 At 11:00 AM

Through Video Conferencing (VC) or Other Audio

Visual Means (OAVM)

2022-23 Friday, 22nd September,

2023 At 11:00 AM

Through Video Conferencing (VC) or Other Audio

Visual Means (OAVM)

2023-24 Friday, 23rd August, 2024

At 11:00 AM

Through Video Conferencing (VC) or Other Audio

Visual Means (OAVM)

The details of Special Resolution(s) which were passed in the last three Annual General Meetings

(“AGM”) of the Company along with details of Ballot & voting pattern are as follows:

AGM Date Special Resolution

Favor Against Invalid

Ballot E- Votes Ballot E-Votes Ballot E-Votes

16th

September,

2022

Re-appointment of Mr. Saurabh

Kamalkishore Agarwal as an

Independent Director.

0 7402401 0 202 0 0

Approval of Material Related Party

Transactions

0 93598 0 245 0 7309260

----------------Page (45) Break----------------

22nd

September,

2023

Re-appointment of Mr.

Pradeepkumar Rameshkumar Goyal

(DIN:08305571) as an Independent

Director of the Company.

0 7419049 0 0 0 0

Approval of Material Related Party

Transaction(s)

0 109801 0 0 0 0

Increase in Authorised Share

Capital and Alteration to the Capital

Clause of the Memorandum of

Association.

0 7419049 0 0 0 0

To Approve ‘Raw Edge Industrial

Solutions Limited – Employee

Stock Option Plan 2023.

0 7419049 0 0 0 0

NAME AND ADDRESS OF SCRUTINIZER OR THE PERSON WHO CONDUCTED THE

REMOTE EVOTING AND BALLOT EXERCISE:

CS Ranjit Binod Kejriwal

Practicing Company Secretary,

1, Aastha, 2/906, Hira Modi Sheri,

Opp. Gujarat Samachar Press,

Sagrampura, Ring Road,

Surat – 395002, Gujarat.

Email: rbksurat@gmail.com

Ph: 0261-2331123

8. EXTRA- ORDINARY GENERAL MEETING:

During the financial year 2024–25, no Extra-Ordinary General Meeting (EGM) of the Company was

held.

9. POSTAL BALLOT:

During the financial year 2024-25, no resolution was passed through postal ballot process.

10. MEANS OF COMMUNICATION

Financial Results:

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED believes in publishing all the financial information

to stakeholders within the stipulations provided under the law. During the year, Company has declared all

financial results within the timeline provided under the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

Yearly/Half yearly/Quarterly financial results: The Yearly/Half yearly/Quarterly financial results of the

Company are normally published in website of the Company i.e. on http://rawedge.in/. Financial results for

the year 2024-2025 have been submitted to stock exchange within stipulated timelines from the conclusion

of board meeting in which financial results have been approved. During the year, following quarterly, half

yearly and yearly financial results have been submitted on BSE portal

Period of Financial Results Date

Unaudited Financial Results for the quarter ended 30th

June, 2024

10th August, 2024

Unaudited Financial Results for the quarter and half

year ended 30th September, 2024

28th October, 2024

Unaudited Financial Results for the quarter and nine

months ended 31st December, 2024

13th February, 2025

----------------Page (46) Break----------------

Audited Financial Results for the quarter and year

ended 31st March, 2025

27th May, 2025

News Release/ Presentation made to the Investors: All the Press Release and the presentation made to

Institutional Investor/ Analysts are uploaded on the official website of the company http://rawedge.in/

Website: Company’s official website http://rawedge.in/ contains separate tab “Investor Relations” for

investors, in which notices of the Board Meetings, Annual Reports, Investor Presentations, Shareholding

Pattern and other announcements made to stock exchange are displayed in due course for the shareholders

information.

Email IDs for investors: The Company has formulated separate email id cs@rawedge.in for investor

service, investor can also contact share Registrar and Transfer Agent (RTA) of the Company on their email

id investor@bigshareonline.com and the same is available on website of the Company http://rawedge.in/

SEBI SCORES: For investor compliant redressal SEBI has developed SCORES platform in which investor

can lodged any complaint against the Company for any grievance. The Company also uploads the action

taken report in the SCORES platform for redressal of investor complaint.

11. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting 21st Annual General Meeting

Date, Time and Venue 29th August, 2025 at 04.00 P.M. Through Video Conferencing (VC) or

Other Audio Visual Means (OAVM) (deemed venue of the AGM would be

the registered office of the Company).

Financial Year The financial year of the company is From 01st April, 2024 to 31st March,

2025.

Listed on Stock Exchanges BSE Limited, P.J. Towers, Fort, Mumbai and Annual listing fees for the

financial year 2024-2025 were paid to BSE Limited timely.

Scrip Code / ID 541634 / RAWEDGE

ISIN INE960Z01014

No. of paid-up shares 1,00,58,400 Equity Shares

NAME OF THE STOCK EXCHANGE

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai – 400 001

Tel. : 022-22721233/4,

Fax : 022-22721919

IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTOR’S REPORT

SHALL EXPLAIN THE REASON THERE OF: Not Applicable

Registrar & Transfer Agents:

Bigshare Services Private Limited

Office No S6-2, 6th Floor, Pinnacle Business Park,

Next to Ahura Centre, Mahakali Caves Road,

Andheri (East), Mumbai-400093, Maharashtra.

Telephone: 022-62638200

Email: investor@bigshareonline.com

Website: www.bigshareonline.com

SHARE TRANSFER SYSTEM:

The Company’s shares are compulsorily traded in dematerialized mode. The dematerialized shares are

transferable through the depository system. The power of share transfer has been delegated to the designated

officials of Registrar & Transfer Agent of the Company, Bigshare Services Private Limited. The Registrar

& Transfer Agent processes the share transfers within a period of fifteen days from the date of receipt of the

transfer documents.

----------------Page (47) Break----------------

The Company has carried out Quarterly Secretarial Audit for Reconciliation of Share Capital Audit as

required under SEBI circular no. 16 dated 31st December, 2002.

INVESTOR HELPDESK

Shareholders/Investors can also send their queries through e-mail to the Company at cs@rawedge.in. This

designated e-mail has also been displayed on the Company’s website http://rawedge.in/ under the section

Investor contact.

COMPLIANCE OFFICER

Mr. Shaharyar Saiyad (Appointed w.e.f. 20/05/2024)

Company Secretary & Compliance Officer

Mr. Harsh Vimal Soni (Ceased w.e.f. 18/05/2024)

Company Secretary & Compliance Officer

DISTRIBUTION OF SHAREHOLDINGS AS ON 31ST MARCH, 2025:

Share Holding of

Nominal

Number of

Shareholders

Percentage of

Total

Shares Percentage of

Total

1 – 500 1538 82.73 137423 1.37

501-1000 106 5.70 87613 0.87

1001 – 2000 99 5.33 155391 1.54

2001 – 3000 19 1.02 50711 0.50

3001 – 4000 15 0.81 55564 0.55

4001 - 5000 9 0.48 43020 0.43

5001 – 10000 23 1.24 159781 1.59

10001 - 10058400 50 2.69 9368897 93.15

Total 1859 100.00 10058400 100.00

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

As on 31st March, 2025, total of 1,00,58,400 equity shares equivalent to 100% of the total issued, subscribed

and paid-up equity share capital of the Company were in dematerialized form. The equity shares of the

company are traded on the Main Board of BSE Limited as at 31st March, 2025.

NOMINATION FACILITY

It is in the interest of the shareholders to appoint nominee for their investments in the Company.

OUTSTANDING GDRS/ADRS/WARRANTS/ANY OTHER CONVERTIBLE INSTRUMENTS

The Company does not have any outstanding instruments of the captioned type.

DETAILS OF DIVIDEND: The Company has not declared dividend in the past.

DETAILS OF UNPAID DIVIDEND: There is no unpaid dividend amount outstanding during the year.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES: Nil

PLANT LOCATION

Old Block No. 186, New Block No. 175,

Near GIDC, Panoli Water tank,

At Post: Nana Borsara, Taluka: Mangrol,

District: Surat-394125.

Category Total

Shareholders

No of Shares held Shareholding %

Promoter & Promoter

Group

7 7501360 74.58

Corporate Bodies 14 389554 3.87

Public 1838 2167486 21.55

Total 1859 10058400 100.00

----------------Page (48) Break----------------

ADDRESS FOR CORRESPONDENCE:

(a) Registrar & Transfer Agents: (b) Registered Office:

Bigshare Services Private Limited

Office No S6-2, 6th Floor, Pinnacle Business Park,

Next to Ahura Centre, Mahakali Caves Road,

Andheri (East), Mumbai-400093, Maharashtra

Email: investor@bigshareonline.com

Website: www.bigshareonline.com

Ph: No. 022-62638200

Fax: 022-62638299

Raw Edge Industrial Solutions Limited

B1-401, B Wing, Boomerang,

Chandivali Farm Road, Andheri East,

Mumbai-400072, Maharashtra

Email: cs@rawedge.in

Website: http://rawedge.in/

Phone No. +91-7226996805

CREDIT RATING: NIL

12. DISCLOSURES

DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL

STATEMENT

In preparation of the financial statements, the Company has followed the Indian Accounting Standards (Ind

As) issued under the supervision of Accounting Standards Board (ASB). The significant accounting policies

which are consistently applied have been set out in the Notes to the Accounts.

RISK MANAGEMENT

The Company has to frame a formal Risk Management Framework for risk assessment and risk

minimization to ensure smooth operation and effective management control. The Audit Committee has to

review the adequacy of the risk management framework of the Company, the key risks associated with the

business and to measure the steps to minimize the same.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Conduct for regulating, monitoring and reporting of Trading by

Insiders in accordance with the requirement of SEBI (Prohibition of Insider Trading) Regulations, 2015 and

the Companies Act, 2013.

MATERIAL SUBSIDIARY

The Company does not have any material subsidiary.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing

regulations, confirming that none of the Directors on the Board of the company has been debarred or

disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate

Affairs or any such statutory authority. The certificate is enclosed as Annexure X.

COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING

COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE

GOVERNANCE:

The Compliance Certificate on corporate Governance for the Year ended 31st March, 2025, issue by M/s.

Pradeep K. Singhi & Associates, Statutory Auditors of the Company forms part of the Corporate

Governance Report. The certificate is enclosed as Annexure XI

WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and

employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the

Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against

victimization of employees who avail of the mechanism and also provides for direct access to the Chairman

of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the

Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at

https://rawedge.in/policies-related-to-company/ .

RELATED PARTY TRANSACTION

----------------Page (49) Break----------------

The list of related party transactions entered by the Company during the year is mentioned in note no. 3 of

Related Party Disclosure of the financial statement. All related party transactions are monitored by Audit

Committee of the Company. Company’s policy on related party transaction is available on below link:

https://rawedge.in/policies-related-to-company/ .

FEES TO STATUTORY AUDITOR

Total fees paid by the company to the Statutory Auditor as mentioned below:

Amount in Rs.

Payment to Statutory Auditor FY 2024-2025 FY 2023-2024

Audit Fees 25,000 25,000

Other professional fees 2,75,000 2,75,000

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The details of complaints filed; disposed & pending are given below:

Number of Complaints during the year: NIL

Number of Complaints disposed of during the year: Not Applicable

Number of Complaints pending as on end of the financial year: Not applicable

STATUTORY COMPLIANCE, PENALTIES AND STRICTURES

The Company has complied with the requirements of the Stock Exchanges / Securities and Exchange Board

of India (SEBI) / and Statutory Authorities to the extent applicable, the company’s shares are listed on the

BSE SME platform from 18th July, 2018, and migrated from SME platform of BSE Ltd. to Main Board of

BSE Ltd. w.e.f. 12th July, 2021 and accordingly no penalties have been levied or strictures have been

imposed on the Company on any matter related to capital markets during the year.

MANDATORY & NON-MANDATORY REQUIREMENTS

The Company has complied with all the mandatory requirements of Corporate Governance and endeavors

to adopt good corporate governance practices which help in adoption of non-mandatory requirements.

DETAILS OF UTILIZATION OF FUNDS THROUGH PREFERENTIAL ALLOTMENT OR

QUALIFIED INSTITUTIONS PLACEMENT:

During the year, the Company has not raised funds through Preferential Allotment or Qualified Institutions

Placements.

NON-ACCEPTANCE OF RECOMMENDATION OF ANY COMMITTEE:

During the year under review, all recommendations made by the committee(s) of the board which were

mandatorily required have been accepted by the board.

DISCLOSURE BY LISTED ENTITY AND ITS SUBSIDIARIES OF ‘LOANS AND ADVANCES IN

THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE

INTERESTED BY NAME AND AMOUNT’: Nil

UPDATE E-MAILS FOR RECEIVING NOTICE/DOCUMENTS IN E-MODE

The Ministry of Corporate Affairs (MCA) has through its circulars issued in 2011, allowed service of

documents by companies including Notice calling General Meeting(s), Annual Report etc. to their

shareholders through electronic mode. This green initiative was taken by MCA to reduce paper

consumption and contribute towards a green environment. As a responsible citizen, your company fully

supports the MCA’s endeavor.

In accordance of the same, your company had proposed to send Notice calling General Meetings, Annual

Report and other documents in electronic mode in future to all the shareholders on their email addresses. It

was also requested to inform the Company in case the shareholders wish to receive the above documents in

physical form. Accordingly, the Annual Report along with Notice will be sent to the shareholders in

electronic mode at their email addresses.

----------------Page (50) Break----------------

The shareholders may register their email addresses with their Depository through Depository Participant.

UPDATE YOUR CORRESPONDENCE ADDRESS/ BANK MANDATE/PAN/ EMAIL ID

Shareholder(s) holding shares in dematerialized for are requested to notify changes in Bank details/ address/

email ID directly with their respective DPs.

QUOTE FOLIO NO. / DP ID NO.

Shareholders/ Beneficial owners are requested to quote their DP ID no. in all the correspondence with the

Company. Shareholders are also requested to quote their Email ID and contact number for prompt reply to

their correspondence.

13.DISCRETIONARY REQUIREMENTS

THE BOARD

The Chairman of the Company is an Executive Director.

SHAREHOLDER RIGHTS

Quarterly, half yearly and yearly declaration of financial performance is uploaded on the website of the

company http://rawedge.in/investors/financial-results/ as soon as it is intimated to the stock exchange.

MODIFIED OPINION(S) IN AUDIT REPORT

Standard practices and procedures are followed to ensure unmodified financial statements.

REPORTING OF INTERNAL AUDITOR

The Company has appointed M/s. Aditya A Garg & Associates, Chartered Accountant as an Internal

Auditor of the company for financial year 2024-25. The Internal Auditor reports to the Audit Committee

periodically with Internal Audit Report prepared on annual basis. The Internal Auditors has reported

directly to the Audit Committee of the Company.

14.THE DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE

REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-

REGULATION (2) OF REGULATION 46

The company has complied with the provisions of regulation 17 to 27 and clauses (b) to (i) of sub-

regulation (2) of regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,

2015.

DECLARATION

All the Members of the Board of Directors of the Company and Senior Management Personnel have affirmed

compliance with the Code of Conduct for the financial year ended 31st March, 2025 as applicable to them as

laid down in SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 with the code of

conduct of Board of directors and senior management.

Date: 01/08/2025 For Raw Edge Industrial Solutions Limited

Place: Surat

Sd/- Sd/-

Bimalkumar Rajkumar Bansal Prashant Suresh Agarwal

Managing Director Director & CFO

(DIN: 00029307) (DIN: 10394966)

----------------Page (51) Break----------------

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the

Management Discussion and Analysis Report (MDAR) is structured as follows:

•Market Trend & Economy

•Opportunities & Threats

•Segment-wise or product-wise performance

•Overview & Outlook

•Risk and Concerns

•Internal Control System

•Financial and operational performance

•Material Development in Human Resources

Some Statements in this discussion may be forward looking. Future performance may however differ from

those stated in the management discussion and analysis on account of various factors such as changes in

Government regulations, tax regimes, impact of competition, etc.

MARKET TREND & ECONOMY

GLOBAL PRODUCTION OF LIME:

Below table shows country wide world production of Quicklime and hydrated lime, including dead-burned

dolomite.

Quantity in 000 tonnes

Country' Name 2023 2022 2021 2020 2019 2018

China 3,10,000 3,10,000 3,10,000 3,00,000 3,00,000 3,00,000

USA 17,000 17,000 17,000 16,000 18,000 18,000

India 16,000 16,000 16,000 16,000 16,000 16,000

Russia 11,000 11,000 11,000 11,000 11,000 11,100

Japan 6,200 7,000 7,000 7,300 7,600 7,580

Brazil 8,300 8,400 8,100 8,100 8,400 8,300

Germany 5,900 5,600 7,100 7,100 7,100 7,000

Italy 3,500 3,600 3,500 3,500 3,600 3,600

South Korea 5,100 5,200 5,200 5,200 5,200 5,200

Ukraine 2000 2000 2,300 2,200 2,100 2,100

Turkey 4,600 4,800 4,700 4,600 4,700 4,700

Limestone reserves are adequate for most of the countries. China is consistently the largest producer of Lime as

can be seen in above table. India is the 3rd largest country in the World in terms of production according to data

released by U.S. Geological Survey, Mineral Commodity Summaries. All these countries produce adequate

quantity of lime for their own consumption.

According to experts, strongest annual growth of lime is expected to come from China, India, US and other

developing countries.

As per publicly available data from reliable sources such as the United States Geological Survey (USGS) and

global market research reports, the latest country-wise lime production data is available only up to the year

2023.

Hence, the table could not be updated for the years 2024 and 2025.

Annexure II

----------------Page (52) Break----------------

GROWTH OF INDIAN ECONOMY

The GDP growth estimate for FY 2024–25 stands at 6.5%, reflecting a healthy yet moderated pace compared to

the strong 7.6% growth recorded in the previous fiscal year. While this indicates a cooling from the previous

year's momentum, India continues to maintain its status as the fastest-growing major economy in the world.

A robust 7.4% growth in Q4 FY25 further highlights the resilience of the Indian economy despite global

headwinds and geopolitical uncertainties.

The government has continued its focus on infrastructure-led growth by maintaining a capital expenditure

outlay of ₹11.11 lakh crore, equivalent to 3.4% of the GDP. This sustained investment in capital assets

signals a long-term commitment to economic development. It is expected to boost infrastructure creation,

stimulate private investment, generate employment, and enhance productivity across core sectors of the

economy.

Asian economies such as India, China, Japan, and South Korea remain heavily dependent on oil imports.

Consequently, any prolonged disruptions in global shipping routes or volatility in crude oil prices can

significantly impact these economies. Rising oil prices pose an upside risk to inflation, potentially eroding

consumer purchasing power and increasing operational costs for businesses.

This inflationary pressure creates a policy dilemma for central banks, as they must balance the need to contain

inflation with the imperative to support economic growth. Therefore, the intricate linkages between global

supply chains, oil price fluctuations, inflation, and interest rate policies continue to shape the macroeconomic

outlook for oil-importing nations in Asia, including India.

The global growth outlook for the coming years, as per the estimates, shows a gradual improvement but remains

below historical averages. Here are the key points:

1. Global Growth Estimates: The outlook for 2025 has been revised upward to approximately 3.0 %,

primarily boosted by improved performance in the United States, China, and key emerging

economies, along with a more favorable global trade and financial environment. The IMF further

forecasts a modest uptick to 3.1 % growth in 2026.

2. Comparison with Historical Average: The projected growth rates for 2025 and 2026 are below the

historical average of 3.8% observed during 2000-2019. This divergence is attributed to several factors:

o Monetary Policy Normalization: In 2025, many central banks have either paused or gradually

reversed earlier interest rate hikes, following signs of easing inflation. However, tight financial

conditions persist, especially in emerging markets, potentially constraining investment and

growth.

o Reduced Fiscal Space: Governments across both advanced and developing economies have

significantly scaled back pandemic-era fiscal support, and high public debt levels are limiting

the scope for expansionary spending, thereby weighing on short- to medium-term growth

prospects.

o Weak Productivity Momentum: Despite advancements in digitalization and AI integration,

underlying productivity growth remains subdued in many economies due to structural

rigidities, skills mismatches, and limited capital deepening, affecting long-term economic

potential.

3. Advanced Economies Outlook: In 2025, advanced economies are projected to witness a gradual

recovery, following subdued growth in the previous year. The euro area, which faced weak economic

activity and near-zero growth in 2024, is expected to rebound modestly, supported by improved

demand and easing inflation. In contrast, the United States, after stronger-than-expected growth in

2024, is likely to experience a moderation in its expansion rate, as the effects of earlier monetary

tightening and fiscal consolidation begin to take hold..

While growth forecasts for several major economies have been revised upward for 2025, the global growth

trajectory remains below pre-pandemic averages, reflecting lingering structural challenges such as moderate

productivity growth, geopolitical tensions, and the long-term impact of tighter monetary and fiscal policies.

----------------Page (53) Break----------------

Emerging market and developing economies (EMDEs) are expected to maintain stable growth through 2025

and 2026, with growth driven by domestic demand, resilient services sectors, and improving external

conditions. However, regional disparities persist, as commodity-exporting nations may benefit from price

upticks, while others remain vulnerable to capital flow volatility and external debt pressures. Here are the key

insights:

1. Stable Growth Outlook: Emerging market and developing economies are projected to sustain a stable

and resilient growth trajectory through 2025 and 2026, supported by strong domestic demand,

expanding services sectors, and gradual easing of global financial conditions. Despite persistent global

uncertainties—such as geopolitical tensions, fluctuating commodity prices, and capital flow risks—

these economies continue to demonstrate robust economic activity and are expected to remain the

primary contributors to global growth over the medium term

2. Regional Differences: There are notable regional differences in growth prospects:

o Asia: The region remains the primary engine of global growth, with India and select Southeast

Asian economies leading the momentum, supported by strong domestic demand, investment in

digital infrastructure, and continued structural reforms. China’s growth, while moderating, is

projected to remain stable amid policy support and a gradual rebalancing of the economy..

o Latin America: Growth remains uneven across the region. Countries such as Mexico and

Brazil are witnessing modest recoveries, while others face persistent challenges related to

inflation, fiscal imbalances, and political uncertainty, which may constrain their medium-term

outlook.

o Africa: Sub-Saharan Africa is expected to grow at a moderate pace, with momentum driven by

public investment, agriculture, and infrastructure expansion. However, debt sustainability

concerns, climate-related shocks, and security issues in some regions could weigh on overall

performance.

o Middle East: Economic outcomes in the Middle East are closely tied to oil market dynamics,

with oil-exporting nations benefiting from stable prices. Efforts to diversify into non-oil sectors,

particularly in Saudi Arabia and the UAE, continue to shape long-term economic resilience.

o Central and Eastern Europe: Growth in this region is projected to be moderate, supported by

EU integration, foreign direct investment, and manufacturing exports. However, the outlook is

subject to risks stemming from geopolitical tensions and energy market volatility.

3. Policy Implications: In 2025, policymakers across advanced and emerging economies are expected to

prioritize strengthening economic resilience in the face of persistent global uncertainties. Focus areas

include enhancing fiscal sustainability, managing inflationary pressures, and rebuilding monetary policy

space following years of accommodative stances.

In summary, while emerging market and developing economies (EMDEs) are projected to maintain stable

growth through 2025 and into 2026, the growth outlook remains uneven across regions. These variations are

shaped by domestic economic fundamentals, policy responses to inflation and debt pressures, and exposure to

external shocks such as commodity price volatility, global interest rate trends, and geopolitical developments.

Regions with strong fiscal frameworks, diversified economies, and robust domestic demand—such as parts of

Asia and Sub-Saharan Africa—are better positioned to sustain momentum. In contrast, economies facing high

debt burdens, structural bottlenecks, or political uncertainty may see slower recoveries and heightened

vulnerability to global financial conditions.

OPPORTUNITIES & THREATS

In the evolving landscape of the Indian economy in 2025, marked by a strong focus on infrastructure

development, manufacturing competitiveness, and global integration, your company continues to find its

greatest opportunity in delivering value-added, high-quality lime products with precision, responsiveness, and

superior service. These core strengths remain pivotal to the company’s sustained growth and reputation.

The lime industry’s growth outlook remains promising, driven by robust demand across multiple core sectors

including Steel & Iron, Water and Wastewater Treatment, Chemical Processing, Pharmaceuticals, Paper &

Pulp, and Construction. The Government’s continued capital expenditure outlay of ₹11.11 lakh crore (3.4% of

GDP) in FY 2024–25 underlines the potential for infrastructure-led industrial expansion, directly benefiting

lime consumption.

----------------Page (54) Break----------------

Your company is well-aligned with India’s broader economic agenda, navigating increased competition and

striving to integrate advanced technologies and operational excellence across its production and delivery

systems. Despite operating within the limitations of finite resources, your company continues to innovate and

adapt, reinforcing its competitive edge.

On the other hand, the lime industry faces persistent environmental challenges, particularly in managing

emissions, sludge, and dust in compliance with tightening regulations. Additionally, global competition from

low-cost international players and volatility in energy and raw material prices pose operational and margin

pressures.

However, India’s abundant reserves of high-grade limestone, coupled with the rising recognition of Indian lime

products in global markets, open avenues for export-led growth and increased foreign exchange earnings.

To capitalize on these opportunities and mitigate emerging threats, the company is committed to sustainability,

strategic planning, and the adoption of eco-friendly technologies, thereby reinforcing its leadership position in

the lime industry and contributing meaningfully to India’s industrial growth in 2025 and beyond.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

F.Y. Hydrated Lime Others Transportation Revenue Total

2024-25 36,04,68,966 5,18,79,092 3,58,78,604 44,82,26,662

% 80.43 11.57 8.00 100%

OVERVIEW & OUTLOOK

The Company maintains a highly competitive edge through meticulous selection of raw materials sourced from

high-quality limestone. This strategic focus enables the Company to consistently produce superior materials that

meet the exacting requirements of its customers. Emphasizing long-term customer satisfaction and support has

been a cornerstone of the Company's operations for years.

The Company continues to capitalize on inherent opportunities, such as producing hydrated lime, quick lime,

lime fines, and other value-added products, with a positive outlook for achieving robust outcomes.

Efforts to enhance product diversity and expand customer segments have significantly bolstered margins across

all product lines. By enhancing operational capabilities and targeting value-added offerings, the Company has

successfully catered to niche markets and strengthened its customer base. These initiatives have mitigated the

impact of lower volumes to a certain extent.

Vigilant management of receivables and inventories has safeguarded the Company against potential losses from

bad debts or inventory write-offs. Furthermore, focused efforts on optimizing working capital management have

resulted in prudent reductions in inventory levels, receivables, and payables through rigorous control measures.

RISK AND CONCERNS

The Company has established a well-defined process of risk management, wherein the identification, analysis

and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk

mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks

associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of

such risks on the operations of the Company.

Various activities undertaken to achieve the goals make the Company susceptible to various risks. It has to be

recognized that risks are not merely the hazards to be avoided but, in many cases, offer opportunities which

create value ultimately leading to enhancement of shareholders' wealth, and ensuring sustainability of

operations.

----------------Page (55) Break----------------

INTERNAL CONTROL SYSTEM

The Company has in place an adequate system of internal control commensurate with its size and nature of its

business. These have been designed to provide reasonable assurance that all assets are safeguarded and

protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded and

reported correctly and the business operations are conducted as per the prescribed policies and procedures of the

Company. The Audit committee and the management have reviewed the adequacy of the internal control

systems and suitable steps are taken to improve the same.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFOMRMANCE

We are already excelling in area of manufacturing lime and also endeavouring in allied activities. The coming

few years will be exciting and challenging at the same and your company will continue to strive for excellence

with economic value addition. Your Company has recorded total income of Rs. 44,82,96,662/-, Net Loss for the

Financial Year stood at Rs. 1,03,91,056/- and recorded an EBIDTA of Rs. 3,07,53,173/- as standalone basis for

the financial year as on 2024-25.

Financial performance of the Company for Financial Year 2024-2025 is summarized below:

(Figure in rupees)

Particulars 2024-2025* 2023-2024*

Revenue from operations 44,78,26,923 44,96,79,800

Other Income 4,69,739 2,57,899

Total income 44,82,96,662 44,99,37,699

Profit before tax and Exceptional items (34,84,193) (75,41,284)

Exceptional items - -

Profit/ (Loss) before tax (34,84,193) (75,41,284)

Less: Tax Expenses

- Current Tax

- Deferred Tax

- Income tax of Previous years

69,06,863

(16,84,655)

Net Profit/ (Loss) For the Year (1,03,91,056) (58,56,629)

* Figures regrouped wherever necessary.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

Our Company firmly believes that its human resources are the key enablers for the growth of the Company and

important asset. Hence, the success of the Company is closely aligned to the goals of the human resources of the

Company. Taking into this account, your Company continued to invest in developing its human capital and

establishing its brand on the market to attract and retain the best talent. The company has over 50+ employees,

skilled and unskilled combined, who are proficient and carry rich experience. Employee relations during the

period under review continued to be healthy, cordial and harmonious at all levels and your Company is

committed to maintain good relations with the employees.

SIGNIFICANT CHANGES

(1) Debtors Turnover

Debtors turnover ratio changed to 3.17 times of Revenues in FY.25 from 2.62 times of Revenues in FY.24.

(2) Inventory Turnover

Inventory turnover ratio stood at 3.29 in FY.25 as compared to 3.34 in FY.24.

(3) Interest Coverage Ratio

Interest coverage ratio stood at 0.79 in FY.25 as compared to 0.65 in FY.23.

(4) Current Ratio

Current Ratio stood at 1.44 in FY.25 as compared to 1.61 in FY.24.

(5) Debt Equity Ratio

----------------Page (56) Break----------------

Debt Equity Ratio stood at 0.89 in FY.25 as compared to 1.06 in FY.24.

(6) Operating Profit Margin (%)

Operating profit margin has decreased from 3.07% of revenues in FY.24 to 2.89% of revenues in FY.25.

(7) Net Profit Margin (%)

Net profit margin (PAT) has stood at -0.02 of revenues in FY.25 and -0.01 of revenues in FY.24. There is a

variance of 78% in net profit ratio due to effect of deferred tax.

RETURN ON NET WORTH AS COMPARED TO IMMEDIATELY PREVIOUS FINANCIAL YEAR

ALONG WITH A DETAILED EXPLANATION THEREOF

Return on net worth has decreased at -4.98% in FY.25 as compared to -2.68% in FY.24.

Non-recurring expenses and broader economic conditions, such as inflation and geopolitical factors impacted

the company's net income relative to its net worth, resulting in a decline in RONW. These factors collectively

illustrate common industry dynamics affecting profitability in the mining and minerals sector.

CAUTIONARY STATEMENT

The report may contain certain statements that the Company believes are, or may be considered to be "forward

looking statements" that describe our objectives, plans or goals. All these forward looking statements are

subject to certain risks and uncertainties, including but not limited to, government action, economic

development and risks inherent in the Company's growth strategy and other factors that could cause the actual

results to differ materially from those contemplated by the relevant forward looking statements.

Date: 01/08/2025 For Raw Edge Industrial Solutions Limited

Place: Surat

Sd/- Sd/-

Bimalkumar Rajkumar Bansal Prashant Suresh Agarwal

Managing Director Director & CFO

(DIN: 00029307) (DIN: 10394966)

----------------Page (57) Break----------------

Annexure III

The Disclosures pertaining to remuneration as required under section 197(12) of the Companies Act,

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

Amendment rules, 2016 are as under:

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company

Secretary during the financial year 2024-2025, ratio of the remuneration of the employees of the

Company for the financial year 2024-2025 and the comparison of remuneration of each Key Managerial

Personnel (KMP) against the performance of the Company are as under:

Sr. No. Name of Director/KMP and

Designation

Remuneration of

Director/KMP

for F.Y. 2024-

2025

(in Rupees)

% Increase in

Remuneration

in the F.Y. 2024-

2025

Ratio of

Remuneration

of each Director/

to median

remuneration of

employees

1. Mr. Bimal Rajkumar Bansal

Managing Director

24,00,000 NIL 6.25:1

2. Mr. Siddharth Bimalkumar

Bansal

Non-Executive Director

NIL NIL NIL

3. Mrs. Rachana Agarwal

Independent Woman Director

NIL NIL NIL

4. Mr. Saurabh Kamalkishore

Agarwal

Independent Director

NIL NIL NIL

5. Mr. Pradeepkumar

Rameshkumar Goyal

Independent Director

NIL NIL NIL

Mr. Prashant Suresh Agarwal

Director

NIL NIL NIL

Mr. Prashant Suresh Agarwal

Chief Financial Officer

24,44,769 49.53 NA

8. Mr. Harsh Vimal Soni #

(Company Secretary and

Compliance officer)

79,581 - NA

9. Mr. Shaharyar Saiyad*

(Company Secretary and

Compliance officer)

4,24,887 - NA

*Directorship/Employment is for part of the period, either in current year or in previous year. Hence,

percentage increase in remuneration is not provided.

#Ceased w.e.f. 18/05/2024

----------------Page (58) Break----------------

(ii) Names of the top ten employees in terms of remuneration drawn from the Company in the financial year

2024-2025:

(iii) The median remuneration of employees of the Company during the Financial Year was Rs. 32,008/-

(Based on remuneration of March 2025). In the financial year, the median remuneration of employees has

increased by 8.64% as compared to previous year.

(iv) There were 56 permanent employees on the rolls of the Company as on 31st March, 2025.

S N Name Remunerati

Qualificatio

ns and

Experience

Date of

Appointme

Age

yea

Particulars

of Last

Employmen

Nature

Relativ

% of

Equity

1 Prashant

Suresh

Agarwal

(More than

10 Years)

24,44,769 14.02.2018 38 Pipaliya

Shinghal &

Associates

- 0.007%

2 Bimal

Rajkumar

Bansal

Bachelor of

Arts

(Experienc

e of more

than 30 Yrs

in the fields

of Textile,

Chemicals,

Minerals

and related

businesses)

24,00,000 22.10.2012 65 - Father

of Mr.

Siddha

rth

Bimal

Bansal

18.20%

3 Asit Mishra MBA

(22 Years)

9,86,136 18.01.2021 48 Yadada

Communic

ation Pvt.

Ltd.

- -

4 Bhavin

Natvarbhai

Patel

MBA

(13 Years)

9,55,587 15.10.2015 48 Mastermin

d Training

Consultanc

- -

5 Chanchal

Chauhan

(4 Years)

8,30,578 01.06.2022 31 Rajesh

Bahuwala

Financial

Services

- -

6 Manohar

Kumar

Thakur

BE-

Mechanical

(15 Years)

7,93,276 20.01.2020 36 Ultratech

Cement

- -

7 Jyut

Chhedilal

Gupta

Polytehcnic

Mechanical

Diploma

(12 years)

7,29,033 26.06.2013 33 - - -

8 Balveer

Singh

Naruka

(20 Years)

7,19,678 09.01.2020 42 Earth

Internation

al Pvt. Ltd.

- -

9 Surya

Prakash

Lakhotiya

SSC

(11 Years)

7,07,526 26.01.2018 34 Rajlaxmi

Chemical

- -

10 Krishna

Mohan

Gupta

BSC

(5 Years)

6,87,412 05.10.2019 39 - - -

----------------Page (59) Break----------------

(v) Average percentage increase made in the salaries of employees other than the managerial personnel in

comparison of the last financial year is 9.24%. There is no change in the managerial remuneration in

comparison to the last financial year.

(vi) Employees who are employed throughout the year and in receipt of remuneration aggregating Rs.

1,02,00,000/- (One Crore and Two Lakh Rupees) or more per year: NIL.

(vii) Employees who are employed for a part of the financial year, was in receipt of remuneration for any part

of that year, at a rate which, in the aggregate, was not less than Rs. 8,50,000/- (Eight Lakh and Fifty

Thousand Rupees) per month: NIL

(viii) Employees who are employed throughout the year or part thereof, is in receipt of remuneration in that

year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that

drawn by the Managing Director or Whole Time Director or Manager and holds by himself or along with

his spouse and dependent children, not less than two percent of the Equity Shares of the Company : NIL.

(ix) The remuneration of KMP is as per the recommendations of the Nomination & Remuneration

Committee.

(x) It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key

Managerial Personnel and other Employees.

Date: 01/08/2025 For Raw Edge Industrial Solutions Limited

Place: Surat

Sd/-

Bimalkumar Rajkumar Bansal Prashant Suresh Agarwal

Managing Director Director & CFO

(DIN: 00029307) (DIN: 10394966)

----------------Page (60) Break----------------

Annexure IV

STATEMENT ON RISK MANAGEMENT

All businesses are fraught with risk and lime industry is not different. We at RAW EDGE INDUSTRIAL

SOLUTIONS LIMITED seek to minimize the adverse impacts of all kinds of risks, thus enabling the company

to leverage market opportunities effectively and enhance long term competitive advantage. Our Risk

Management Framework involves identification, analyses, evaluation, treatment, mitigation and monitoring all

kinds of risks like strategic, external and operational risks.

Strategic risk is the risk associated with our long-term business strategies and the risks associated with the

execution of these strategies. The success of our business depends substantially on our ability to implement our

business strategies effectively. Even though we have successfully executed our business strategies in the past,

there is no guarantee that we can implement the same on time and within the estimated budget going forward, or

that we will be able to meet the expectations of our targeted clients. Changes in regulations applicable to us may

also make it difficult to implement our business strategies. Failure to implement our business strategies would

have a material adverse effect on our business and results of operations

External Risk arises out of uncontrollable factors from outside the organization like downturn in the economy,

adverse policies or regulatory framework or even natural disasters.

Operational Risk arises out of inefficiencies or negligence in the operations or system of internal controls.

These are risk associated with non-compliance with statuary requirements or policies, not following the safety

regulations, engaging in unlawful or fraudulent behavior or breaches of contractual agreement. As a company

we have checks and balances in places ensure such things don’t happen. Proper Personal Protective Equipments

are provided to all employees working on the shop floor to ensure safety. Internal and statuary audits on regular

interval put the relevant checks in place.

Date: 01/08/2025 For Raw Edge Industrial Solutions Limited

Place: Surat

Sd/-

Bimalkumar Rajkumar Bansal Prashant Suresh Agarwal

Managing Director Director & CFO

(DIN: 00029307) (DIN: 10394966)

----------------Page (61) Break----------------

Annexure V

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

CIN: L46201MH2005PLC240892

B1-401, B Wing, Boomerang, Chandivali Farm Road,

Andheri East, Mumbai 400072

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to

good corporate practices by M/s. Raw Edge Industrial Solutions Limited, (hereinafter called the “company”).

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate

conducts/statutory compliances and expressing my opinion thereon.

Based on my verification on test check basis of the M/s. Raw Edge Industrial Solutions Limited’s books,

papers, minute books, forms and returns filed and other records maintained by the company and also the

information provided by the Company, its officers, agents and authorized representatives during the conduct of

secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the

financial year ended on 31st March, 2025 complied with the statutory provisions listed hereunder and also that

the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and

subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s.

Raw Edge Industrial Solutions Limited for the financial year ended on 31st March, 2025 according to the

provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’) to the extent applicable during the year: -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018; the regulation is not applicable during the Financial Year 2024-25

d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021;

e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)

Regulations, 2021; the regulation is not applicable during the Financial Year 2024-25

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client; the regulation is not

applicable during the Financial Year 2024-25

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; the

regulation is not applicable during the Financial Year 2024-25 and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; the regulation

is not applicable during the Financial Year 2024-25

----------------Page (62) Break----------------

vi. Other Laws Specifically Applicable to Company:

a. Income Tax Act, 1961

b. Goods and Service Tax Act, 2017 and other indirect taxes

c. Labour Laws

d. The Water (Prevention and Control of Pollution) Act, 1974

e. The Air (Prevention and Control of Pollution) Act, 1981

f. The Environment (Protection) Act, 1986

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards with regard to the Meeting of Board of Directors (SS-1) and General Meetings (SS-2)

issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with BSE Limited Stock Exchange of India and SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

During The year under review, the company has generally complied with the provisions of the act, rules,

regulations and guidelines mentioned above subject to the following observation:

• Delay in filing Statement of Impact of Audit Qualifications or Declaration of unmodified audit report in

XBRL Mode.

• Name of two promoters, Siddharth Bimalkumar Bansal HUF and Sourabh Bimalkumar Bansal HUF holding

NIL shares were inadvertently missed out and 748 shares held by Mr. Prashant Suresh Agarwal, Director

and Chief Financial Officer of the company were reflected in “Resident Individual” category instead of

“Key Managerial Personnel” category in the shareholding pattern filed on 12.04.2025 for the quarter ended

31.03.2025.

• Delay in filing disclosure in respect imposition of penalty of Rs. 10,61,46,804/- by Additional Commissioner,

CGST & CE, Surat Commissionerate vide order dated 03.02.2025.

• Remuneration withdrawn by Mr. Prashant Suresh Agarwal (DIN: 10394966), Director and Chief Financial

Officer (CFO) during the financial year 2024-25 exceeded the limits prescribed under Section 197 of the

Companies Act, 2013 by Rs. 8.44 Lakhs.

• No expense has been recognized in the Statement of Profit and Loss for the year ended March 31, 2025, in

respect of options granted under ESOP 2023 as required under Ind AS 102. As per the terms of the scheme,

the vesting period is scheduled from end of 1-year up to the end of 11th year from the grant of options. The

vesting period shall be determined by the Board based on the achievement of certain performance

conditions. As of the reporting date, no performance conditions have been framed by the board, leading to

inconclusive vesting period; accordingly, the management of the company has contended that it is not

possible to record any expense due to uncertainty of vesting of ESOPs.

I further report that, based on the information provided by the company, its officers and authorised

representative during the conduct of the audit, and also on the review of reports by CS/CFO and Statutory

Auditor of the company, in my opinion, adequate systems and processes and control mechanism exist in the

company to monitor and ensure compliance with applicable general laws.

I further report that, the compliance by the company of applicable financial laws, like direct and indirect tax

laws and other acts as mentioned in point (vi), has not been reviewed in this audit since the same have been

subject to review by statutory financial audit and other designated professionals.

I further report that, the Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of

the Board of Directors, if any that took place during the period under review were carried out in compliance

with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda

were sent at least seven days in advance and a system exists for seeking and obtaining further information and

clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

----------------Page (63) Break----------------

As per the minutes of the meetings duly recorded and signed by the chairman, the decisions of the board were

unanimous and no dissenting views have been recorded.

I further report that there are adequate systems and processes in the company commensurate with the size and

operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and

guidelines.

I report further that, during the audit period, there were no specific events/actions in pursuance of the

aforesaid laws, rules, regulations, etc. having a major bearing on the company’s affairs.

Sd/-

Date: 01/08/2025 Name of PCS: Ranjit Binod Kejriwal

Place: Surat FCS No.: 6116

C P No.: 5985

UDIN: F006116G000915376

PR: I2004GJ424500

This report is to be read with our letter dated 01/08/2025 which is annexed and forms an integral part of

this report.

----------------Page (64) Break----------------

To,

The Members,

Raw Edge Industrial Solutions Limited

(CIN: L46201MH2005PLC240892)

B1-401, B Wing, Boomerang, Chandivali Farm Road,

Andheri East, Mumbai 400072, Maharashtra

My Secretarial Audit report dated 01/08/2025 is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My

responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were considered appropriate to obtain reasonable

assurance about the correctness of the contents of the secretarial records. The verification was done on test

basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and

practices, we followed, provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the

Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules

and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is

the responsibility of management. My examination was limited to the verification of procedures on test

basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the

efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

Date: 01/08/2025 Name of PCS: Ranjit Binod Kejriwal

Place: Surat FCS No.: 6116

C P No.: 5985

UDIN: F006116G000915376

PR: I2004GJ424500

----------------Page (65) Break----------------

Annexure VI

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,

2014)

Form for disclosure of 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 including certain arms length transactions under third

proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis: Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis

Name(s) of the

related party and

nature of relationship

Nature of

contracts /

arrangements

/ transactions

Duration of the

contracts /

arrangements /

transactions

Salient terms of the

contracts or

arrangements or

transactions including

the value, if any

Date(s) of

approval by

the Board,

if any

Amount

paid as

advances,

if any

1 Bimalkumar Rajkumar

Bansal

(Managing Director)

Loans and

Interest

Expense

On-going. (Up

to 10 years.)

Transaction amount not

exceeding Rs. 100

Crores at an interest of

12% p.a.

Not

Applicable

2 Sourabh Bimalkumar

Bansal (Director’s

Relative)

Loans and

Interest

Expense

On-going. (Up

to 10 years.)

Transaction amount not

exceeding Rs. 100

Crores at an interest of

12% p.a.

3 Siddharth Bimal

Bansal

(Non-Executive

Director)

Loans and

Interest

Expense

On-going. (Up

to 10 years.)

Transaction amount not

exceeding Rs. 100

Crores at an interest of

12% p.a.

4 Bala

Bimalkumar

Bansal

(Director’s Relative)

Loans and

Interest

Expense

On-going. (Up

to 10 years.)

Transaction amount not

exceeding Rs. 100

Crores at an interest of

12% p.a.

5 Shalini Siddharth

Bansal

(Director’s Relative)

Loans and

Interest

Expense

On-going. (Up

to 10 years.)

Transaction amount not

exceeding Rs. 100

Crores at an interest of

12% p.a.

6 Shweta Sourabh

Bansal (Director’s

Relative)

Loans and

Interest

Expense

On-going. (Up

to 10 years.)

Transaction amount not

exceeding Rs. 100

Crores at an interest of

12% p.a.

7 Bimalkumar Rajkumar

Bansal HUF

(Director’s HUF)

Loans and

Interest

Expense

On-going. (Up

to 10 years.)

Transaction amount not

exceeding Rs. 100

Crores at an interest of

12% p.a.

8 Sourabh Bimalkumar

Bansal HUF

(Promoter)

Loans and

Interest

Expense

On-going. (Up

to 10 years.)

Transaction amount not

exceeding Rs. 100

Crores at an interest of

12% p.a.

9 Siddharth

Bimalkumar Bansal

HUF (Director’s HUF)

Loans and

Interest

Expense

On-going. (Up

to 10 years.)

Transaction amount not

exceeding Rs. 100

Crores at an interest of

12% p.a.

Note: For better transparency and reporting, the material related party transactions entered into by the company during the

financial year 2024-25 have been disclosed in Form AOC-2, irrespective of the fact that they have been in the ordinary

course of business.

Date: 01/08/2025 For Raw Edge Industrial Solutions Limited

Place: Surat

Sd/-

Bimalkumar Rajkumar Bansal Prashant Suresh Agarwal

Managing Director Director & CFO

(DIN: 00029307) (DIN: 10394966)

----------------Page (66) Break----------------

Annexure VII

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS

AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

AS PER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy

(ii) The steps taken by the Company for utilizing alternate sources of energy NIL

(iii) The capital investment on energy conservation equipment

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption

(ii) The benefits derived like product improvement, cost reduction, product development

or import substitution

(iii) In case of imported technology (imported during last three years reckoned from the

beginning of the financial year) NIL

a. The details of technology imported

b. The year of import

c. Weather the technology been fully absorbed

d. If not fully absorbed areas where absorption has not taken place & reasons thereof

(iv) The expenditure incurred on research & development during the year 2024-25

C. FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earning in terms of actual inflows

Foreign Exchange earnings during the financial year 2024-25: NIL

The Foreign Exchange outgo during the year in terms of actual outflows

Foreign Exchange outgo during the financial year 2024-25: NIL

Date: 01/08/2025 For Raw Edge Industrial Solutions Limited

Place: Surat

Sd/-

Bimalkumar Rajkumar Bansal Prashant Suresh Agarwal

Managing Director Director & CFO

(DIN: 00029307) (DIN: 10394966)

----------------Page (67) Break----------------

Annexure VIII

Certificate in terms of Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015

I, Prashant Suresh Agarwal, Chief Financial Officer of M/s Raw Edge Industrial Solutions Limited, certify that:

(a) I have reviewed the financial statements and the cash flow statement of Raw Edge Industrial Solutions

Limited for the year ended 31st March, 2025 and that to the best of my knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading.

ii. These statements together present a true and fair view of the Company’s affairs and are in

compliance with the existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during

financial year ended 31st March, 2025 which are fraudulent, illegal or violative of the Company’s code

of conduct.

I have evaluated the effectiveness of the internal control systems of the listed entity pertaining to

financial reporting and I have disclosed to the auditors and the Audit Committee, deficiencies in the

design or operation of internal controls, if any, of which I was aware and the steps I have taken or

propose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the Audit Committee:

i. There has not been any significant change in internal control over financial reporting during the

year under reference;

ii. There has not been any significant change in accounting policies during the year; and

iii. I am not aware of any instance during the year of significant fraud with involvement therein of the

management or any employee having a significant role in the company’s internal control system

over financial reporting.

By order of Board of Directors

Date: 01/08/2025

Place: Surat Sd/-

Prashant Suresh Agarwal

Chief Financial Officer

----------------Page (68) Break----------------

Annexure IX

DECLARATION BY MANAGING DIRECTOR THAT THE MEMBERS OF BOARD OF

DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED WITH THE CODE

OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

All the Members of the Board of Directors of the Company and Senior Management Personnel have affirmed

compliance with the Code of Conduct for the financial year ended 31st March, 2025 as applicable to them as

laid down in Companies Act, 2013 with the code of conduct of Board members and senior management

personnel.

Date: 01/08/2025 For Raw Edge Industrial Solutions Limited

Place: Surat

Sd/-

Bimalkumar Rajkumar Bansal

Managing Director

DIN: 00029307

----------------Page (69) Break----------------

Annexure X

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

To,

The Members,

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

CIN: L46201MH2005PLC240892

B1-401, B Wing, Boomerang, Chandivali Farm Road,

Andheri East, Mumbai-400072, Maharashtra

I have examined the relevant registers, records, forms, returns and disclosures received from the directors of

Raw Edge Industrial Solutions Limited having CIN: L46201MH2005PLC240892 and having registered office

at B1-401, B Wing, Boomerang, Chandivali Farm Road, Andheri East, Mumbai-400072, Maharashtra

(hereinafter referred to as ‘the Company’), produced before me by the company for the purpose of issuing this

certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors

Identification Number (DIN)) status at the portal www.mca.gov.in as considered necessary and explanations

furnished to me by the company & its officers, I hereby certify that none of the directors on the board of the

company as stated below for the financial year ending on 31st March, 2025 have been debarred or disqualified

from being appointed or continuing as directors of companies by the Securities and Exchange Board of India,

Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No. Name of Director DIN Date of appointment

1 Bimalkumar Rajkumar Bansal 00029307 22/10/2012

2 Saurabh Kamalkishore Agarwal 01519920 14/02/2018

3 Siddharth Bimal Bansal 01553023 14/02/2005

4 Rachana Agarwal 08081299 26/08/2021

5 Pradeepkumar Rameshkumar Goyal 08305571 24/12/2018

6 Prashant Suresh Agarwal 10394966 28/11/2023

Ensuring the eligibility of the appointment/continuity of every director on the board is the responsibility of the

management of the company. My responsibility is to express an opinion on these based on my verification. This

certificate is neither an assurance as to the future viability of the company nor of the efficiency or effectiveness

with which the management has conducted the affairs of the company.

Sd/-

Place: Surat Name of PCS: Ranjit Binod Kejriwal

Date: 01/08/2025 FCS No.: 6116

C P No.: 5985

UDIN: F006116G000915365

----------------Page (70) Break----------------

Annexure XI

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

The Members of

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED.

I have examined the compliance of the conditions of Corporate Governance by RAW EDGE INDUSTRIAL

SOLUTIONS LIMITED (The Company); for the year ended 31st March, 2025 as stipulated in Regulation 17

to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of SEBI

(Listing Obligation and Disclosure Requirements), Regulations 2015 of the said Company with BSE Limited.

The compliance of the conditions of Corporate Governance is the responsibility of the Company’s management.

My examination was limited to the procedures and implementation thereof, adopted by the Company for

ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of

an opinion on the financial statement of the Company.

In my opinion and to the best of my information and according to the explanations given to me, and the

representations made by the Directors and the Management, I certify that the Company has complied with the

conditions of Corporate Governance as stipulated in the above-mentioned SEBI (Listing Obligation and

Disclosure Requirements), Regulations 2015 for the year ended 31st March, 2025.

I state that no investor grievances are pending for a period exceeding one month against the Company as per the

records maintained by the Stakeholders Relationship Committee.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with the management has conducted the affairs of the Company.

For Pradeep K. Singhi & Associates.

Chartered Accountants

ICAI FRN: 0126027W

Sd/-

CA Pradeepkumar Singhi

Partner

M. No. 024612

UDIN: 25024612BMONKD8943

Place: Surat

Date: 01/08/2025

----------------Page (71) Break----------------

Annexure XII

COMPLIANCE CERTIFICATE

[Pursuant to Regulation 13 of the Securities Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021]

To,

The Members,

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

CIN: L46201MH2005PLC240892

B1-401, B Wing, Boomerang, Chandivali Farm Road,

Andheri East, Mumbai 400072

I, Ranjit Binod Kejriwal, Company Secretary in practice, have been appointed as the Secretarial Auditor vide

a resolution passed at its meeting held on May 30, 2022 by the Board of Directors of Raw Edge Industrial

Solutions Limited (hereinafter referred to as ‘the Company’), having CIN L46201MH2005PLC240892 and

having its registered office at B1-401, B Wing, Boomerang, Chandivali Farm Road, Andheri East, Mumbai

400072. This Certificate is issued under the Securities and Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as “the Regulations”), for the year ended

31.03.2025.

Management Responsibility:

It is the responsibility of the Management of the Company to implement the Scheme(s) including designing,

maintaining records and devising proper systems to ensure compliance with the provisions of all applicable

laws and regulations and to ensure that the systems are adequate and operate effectively.

Verification:

The Company has implemented ‘Raw Edge Industrial Solutions Limited – Employee Stock Option Plan

2023’ viz Employee Stock Option Scheme/ Employee Stock Purchase Scheme/ Stock Appreciation Rights

Scheme/ General Employee Benefits Scheme/ Retirement Benefit Scheme in accordance with the Regulations

and the Special Resolution(s) passed by the members at the Annual General Meeting held on September 22,

2023.

For the purpose of verifying the compliance of the Regulations, I have examined the following:

1. Scheme(s) received from/furnished by the Company;

2. Articles of Association of the Company;

3. Resolutions passed at the meeting of the Board of Directors held on August 18, 2023;

4. Minutes of the Annual General Meeting held for approving the scheme dated September 22, 2023;

5. Shareholders resolution passed at General Meetings w.r.t variation in the scheme (if any); Not Applicable

6. Shareholders resolution passed at General Meeting w.r.t approval for implementing the scheme(s) through a

trust(s); Not Applicable

7. Minutes of the meetings of the Compensation Committee/Nomination and Remuneration Committee dated

August 18, 2023 recommending the Employees Stock Option Plan, 2023 to the Board of Directors;

8. Trust Deed; Not Applicable

----------------Page (72) Break----------------

9. Details of trades in the securities of the company executed by the trust through which the scheme is

implemented; Not Applicable

10. Relevant Accounting Standards as prescribed by the Central Government; No expense has been

recognized in the Statement of Profit and Loss for the year ended March 31, 2025, in respect of

options granted under ESOP 2023 as required under Ind AS 102. As per the terms of the scheme, the

vesting period is scheduled from end of 1-year up to the end of 11th year from the grant of options.

The vesting period shall be determined by the Board based on the achievement of certain

performance conditions. As of the reporting date, no performance conditions have been framed by

the board, leading to inconclusive vesting period; accordingly, the management of the company has

contended that it is not possible to record any expense due to uncertainty of vesting of ESOPs

11. Detailed terms and conditions of the scheme as approved by Compensation Committee;

12. Bank Statements towards Application money received under the scheme(s); Not Applicable

13. Valuation Report;

14. Exercise Price / Pricing formula;

15. Statement filed with recognised Stock Exchange(s) in accordance with Regulation 10 of these Regulations;

Not Applicable as no shares have been issued.

16. Disclosure by the Board of Directors;

17. Relevant provisions of the Regulations, Companies Act, 2013 and Rules made thereunder;

18. Other relevant document/ filing/ records/ information such as Form MGT-14 filed for Board Meeting and

Postal Ballot, Scrutinizer report as sought and made available to us and the explanations provided by the

Company.

Certification:

In my opinion and to the best of my knowledge and according to the verifications as considered necessary and

explanations furnished to me by the Company and its Officers, I certify that the Company has implemented the

‘Raw Edge Industrial Solutions Limited – Employee Stock Option Plan 2023’ Employee Stock Option

Scheme/ Employee Stock Purchase Scheme/ Stock Appreciation Rights Scheme/ General Employee Benefits

Scheme/ Retirement Benefit Scheme in accordance with the applicable provisions of the Regulations and

Resolution(s) of the Company passed in the Annual General Meeting.

Assumption & Limitation of Scope and Review:

1. Ensuring the authenticity of documents and information furnished is the responsibility of the Board of

Directors of the Company.

2. My responsibility is to give certificate based upon my examination of relevant documents and

information. It is neither an audit nor an investigation.

3. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

4. This certificate is solely for your information and it is not to be used, circulated, quoted, or otherwise

referred to for any purpose other than for the Regulations.

Date: 01/08/2025 Sd/-

Place: Surat Name of PCS: Ranjit Binod Kejriwal

FCS No.: 6116

C P No.: 5985

UDIN: F006116G000915411

PR: I2004GJ424500

----------------Page (73) Break----------------

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

The Members of

Raw Edge Industrial Solutions Limited

Report on the audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Raw Edge Industrial Solutions

Limited (‘the Company’), which comprise the balance sheet as at 31st March 2025, the statement of

profit and loss (including Other Comprehensive Income), the Cash Flow Statement and the statement of

Changes in Equity for the year then ended, and notes to the financial statements, including a summary of

the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid standalone financial statements give the information required by the companies Act, 2013

("the Act") in the manner so required and give a true and fair view in conformity with accounting

principles generally accepted in India, of the state of affairs of the company as at March 31, 2025 and its

profit and loss, changes in equity and its cash flows for the year ended on that date.

Basis of opinion

We have conducted our audit in accordance with standards on Auditing specified under section 143(10)

of the Act. Our responsibilities under those standards are further described in the Auditor's

Responsibilities for the Audit of the financial statements section of our report. We are independent of

the company in accordance with the code of Ethics issued by the Institute of Chartered Accountants of

India (ICAI) together with ethical requirements that are relevant to our audit of financial statements

under the provisions of the companies Act, 2013 and the rules thereunder, and we have fulfilled our

other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe

that the audit evidence which we have obtained are sufficient and appropriate to provide a basis for our

opinion on the standalone financial statements.

Key Audit Matters

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of most

significance in our audit of the standalone financial statements of the current period. These matters

were addressed in the context of our audit of the standalone financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Management’s Responsibility for the Standalone Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in Section

134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone

financial statements that give a true and fair view of the state of affairs, profit / loss (including other

comprehensive income), Changes in equity and cash flows of the Company in accordance with the

accounting principles generally accepted in India, including the Indian Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes 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; selection and application of appropriate accounting policies; making judgments

and estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

----------------Page (74) Break----------------

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

In Preparing the financial statements, management and Board of Directors are responsible for assessing

the company's ability to continue as a going concern, and using the going concern basis of accounting

unless the Board of Directors either intends to liquidate the company or to cease operations, or has no

realistic alternative but to do so.

Board of Directors are also responsible for overseeing the company's financial reporting process.

Auditor’s Responsibility

Our objective is to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor's report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these financial statements.

As part of an audit in accordance with SAs, We exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a

material misstatement resulting from fraud is higher than for one resulting from error, as fraud may

involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, We are

also responsible for expressing our opinion on whether the company has adequate internal financial

controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to

the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions is based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the company and its associates and jointly controlled

entities to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and

other matters that may reasonably be thought to bear on our independence, and where applicable,

related safeguards.

----------------Page (75) Break----------------

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central

Government of India in terms of section 143(11) of the Act, I give in the "Annexure A", a statement on

the matters specified in the paragraph 3 and 4 of the order, to the extend applicable.

As required by section 143(3) of the Act, We report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the Company so far as

it appears from our examination of those books;

Statement of Changes in Equity and the Cash flow statement dealt with by this Report are in agreement

with the relevant books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014;

(e ) On the basis of the written representations received from the directors as on 31st March 2025 taken

on record by the Board of Directors, none of the directors is disqualified as on 31st March 2025 from

being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B";

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11

of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information

and according to the explanations given to us:

(i) The Company has no pending litigation which would impact its financial position.

(ii) The Company did not have any long-term contracts including derivatives contracts for which there

were any material foreseeable losses.

(iii) There were no amounts which required to be transferred, to the Investor Education and Protection

Fund by the Company.

(iv) (a) The management has represented that, to the best of its knowledge and belief, other than as

disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from

borrowed funds or share premium or any other sources or kind of funds) by the company to or in any

other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding,

whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly

lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the

company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the

Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, other than as

disclosed in the notes to the accounts, no funds have been received by the company from any person(s)

or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded

in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other

----------------Page (76) Break----------------

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate

Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

nothing has come to their notice that has caused them to believe that the representations under sub-

clause (a) and (b) contain any material misstatement.

(v) The company has not declared or paid any dividend during the year in contravention of the

provisions of section 123 of the Companies Act, 2013.

(vi)Based on our examination, which included test checks, the company has used accounting software

for maintaining its books of account, which have a feature of recording audit trail (edit log) facilities, and

the same has operated throughout the year for all relevant transactions recorded in the respective

software. Further, for the periods where the audit trail (edit log) facility was enabled and operated

throughout the year for the respective accounting software, we did not come across any instance of the

audit trail feature being tampered with.

With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act, in

our opinion and according to the information and explanations given to us by the management, the

remuneration paid by the Company to its directors during the current year is in accordance with the

provisions of Section 197 of the Act except remuneration paid to Mr. Prashant Suresh Agarwal (DIN:

10394966), Director and Chief Executive Officer (CFO) during the financial year 2024-25 which exceeds

the limits prescribed under section 197 of the companies Act by Rs. 8.44 Lakhs.

For PRADEEP K. SINGHI & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No.:0126027W

Sd/-

Pradeepkumar Singhi

Partner

M. No. 024612

Place: Surat

Date: 27/05/2025

UDIN: 25024612BMONJD3376

----------------Page (77) Break----------------

ANNEXURE "A" TO THE AUDITORS REPORT

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the

standalone financial statements for the year ended 31 March, 2025.

We report that:

(I) Property, Plant & Equipments and Intangible Assets

(a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of Property, Plant & Equipments and intangible assets;

(b) According to the information and explanations given to us by management, the Property, Plant &

Equipments have been physically verified by the management during the year at reasonable intervals.

As explained to us, no material discrepancies were noticed as compared to the books records, on such

physical verification.

properties are held in the name of the company.

(d) According to the information and explanations given to us by the management, the company has not

revalued its Property, Plant and Equipment including Right-of-use or intangible assets during the year.

(e) According to the information and explanations given to us by the management, No Proceeding have

been initiated or pending against the company for holding any benami property under the Prohibition of

Benami Property Transactions Act, 1988 and rules made thereunder.

(II) Inventory

(a) (i) According to information and explanation given to us by the management, inventory of the

company has been physically verified during the year by the management at regular intervals.

(ii) In our opinion and according to the information and explanation given to us by the management,

the procedures of physical verification of inventory followed by the management is reasonable and

adequate in relation to the size of the company and nature of its business.

(iii) In our opinion and according to the information and explanation given to us by the management,

the company is maintaining proper records of the inventory and no material discrepancies were

noticed on physical verification.

(b) The company has been sanctioned working capital limits in excess of five crore rupees, in aggregate,

from banks or financial institutions on the basis of security of current assets during any point of time of

the year. The provisional quarterly statements filed by the company with bank/financial institutions are

in agreement with the audited books of accounts of the company.

(III) Loans & Advances

As per the information and explanations given to us by the management, during the year the company

has not made investment in , provided any guarantee or security or granted any loans, secured or

unsecured, to companies, firms, limited liability partnership or other parties covered by clause (76) of

Section 2 of the Companies Act, 2013.

(IV) Compliance with provisions of Section 185 and 186 of the Act

In our opinion and according to the information and explanations given to us by the management, the

Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans

and investments made.

----------------Page (78) Break----------------

ANNEXURE "A" TO THE AUDITORS REPORT

(V) Public Deposits

According to the information and explanations given to us by the management, the company has not

accepted any deposits during the year from the public and consequently, the directives issued by the

Reserve Bank of India, provisions of Section 73 to 76 or any other relevant provisions of the Companies

Act and the rules framed thereunder, where applicable with regard to the acceptance of deposit are not

applicable.

(VI) Cost Records

According to the information and explanations given to us by the management, the company has

maintained the proper cost records as required under Section 148(1) of the Companies Act, 2013 for the

products of the Company.

(VII) Statutory Dues

(a) According to the information and explanations given to us, and on the basis of our examination, the

company is generally regular in depositing undisputed statutory dues including provident fund, Investor

Education and Protection Fund, Employee’s State Insurance, Income Tax, Goods and Service Tax, Sales

Tax, Wealth Tax, Service Tax, Duty of Excise, Duty of Customs, Value Added Tax, Cess and any other

Statutory dues with appropriate authorities. According to the information and explanation given to us

there were no outstanding statutory dues as on 31st of March, 2025 for a period of more than six

months from the date they became payable.

(b) According to the information and explanations given to us and on examination of the records, the

particulars of other statutory dues referred to in sub clause (a) as at March 31, 2025 which have not

been deposited on account of a dispute, are as follows:

Goods & Service Tax –

Due of Rs. 1,061.46 Lakhs for FY 2017-18 under Additional Commissioner, Surat.

Income Tax –

E-proceedings of FY 2019-20 under section 147 of Income Tax Act.

(VIII) Unrecorded Income

According to the information and explanations given to us, and on the basis of our examination of the

record of the company, there are no such instances noticed where transactions are not recorded in the

books of account have been surrendered or disclosed as income during the year in the tax assessments

under the Income Tax Act, 1961 (43 of 1961). There is no previously unrecorded income which has been

required to be properly recorded in the books of account during the year.

(IX) Repayment of financial dues

(a) Based on our audit procedures and according to the information and explanations given to us by the

management, we are of the opinion that the company has not defaulted in repayment of loans or other

borrowings or in the payment of interest to any lender during the year.

(b) According to the information and explanations given to us and on the basis of our audit procedures,

we report that the company has not been declared wilful defaulter by any bank or financial institution or

government or any government authority.

purpose for which they are obtained.

(d) According to the information and explanations given to us, and the procedures performed by us, and

on an overall examination of the financial statements of the Company, we report that no funds raised on

short term basis have been utilised for long-term purposes by the Company.

----------------Page (79) Break----------------

ANNEXURE "A" TO THE AUDITORS REPORT

(e) The company does not have any subsidiary, associate, or joint venture; hence, reporting under clause

(ix)(e) of the order is not applicable to the company.

(f) The company does not have any subsidiary, associate companies, or joint venture; hence, reporting

under clause (ix)(f) of the order is not applicable to the company.

(X) Utilization of moneys raised by way of IPO/FPO or preferential allotment or private

placement of shares or convertible debentures

(a) According to the information and explanations given to us by the management, no money has been

raised by way of initial public offer or further public offer during the year and hence reporting under

clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us by the management, during the year, the

Company has not made any preferential allotment or private placement of shares or convertible

debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not

applicable

(XI) Fraud noticed or reported

(a) According to the information and explanations given to us, no material fraud by the Company or on

the Company by its officers or employees has been noticed or reported during the course of our audit.

(b) To the best of our knowledge, there is no report in form ADT-4 as prescribed under rule 13 of

Companies (Audit and Auditors) Rules, 2014 has been filed by the auditors with Central Government in

terms of provisions of sub section 12 of Section 143 of the Companies Act.

been received by the company during the year.

(XII) Provision relating to Nidhi Company

The provisions of clause 3 (xii) of the Order, for Nidhi Company, are not applicable to Company.

(XIII) Transactions with the Related Parties

According to the information and explanations given to us by the management and based on our

examination of the records of the Company, transactions with the related parties are in compliance with

sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in

the financial statements as required by the applicable accounting standards.

(XIV) Internal Audit System

(a) In our opinion, the Company has an Internal Audit system commensurate with the size and nature of

its business.

(b) The Reports of the Internal Auditors for the period under audit were considered.

(XV) Non-Cash transactions

According to the information and explanations given to us and based on our examination of the records

of the Company, the company has not entered into non-cash transactions with directors or persons

connected with them during the year.

(XVI) Registration u/s. 45-IA of the Reserve Bank of India Act, 1934

(a) According to information and explanations given to us, the Company is not required to be registered

u/s 45-IA of Reserve Bank of India Act, 1934. Accordingly, provision of clause 3(xvi)(a) of the Order is

not applicable to the Company.

----------------Page (80) Break----------------

ANNEXURE "A" TO THE AUDITORS REPORT

(b) The Company has not conducted non-banking financial / housing finance activities during the year.

Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

(XVII) Cash losses

According to the information and explanations given to us, the company has not incurred cash losses in

the financial year and in the immediately preceding financial year.

(XVIII) Resignation of statutory Auditor

There has been no resignation of the statutory auditors during the year accordingly the reporting under

clause (xviii) of the order is not applicable.

(XIX) Capability of company in meeting liabilities

On the basis of the financial ratios, ageing and expected dates of realization of financial assets and

payment of financial liabilities, other information accompanying the financial statements, Plans of the

Board of Directors and management we are of the opinion that no material uncertainly exists as on the

date of the audit report, that the company is capable of meeting its liabilities existing at the date of

balance sheet as and when they fall due within a period of one year from the balance sheet date. We,

however, state that this is not an assurance as to the future viability of the Company. We further state

that our reporting is based on the facts up to the date of the audit report and we neither give any

guarantee nor any assurance that all liabilities falling due within a period of one year from the balance

sheet date, will get discharged by the Company as and when they fall due.

(XX) Transfer of unspent amount to Fund specified in schedule VII to the companies Act

The Company was not required to spend any amount during the year for Corporate Social Responsibility

under Section 135(5) and 135(6) of the Act. Accordingly, there is no amount unspent as at March 31,

2025 and the reporting under clause (xx) of the Order is not applicable to the Company.

(XXI) Qualifications or adverse remarks by the respective auditors in the CARO reports of the

companies included in the consolidated financial statements

This clause is not applicable as company is not required to prepare consolidated Financial Statement.

Accordingly, no comment in respect of the said clause has been included in this report.

For PRADEEP K. SINGHI & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No.:0126027W

Sd/-

Pradeepkumar Singhi

Partner

M. No. 024612

Place: Surat

Date: 27/05/2025

UDIN: 25024612BMONJD3376

----------------Page (81) Break----------------

“ANNEXURE - B” TO THE INDEPENDENT AUDITOR’S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013(“the Act”)

We have audited the internal financial controls over financial reporting of Raw Edge Industrial Solutions

Limited (“the Company”) as of 31st March 2025 in conjunction with our audit of the standalone financial

statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of the Directors of the company is responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance Note on Audit

of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants

of India. These responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and efficient conduct

of its business, including adherence to respective company’s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,

and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of

the Company based on our audit. We conducted our audit in accordance with the Guidance Note on

Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by Institute of

Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the

Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards

and the Guidance Note require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance about whether adequate internal financial controls over financial

reporting was established and maintained and if such controls operated effectively in all material

respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control based on the assessed risk. The

procedures selected depend on the auditor’s judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the internal financial controls system over financial reporting of the company.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorisations of management

and directors of the company; and

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“ANNEXURE - B” TO THE INDEPENDENT AUDITOR’S REPORT

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,

me, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collision or improper management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial

controls over financial reporting to future periods are subject to the risk that the internal financial

control over financial reporting may become inadequate became of changes in conditions, or that the

degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given by us, the

Company has, in all material respects, an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting Ire operating effectively as at 31st

March 2025, based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of

India.

For PRADEEP K. SINGHI & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No.:0126027W

Sd/-

Pradeepkumar Singhi

Partner

M. No. 024612

Place: Surat

Date: 27/05/2025

UDIN: 25024612BMONJD3376

----------------Page (83) Break----------------

NOTES TO STANDALONE FINANCIAL STATEMENTS

1. Description of the company and significant accounting policies

1.1 Basis of Preparation of Standalone Financial Statements

(i) Corporate Information

Raw Edge Industrial Solutions Limited is a listed company with BSE platform domiciled in India and

incorporated on 14th February, 2005 under the provisions of the Companies Act, 1956 (now Companies

Act, 2013). The address of its registered office is B1- 401, B wing, Boomerang, Chandivali Farm Road,

Andheri East, Mumbai, Maharashtra- 400072. The company is engaged in the trading & manufacturing

of minerals and also in providing service of transportation. The company caters to domestic market

only. The Company has diversified its operations by initiating a new line of business of trading and

distribution of Agro-based food products.

(ii) Statement of compliance

The Standalone Financial Statements of the Company have been prepared in accordance with Indian

Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015

(as amended from time to time) and presentation requirements of Division II of Schedule III to the

Companies Act, 2013, (Ind AS compliant Schedule III).

The Standalone Financial Statements have been prepared on a historical cost basis and on an accrual

basis, except for certain financial instruments which are measured at fair values or amortised cost

depending upon classification. Historical cost is generally based on the fair value of the consideration

given in exchange of goods or services.

(iii) Going concern

The company intends to continue its business as a going concern and accordingly financial statements

are prepared on that basis.

1.2 Use of estimates and judgements

The preparation of the Standalone Financial Statements in conformity with Ind AS requires the

management to make estimates, judgments and assumptions that affect the application of accounting

policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and

liabilities at the date of the Standalone Financial Statements and reported amounts of revenues and

expenses during the period. Actual results may differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognized in the period in which the estimates are revised and in any future periods

affected. Actual results could differ from those estimates. Appropriate changes in estimates are made as

the Management becomes aware of changes in circumstances surrounding the estimates. Changes in

estimates are reflected in the financial statements in the period in which changes are made and, if

material, their effects are disclosed in the notes to the Standalone financial statements. In particular,

information about significant areas of estimation, uncertainty and critical judgment in applying

accounting policies that have the most significant effect on the amounts recognized in financial

statements are included in the following notes:

• Useful lives of Property, plant and equipment

• Measurement of defined benefit obligations

• Provision for inventories

• Measurement and likelihood of occurrence of provisions and contingencies

• Deferred taxes

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NOTES TO STANDALONE FINANCIAL STATEMENTS

1.3 Current versus non-current classification

The Company presents assets and liabilities in the Standalone balance sheet based on current/ non-

current classification. An asset is treated as current when it is:

• Expected to be realised or intended to be sold or consumed in normal operating cycle;

• Held primarily for the purpose of trading;

• Expected to be realised within twelve months after the reporting period, or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at

least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in normal operating cycle.

• It is held primarily for the purpose of trading.

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve months

after the reporting period.

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

All assets and liabilities have been classified as current or noncurrent according to the Company’s

operating cycle and other criteria set out in the Act. Based on the nature of products and the time

between the acquisition of assets for processing and their realisation in cash and cash equivalents, the

Company has ascertained its operating cycle as twelve months for the purpose of the current non-

current classification of assets and liabilities.

1. 4 Fair value measurement

All assets and liabilities for which fair value is measured or disclosed in the financial statements are

categorized within the fair value hierarchy, described as follows, based on the lowest level input that is

significant to the fair value measurement as a whole:

• Level 1 - Quoted (unadjusted) prices in the active market for identical assets or liabilities.

• Level 2 (if level 1 feed is not available/appropriate) - Valuation techniques for which the lowest

level input that is significant to the fair value measurement is directly or indirectly observable.

• Level 3 (if level 1 and 2 feed is not available/appropriate) - Valuation techniques for which the

lowest level input that is significant to the fair value measurement is unobservable.

For financial assets and liabilities maturing within one year from the Balance Sheet date and which are

not carried at fair value, the carrying amount approximates fair value due to the short maturity of these

instruments.

1.5 Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are

transferred to the customer at an amount that reflects the consideration to which the Company expects

to be entitled in exchange for those goods or services. Revenue is measured at the fair value of the

consideration received or receivable, taking into account contractually defined terms of payment and

excluding taxes or duties collected on behalf of the government.

(i) Sale of goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have been

passed to the buyer. Sales are disclosed at exclusive of GST. Trade discounts are shown net from gross

sales.

(ii) Sale of services

Revenue from services is recognised as and when services are rendered.

----------------Page (85) Break----------------

NOTES TO STANDALONE FINANCIAL STATEMENTS

(iii) Other Income

Other income is recognised when no significant uncertainty as to its determination or realisation exists.

1.6 Taxes

Tax expenses comprise of current and deferred tax:

Current income tax

(a.) Current income tax assets and liabilities are measured at the amount expected to be recovered from

or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that

are enacted or substantively enacted, at the reporting date.

(b.) Current income tax relating to items recognised outside profit or loss is recognised outside profit or

loss (either in other comprehensive income or in equity).

Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amount of assets

and liabilities for financial reporting purposes and the corresponding amounts used for taxation

purposes.

A deferred tax liability is recognized based on the expected manner of realization or settlement of the

carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, by the end of

the reporting period. Deferred tax assets are recognized only to the extent that it is probable that future

taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed

at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit

will be realized.

1.7 Earning Per Share

The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic

EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by

the weighted average number of ordinary shares outstanding during the period. Diluted EPS is

determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted

average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

1.8 Property, Plant and Equipment Recognition and measurement

Construction in progress is stated at cost, net of accumulated impairment losses, if any. Property, plant

and equipment are initially recognized at cost after deducting refundable purchase taxes and including

the cost directly attributable to bring the asset to the location and conditions necessary for it to be

capable of operating in the manner intended by the management, borrowing cost in accordance with the

established accounting policy, cost of restoring and dismantling, if any, initially estimated by the

management.

After the initial recognition the property, plant and equipment other than freehold land are carried at

cost less accumulated depreciation and impairment losses. Cost of Self-constructed asset is determined

using the same principles as for acquired assets after eliminating the component of internal profits.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic benefits attributable to such subsequent cost

associated with the item will flow to the Company. All other repair and maintenance costs are

recognised in Standalone statement of profit or loss as incurred.

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying

amount of the item if it is probable that the future economic benefits embodied within the part will flow

to the Company and its cost can be measured reliably. The costs of repairs and maintenance are

recognised in the Standalone statement of profit and loss as incurred.

----------------Page (86) Break----------------

NOTES TO STANDALONE FINANCIAL STATEMENTS

Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting

date is disclosed as capital advances under non-current assets.

Capital work-in-progress included in property, plant and equipment are not depreciated as these assets

are not yet available for use. Any gain or loss on disposal of an item of property, plant and equipment is

recognized in Standalone profit or loss.

Depreciation has been provided on straight line method in terms of expected life span of assets specified

in Schedule – II of the Companies Act, 2013 or as determined by management.

The residual value and useful life are reviewed annually, and any deviation is accounted for as a change

in estimate. The estimated useful lives, residual values and depreciation method are reviewed at each

financial year end and the effect of any change is accounted for on prospective basis. The carrying

amount of the all property, plant and equipment are derecognized on its disposal or when no future

economic benefits are expected from its use or disposal and the gain or loss on de-recognition is

recognized in the Standalone statement of profit & loss.

1.9 Intangible Assets

Acquired intangible assets are initially recognized at cost after deducting refundable purchase taxes and

including the transaction cost, if any.

After initial recognition, intangibles are carried at cost less accumulated amortization and impairment

losses. Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire

and bring to use the specific software. The amortization of an intangible asset with a finite useful life

reflects the manner in which the economic benefit is expected to be generated. The estimated useful

lives, residual values and amortization method are reviewed at each financial year end and the effect of

any change is accounted for on prospective basis.

1.10 Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that

necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as

part of the cost of the asset.

All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of

interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost

also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

1.11 Leases

The Company determines that a contract is or contains a lease, if the contract conveys right to control

the use of an identified asset for a period of time in exchange for a consideration. At the inception of a

contract which is or contains a lease, the Company recognises lease liability at the present value of the

future lease payments for the non-cancellable period of a lease which is not short-term in nature except

for lease of low value items. The future lease payments for such non-cancellable period is discounted

using the Company’s incremental borrowing rate. However in the current year, the company has not

entered into any lease transaction.

1.12 Inventories

Inventories consist of raw materials, stores & spares, work-in-progress, stock-in-trade and finished

goods. Inventories are valued at lower of cost and net realizable value (NRV) except for raw materials

which is valued at cost.

The cost of raw materials and stores & spares includes the cost of purchases and other costs incurred in

bringing the inventories to their present location and condition.

----------------Page (87) Break----------------

NOTES TO STANDALONE FINANCIAL STATEMENTS

Cost of work-in-progress and finished goods includes direct materials, labour and proportion of

manufacturing overheads based on the normal operating capacity, wherever applicable.

The cost of stock-in-trade includes cost of purchase and other costs incurred in bringing the inventories

to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs

of completion and estimated costs necessary to make the sale. However, materials and other items held

for use in the production of inventories are not written down below cost if the finished products in

which they will be used are expected to be sold at or above cost.

1.13 Foreign currency

Functional and presentation currency: Items included in the financial statements are measured using

the currency of the primary economic environment in which the company operates ('the functional

currency'). The financial statements are presented in Indian Rupees (INR), which is the company’s

functional and presentation currency.

Foreign currency transactions: Foreign currency transactions are translated into the functional currency

using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting

from the settlement of such transactions and from the translation of monetary assets and liabilities

denominated in foreign currencies at year end exchange rates are generally recognized in Statement of

Profit and Loss and reported within foreign exchange gains/ (losses).

1.14 Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive

obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be

required to settle the obligation. If the effect of the time value of money is material, provisions are

determined by discounting the expected future cash flows at a pre-tax rate that reflects current market

assessments of the time value of money and the risks specific to the liability. Where discounting is used,

the increase in the provision due to the passage of time is recognized as a finance cost.

Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be

confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the

control of the company or a present obligation that is not recognized because it is not probable that an

outflow of resources will be required to settle the obligation.

Contingent Assets

Contingent assets are not recognised in the financial statements. However, contingent assets are

assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset

and related income are recognised in the period in which the change occurs.

1.15 Employee benefits

(i) Short Term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as

short-term employee benefits. Benefits such as salaries, wages, short-term compensated absences, etc.,

and the expected cost of bonus, ex-gratia are recognized in the period in which the employee renders the

related service.

----------------Page (88) Break----------------

NOTES TO STANDALONE FINANCIAL STATEMENTS

(ii) Post-Employment Benefits

Defined Contribution Plans - State governed Provident Fund Scheme and Employees State Insurance

Scheme are defined contribution plans. The contribution paid / payable under the schemes is recognised

during the period in which the employees render the related services.

Defined Benefit Plans - The Company has Defined Benefit Plan for post-employment benefit in the form

of Gratuity for eligible Employees. Gratuity Liability based on actuarial valuation as per Ind AS 19

recognized in the balance sheet is the present value of the defined benefit obligation at the end of each

reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually

by actuary using the projected unit credit method. The present value of defined benefit is determined by

discounting the estimated future cash outflows by reference to market yield at the end of each reporting

period on government bonds. The interest cost is calculated by applying the discount rate to the net

balance of the defined benefit obligation and the fair value of plan assets. The cost is included in

employee benefit expense in the standalone statement of profit and loss. Actuarial gain / loss arising

from experience adjustments and changes in actuarial assumptions are credited / debited to “other

comprehensive Income” forming part of other equity.

1.16 Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial

liability or equity instrument of another entity.

Financial Assets

A financial instrument is any contract that gives rise to a financial asset of one entity and a

financial liability or equity instrument of another entity.

Financial assets and liabilities are recognised when the Company becomes a party to the contractual

provisions of the instrument.

Financial assets

Classification

The Company classifies its financial assets in the following measurement categories:

• Those to be measured subsequently at fair value (either through other comprehensive income,

or through the Statement of Profit and Loss), and

• Those are measured at amortized cost.

The classification depends on the entity's business model for managing the financial assets and the

contractual terms of the cash flows.

Initial recognition and measurement

Financial assets are recognized when the Company becomes a party to the contractual provisions of the

instrument. Financial assets are recognized initially at fair value plus or minus, in the case of financial

assets not recorded at fair value through Profit and Loss, transaction costs that are attributable to the

acquisition of the financial asset.

Transaction costs of financial assets carried at fair value through Profit and Loss are expensed in the

Statement of Profit and Loss.

Subsequent measurement

After initial recognition, financial assets are measured at:

• fair value (either through other comprehensive income or through Profit and Loss), or

• Amortized cost.

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NOTES TO STANDALONE FINANCIAL STATEMENTS

Debt instruments

Debt instruments are subsequently measured at amortized cost, fair value through other comprehensive

income ('FVOCI') or fair value through Profit and Loss ('FVTPL') till de-recognition on the basis of (i) the

entity's business model for managing the financial assets and (ii) the contractual cash flow

characteristics of the financial asset.

Amortised cost

Assets that are held for collection of contractual cash flows where those cash flows represent solely

payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment

that is subsequently measured at amortized cost is recognized in the Statement of Profit and Loss when

the asset is derecognized or impaired. Interest income from these financial assets is included in other

income using the effective interest rate method.

Fair Value through Other Comprehensive Income (FVOCI)

Assets that are held for collection of contractual cash flows and for selling the financial assets, where the

assets' cash flows represent solely payments of principal and interest, are measured at FVOCI.

Movements in the carrying amount are taken through OCI, except for the recognition of impairment

gains or losses, interest revenue and foreign exchange gains and losses which are recognized in the

Statement of Profit and Loss.

When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is

reclassified from equity to Statement of Profit and Loss and recognized in other gains/ (losses). Interest

income from these financial assets is included in other income using the effective interest rate method.

Fair Value through Profit and Loss (FVTPL)

Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL.

A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in Statement

of Profit and Loss in the period in which it arises. Interest income from these financial assets is

recognised in the Statement of Profit and Loss.

Equity instruments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are

held for trading are classified as at FVTPL. For all other equity instruments, the Company decides to

classify the same either as at FVTOCI or FVTPL.

The Company makes such election on an instrument-by-instrument basis. The classification is made on

initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the

instrument, excluding dividends, are recognized in Other Comprehensive Income (OCI). There is no

recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of such investments.

Equity instruments included within the FVTPL category are measured at fair value with all changes

recognized in the Statement of Profit and Loss.

Financial liabilities

Initial recognition and measurement

Financial liabilities are initially measured at its fair value plus or minus, in the case of a financial liability

not at FVTPL, transaction costs that are directly attributable to the issue/origination of the financial

liability.

----------------Page (90) Break----------------

NOTES TO STANDALONE FINANCIAL STATEMENTS

Subsequent measurement

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is

classified as at FVTPL if it is classified as held for trading, or it is a derivative or it is designated as such

on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses,

including any interest expense, are recognized in statement of profit and loss. Other financial liabilities

are subsequently measured at amortized cost using the effective interest method. Interest expense and

foreign exchange gains and losses are recognized in Statement of profit and loss. Any gain or loss on de-

recognition is also recognized in statement of Profit and Loss.

De-recognition

A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled

or expires.

1.17 Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term

deposits with an original maturity of three months or less, which are subject to an insignificant risk of

changes in value.

1.18 Cash Flow Statement

Cash flows statement are reported using the Indirect Method, as set out in Ind AS 7 ‘Statement of Cash

Flow’, whereby profit for the year is adjusted for the effects of transaction of non-cash nature, any

deferrals or accruals of past or future operating cash receipts or payments and item of income or

expenses associated with investing or financing cash flows. The cash flows from operating, investing and

financing activities of the Company are segregated.

1.19 Trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary

course of business and reflects Company’s unconditional right to consideration (that is, payment is due

only on the passage of time).

1.20 Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of

financial year which are unpaid. The amounts which are unsecured are presented as current liabilities

unless payment is not due within 12 months after the reporting period.

1.21 Government Grants

Government grants are initially recognised as deferred income at fair value if there is reasonable

assurance that they will be received and the Company will comply with the conditions associated with

the grant;

• In case of capital grants, they are then recognised in Statement of Profit and Loss on a systematic

basis over the useful life of the asset.

• In case of grants that compensate the Company for expenses incurred are recognised in

Statement of Profit and Loss on a systematic basis in the periods in which the expenses are

recognised.

----------------Page (91) Break----------------

NOTES TO STANDALONE FINANCIAL STATEMENTS

1.22 Share based payment

The Board of Directors of Raw Edge Industrial Solutions Limited (“the Company”) approved the Raw

Edge Industrial Solutions Limited – Employee Stock Option Plan 2023 (ESOP 2023) on August 18, 2023,

which was subsequently approved by the shareholders at the Annual General Meeting held on

September 22, 2023. The ESOP 2023 is formulated in compliance with the Securities and Exchange

Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and applicable

provisions of the Companies Act, 2013.

(a) Salient Features of ESOP 2023

• Maximum number of options: 10,00,000 (each option convertible into one equity share of ₹10

each)

• Exercise Price: ₹10 per share

• Vesting condition: Continuity of Employment

• Vesting period: Minimum of 1 year; options vest in tranches up to a maximum of 11 years

• Exercise period: 1 year from the date of vesting

• Eligible participants: Employees and directors of the Company and its group companies,

excluding promoters and independent directors

• Method of settlement: Equity-settled

• Date of grant of options – 20/05/2024

(b) Method of Accounting

The Company has adopted the fair value method to account for employee share-based payments in

accordance with Ind AS 102 – Share-based Payment. The fair value of options granted is calculated using

the Black-Scholes Option Pricing Model and is charged to the Statement of Profit and Loss over the

vesting period, with a corresponding credit to “Equity – Share Options Outstanding Account.”

Particulars Number of Options

Outstanding at the beginning of the year -

Granted during the year 79,500

Forfeited/lapsed during the year 3,000

Exercised during the year 0

Outstanding at the end of the year 76,500

Exercisable at the end of the year 0

(d) Fair Value Assumptions for Grants Made During the Year

• Stock Price: Rs. 38.93

• Risk-free interest rate: 7.10%

• Expected life: 12 years

• Time to Maturity: 11 years

• Annualized volatility: 68.13%

• Expected dividends: Nil

• Option value: Rs. 36.24

(e) Expense Recognized in the Statement of Profit and Loss

No expense has been recognized in the Statement of Profit and Loss for the year ended March 31, 2025,

in respect of options granted under ESOP 2023 as required under Ind AS 102. As per the terms of the

scheme, the vesting period is scheduled from end of 1 year upto the end of 11th year from the grant of

options. The vesting period shall be determined by the Board based on the achievement of certain

performance conditions. As of the reporting date, no performance conditions have been framed by the

board, leading to inconclusive vesting period; accordingly, the management of the company has

contended that it is not possible to record any expense due to uncertainty of vesting of ESOPs.

----------------Page (92) Break----------------

NOTES TO STANDALONE FINANCIAL STATEMENTS

1.23 Related parties

The disclosure in pursuance to Indian Accounting Standard-24 on “Related Party disclosures” is as

under:

Name of the related party and nature of related party relationship having transaction with the company

during the year:

(i) Key Management Personnel:

• Bimal Bansal, Managing Director

• Siddharth Bansal, Director

• Saurabh Kamalkishore Agarwal, Director

• Rachana Agarwal, Director

• Pradeepkumar Rameshkumar Goyal, Director

• Prashant Agarwal, Director & CFO

• Harsh Soni. CS & Compliance Officer

• Shaharyar Saiyad, CS & Compliance Officer

(ii) Relative of Key Managerial Personnel:

• Bimal Bansal HUF

• Siddharth Bansal HUF

• Sourabh Bansal HUF

• Sourabh Bansal

• Bala Bansal

• Shalini Bansal

• Shweta Bansal

Transactions with Key Managerial Personnel & their Relatives were as follows:

(Amount in lakhs)

Name Nature of Transaction Amount

(a) Key Managerial Person

Bimal Bansal Remuneration 24.00

Loan Accepted 42.65

Interest 15.46

Loan Repaid 443.79

Siddharth Bansal Interest 4.47

Loan Repaid 166.59

Prashant Agarwal Salary 24.44

Harsh Soni Salary 0.79

Shaharyar Saiyad Salary 4.24

(b) Relative of KMP

Bimal Bansal HUF Loan accepted 200.09

Interest 7.35

Loan Repaid 5.34

Siddharth Bansal HUF Loan accepted 185.22

Interest 8.08

Loan Repaid 0.44

Sourabh Bansal HUF Loan Accepted 180.07

Interest 6.55

Loan Repaid 3.37

Sourabh Bansal Interest 1.69

Loan Repaid 51.37

----------------Page (93) Break----------------

Bala Bansal Loan Accepted 57.16

Interest 1.37

Loan Repaid 104.61

Rent 7.20

Shalini Bansal Interest 3.87

Loan Repaid 2.05

Shweta Bansal Loan Accepted 22.33

Interest 1.31

Loan Repaid 70.49

Details of outstanding balance regarding transactions with related parties –

(Amount in lakhs)

Name Nature of Transaction Amount

Shalini Bansal Loan Outstanding 64.30

Bimal Bansal HUF Loan Outstanding 246.12

Siddharth Bansal HUF Loan Outstanding 250.58

Sourabh Bansal HUF Loan Outstanding 233.10

Bimal Bansal Remuneration Payable 1.63

Prashant Agarwal Salary 0.10

Shaharyar Saiyad Salary 0.24

Bala Bansal Rent 0.54

1.24 Figures for the previous period have been regrouped/ rearranged wherever necessary to make

them comparable with current figure.

1.25 Additional Regulatory Information

(i) The Company has not revalued any of its Property Plant & Equipment and Intangible assets.

(ii) The Company has not given any Loans or Advances in the nature of loans to promoters directors

KMP’s & related parties.

(iii) The Company does not have any benami property held in its name. No proceedings have been

initiated on or are pending against the Company for holding benami property under the Benami

Transactions (Prohibition) Act 1988 (45 of 1988) and Rules made hereunder.

(iv) The provisional quarterly statements filed by the company with bank/financial institutions are in

agreement with the audited books of accounts of the company.

(v) The Company is not declared as a wilful defaulter by Banks or Financial Institutions or any other

lender.

(vi) The Company does not have any transactions with struck-off companies.

(vii) No charges or satisfaction are pending for registration with ROC beyond the statutory period.

(viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of

the Act read with the Companies (Restriction on Number of Layers) Rules 2017.

(ix) There is no transaction that is not recorded in the books of accounts that has been surrendered or

disclosed as Income during the year in the tax assessment under the Income Tax Act 1961.

(x) The Company has not traded or invested in Crypto-currency during the financial year.

----------------Page (94) Break----------------

NOTES TO STANDALONE FINANCIAL STATEMENT

(xi) Utilisation of borrowed funds and share premium

• The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies)

including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. Provide any guarantee security or the like to or on behalf of the ultimate beneficiaries.

b. Provide any guarantee security or the like to or on behalf of the ultimate beneficiaries.

• The Company has not received any fund from any person(s) or entity(ies) including foreign

entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that

the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner

whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. Provide any guarantee security or the like on behalf of the ultimate beneficiaries.

As per our report of even date

For PRADEEP K. SINGHI & ASSOCIATES For and on behalf of the Board of Directors

Chartered Accountants

Firm Reg. No.:0126027W

Sd/- Sd/-

Bimal Bansal Prashant Agarwal

Sd/- Director Director & CFO

Pradeepkumar Singhi DIN: 00029307 DIN: 10394966

Partner

M. No. 024612

Date: 27/05/2025 Sd/-

Place: Surat Shaharyar Saiyad

UDIN: 25024612BMONJD3376 Company Secretary

----------------Page (95) Break----------------

Disclosure of Gratuity Liability as per Acturial Valuation

Period2024‐252023‐24

Present value of the obligation at the

beginning of the period15.3110.66

Interest cost1.220.80

Current service cost5.134.91

Benefits paid (if any)0.00-

Actuarial (gain)/loss-0.88(1.05)

Presentvalue ofthe obligation at the end of

the period20.7815.31

Period2024‐252023‐24

Acturial gain/losses from changes in

Demographics assumptions (morality) Not Applicable Not Applicable

Acturial gain/losses from changes in

financial assumptions1.03 0.28

Experienceadjustment(gain)/losses for plan

liabilities(1.91)(1.33)

Total amount recognized in other

comprehensive Income(0.88)(1.05)

PeriodAs on 31‐03‐2025As on 31‐03‐2024

Present value ofthe obligation at the end of

the period20.78 15.31

Fair value of plan assets at end of period- -

Netliability/(asset) recognized in Balance

Sheet and related analysis20.78 15.31

Funded Status(20.78)(15.31)

Period2024‐252023‐24

Interest cost1.22 0.80

Current service cost5.13 4.91

Expected return on plan asset- -

Netactuarial (gain)/loss recognized in the

period- -

Expenses to be recognized in P&L6.28 5.70

PeriodAs on 31‐03‐2025As on 31‐03‐2024

Number of employees55.00 58.00

Total monthly salary13.08 13.76

Average Past Service(Years)3.30 2.50

Average Future Service (yr)27.40 28.30

Average Age(Years)32.60 31.70

Weightedaverage duration (based on

discounted cash flows) in years24.00 25.00

Average monthly salary0.24 0.24

Raw Edge Industrial Solutions Limited

(E)Summary of membership data at the date of valuation and statistics based thereon:

(A) Table Showing Changes in Present Value of Obligations:

(B) Table Showing Changes in Present Value of Obligations:

(C)Key results (The amount to be recognized in the Balance Sheet):

(D) Expense recognized in the statement of Profit and Loss:

----------------Page (96) Break----------------

As atAs at

31st March, 2025 31st March, 2024

I.ASSETS

Non‐current Asset

(a) Property, Plant and Equipment1 2,530.62 2,450.87

(b) Right to use- -

(b) Capital Work in progress- -

(d) Goodwill- -

(e) Other Intangible Aseets13.38 5.44

(f) Intangible Assets under Development 1- -

(g) Biological Assets other than bearer plants

(h) Financial Assets

(i) Investments- -

(ii) Trade Receivables483.93 83.93

(iii) Loans-

(iv) Other Financial Assets-

(i) Deferred Tax Assets10- 2.45

(j) Other non current assets220.04 24.35

Total non‐current assets2,637.97 2,567.03

Current Assets

(a) Inventories31,340.89 1,382.94

(b) Financial Assets

(i) Investments-

(ii) Trade Receivables4781.70 1,008.26

(iii) Cash and Cash Equivalents51.11 7.95

(iv) Bank balance other than (iii) above - -

(v) loans- -

(vi) Other Financial Assets- -

(d) Others Current Assets2244.07 431.79

Total Current assets2,367.78 2,830.94

TOTAL ASSETS5,005.74 5,397.98

II.EQUITY AND LIABILITIES

Equity

(a) Equity Share Capital61,005.84 1,005.84

(b) Other Equity71,080.30 1,183.33

Total Equity2,086.14 2,189.17

Liabilities

Non Current Liabilities

(a) Financial Liabilities

(i) Borrowings81,186.03 1,431.46

(ia)Lease liability- -

(ii) Trade Payable

(A) Total dues of MSME- -

(B) Total dues of creditors other than

MSME- -

(iii) Other Financial Liabilities

(b) Provisions919.40 15.31

(d) Other non current liabilities - -

Total non‐current liabilities1,272.05 1,446.77

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

Balance Sheet as at 31st March, 2025

ParticularsNote No.

----------------Page (97) Break----------------

Current Liabilities

(a) Financial Liabilities

(i) Borrowings8678.55 886.22

(ia)Lease liability

(ii) Trade Payable11

(A) Total dues of MSME352.56 352.30

(B) Total dues of creditors other than

MSME591.39 494.19

(iii) Other Financial Liabilities120.22 3.49

(b) Other Current Liabilities133.99 5.51

(d) Current Tax Liabilities- -

Total Current liabilities1,647.55 1,762.03

TOTAL EQUITY AND LIABILITIES5,005.74 5,397.98

For Pradeep K. Singhi & AssociatesFor and on behalf of the Board of Directors

Sd/‐Sd/‐Sd/‐

Pradeepkumar SinghiBimal Bansal Prashant Agarwal

PartnerDirector & CFO

DIN: 10394966

Date : 27/05/2025

Place : Surat

UDIN : 25024612BMONJD3376

Managing Director

DIN: 00029307

Sd/‐

Shaharyar Saiyad

Company Secretary

As per our report of even date

Chartered Accountants

Firm Reg. No.: 0126027W

M. No. 024612

----------------Page (98) Break----------------

As atAs at

31st March, 2025 31st March, 2024

I. Revenue from Operations144,478.27 4,496.80

II. Other Incomes154.70 2.58

III. Total Income (I + II)4,482.97 4,499.38

IV. Expenses:

1Cost of Materials consumed161,932.47 2,213.55

2Purchases of Stock-in-Trade349.97 284.43

3Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade1798.75 (15.29)

4 Employee Benefit Expenses18289.22 273.74

5 Finance Costs19167.43 222.94

6 Depreciation and amortization Expense 1178.25 169.64

7 Other Expenses201,501.71 1,425.79

V Total Expenses4,517.81 4,574.79

VI Profit before Tax (III - V)(34.84) (75.41)

VII Tax Expense:

(1) Current tax-

(2) Deferred Tax1069.07 (16.85)

VIII Profit/ (Loss) for the period (103.91) (58.57)

0.88 1.05

- -

0.88 1.05

(103.03) (57.52)

(1) Basic(1.03) (0.58)

(2) Diluted(1.03) (0.58)

For Pradeep K. Singhi & AssociatesFor and on behalf of the Board of Directors

Sd/‐Sd/‐

Pradeepkumar SinghiBimal Bansal Prashant Agarwal

PartnerDirector & CFO

DIN: 10394966

Date : 27/05/2025

Place : Surat

UDIN : 25024612BMONJD3376

Managing Director

DIN: 00029307

Sd/‐

Shaharyar Saiyad

Company Secretary

Defined Benefit plan actuarial gains/(losses)

Items that will be reclassified to profit or loss

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

Profit & Loss Statement for the period ended 31st March, 2025

Income Tax relating to items that will be

Sr. No.Particulars

Note

No.

Other Comprehensive Income

Items that will not be reclassified to profit or

Defined Benefit plan actuarial gains/(losses)

M. No. 024612

Total Other Comprehensive Income for the year,

Total Comprehensive Income for the year

Earnings Per Equity Share

As per our report of even date

Chartered Accountants

Firm Reg. No.: 0126027W

Income Tax relating to items that will not be

Sd/-

----------------Page (99) Break----------------

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/ (Loss) before tax (34.84) (75.41) Add/ (Less): Adjustment for

Gratuity Expense6.35 5.70 Depreciation and Amortization178.25 169.64

Profit on sale of PPE(1.64) - Interest on Unsecured loan50.20 90.19

Interest on Term loan & CC113.93 123.41

Operating Profit before working capital changes 312.24 313.53

Add / (Less): Increase / (Decrease) in Trade Payables 97.46 (46.19)

Increase / (Decrease) in Other current financial liabilities (3.27) (0.09) Increase / (Decrease) in Other current liabilities (1.52) (2.47)

Increase / (Decrease) in Short Term/ Long Term Provision (0.87) 1.82 (Increase) / Decrease in Trade Receivables 226.56 151.94

(Increase) / Decrease in Inventories 42.05 (71.76) (Increase) / Decrease in Other Current Assets187.72 (152.97)

(Increase) / Decrease in Other Non-Current Assets4.31 69.91

Changes in Working Capital 552.44 (49.80)

Cash generated from operation 864.68 263.73 Less: Taxes paid ‐ ‐

Net Cash from Operating Activities (A)864.68 263.73

B CASH FLOW FROM INVESTING ACTIVITIES Add: Adjustment for

Sale of Property, Plant & Equipments3.02 - Decrease in CWIP- 2.54

Less: Adjustment for Addition in Property, Plant & Equipments (257.31) (57.40)

Increase in CWIP- - Net Cash used in Investing Activities (B)(254.29) (54.86)

C CASH FLOW FROM FINANCING ACTIVITIES Add: Adjustment for

(Decrease)/ Increase in share capital- - (Decrease)/ Increase in reserves and surplus- -

Increase / (Decrease) in Short Term Borrowings (207.67) (33.75) (Decrease)/ Increase in Long Term Borrowings(245.43) 43.90

Interest on Loans & Advances(453.09) 10.14

Less: Adjustment for (Decrease)/ Increase in Long Term Loans & Advances

Interest on Unsecured Loan (50.20) (90.19) Interest on Term Loan(113.93) (123.41)

(164.13) (213.60)

Net Cash from Financing Activities ( C)(617.22) (203.45)

Net Increase in Cash & Cash Equivalents (A+B+C)(6.84) 5.42

Add: Cash & Cash Equivalents at beginning of period7.95 2.53 Cash & Cash Equivalents at end of period1.11 7.95

For Pradeep K. Singhi & AssociatesFor and on behalf of the Board of Directors

Sd/‐Sd/‐Sd/‐

Pradeepkumar SinghiBimal Bansal Prashant AgarwalPartnerManaging DirectorDirector & CFO

DIN: 00029307DIN: 10394966

Date : 27/05/2025Sd/‐

Place : SuratShaharyar SaiyadUDIN : 25024612BMONJD3376Company Secretary

As per our report of even date

Chartered AccountantsFirm Reg. No.: 0126027W

M. No. 024612

Raw Edge Industrial Solutions Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2025

PARTICULARS31st March 202431st March 2025

----------------Page (100) Break----------------

NOTE # 7

Particulars Amount

As at April 1, 20231,005.84

Changes in Equity share capital ‐

As at March 31, 20241,005.84

Changes in Equity share capital -

As at March 31, 20251,005.84

Particulars

Securities

premium

reserve

Retained Earning

Other

Comprehensive

Income

Total Other

Equity

As at April 01, 2024874.70 293.66 14.97 1,183.33

Profit for the year - (103.91) - (103.91)

Remeasurement gain /(loss) on

defined benefit

obligations (net) -

0.88 0.88

Total Comprehensive income

for the year - (103.91) 0.88 (103.03)

Transactions with owners in

their capacity as owners - - - -

Capitalization - - - -

Other Changes - - - -

As at March 31, 2025874.70 189.75 15.85 1,080.30

Particulars

Securities

premium

reserve

Retained Earning

Other

Comprehensive

Income

Total Other

Equity

As at April 01, 2023874.70 352.23 13.92 1,240.85

Profit for the year - (58.57) - (58.57)

Remeasurement gain /(loss) on

defined benefit

obligations (net) - -

1.05

Total Comprehensive income

for the year - (58.57) 1.05 (57.52)

Transactions with owners in

their capacity as owners - - - -

Capitalization - - - -

Other Changes - - - -

As at March 31, 2024874.70 293.66 14.97 1,183.33

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2025

A.Equity Share Capital

B. Other Equity

----------------Page (101) Break----------------

NOTE # 1

Financial Year

: 2024

‐25

Assessment

Year

: 2025

‐26

Tangible Assets as on 31st

March 2025

Useful Life

COST

AS ON

01.04.2024

ADDITIONS

DURING THE

YEAR

SALE /

DISPOSAL

DURING THE

YEAR

TOTAL AS ON 31.03.2025

UPTO 01.04.2024

FOR THE YEAR

Deduction UPTO 31.03.2025

NET CARRYING AMOUNT

AS ON

31.03.2025

NET CARRYING AMOUNT

AS ON

31.03.2024

Land

403.29

69.68

472.98

‐ ‐

472.98

403.3

2 Plant & Equipment

2,592.90

178.97

27.51

2,744.37

1,184.66

136.86

26.13

1,295.39

1,448.99

1,408.2

2 Factory Building

620.48

5.41

625.90

94.83

19.74

‐

114.57

511.33

525.7

3 Furiture & Fixtures

26.39

25.05

0.12

‐

25.17

1.22

1.3

4 Vehicles

Commercial vehicle

98.32

- -

98.32

30.75

14.43

‐

45.17

53.14

67.6

Motor Car

62.04

- -

62.04

28.02

1.93

‐

29.95

32.10

34.0

Motor Cycle

6.19 -

6.19

4.58

0.49

‐

5.07

1.12

1.6

5 Office/ Factory Equipment 5

17.85

1.52

19.37

12.2

1.51

‐

13.76

5.62

5.6

Mobile Instrument

12.88

1.72

14.60

11.95

0.40

‐

12.35

2.24

0.9

6 Computer & Printer

23.60

21.01

0.71

‐

21.72

1.88

2.6

TOTAL

3,863.9

257.31

27.51

4,093.7

1,413.0

176.1

26.13

1,563.1

2,530.62

2,450.8

Year

3,813.0

50.89

‐

3,863.9

1,245.42

167.6

‐

1,413.0

2,450.8

2,567.65

NOTE # 1Intangible Assets as on 31st

March 2025

Useful Life

COST

AS ON

01.04.2024

ADDITIONS

DURING THE

YEAR

SALE / DISPOSAL DURING THE

YEAR

TOTAL AS ON 31.03.2025

UPTO 01.04.2024

FOR THE YEAR

Deduction

UPTO 31.03.2025

NET CARRYING AMOUNT

AS ON

31.03.2025

NET

CARRYING

AMOUNT

AS ON

31.03.2024

1 Computer Software

24.55

19.11

2.06

‐

21.18

3.38

5.44

TOTAL

24.55

‐

24.55

19.11

2.06

‐

21.18

3.38

5.44

Year

18.0

6.52

‐

24.55

17.13

1.98

‐

19.11

5.44

0.90

Intangible

Capital

WIP as on 31st

March 202

Useful Life

COST

AS ON

01.04.2024

ADDITIONS

DURING THE

YEAR

SALE /

DISPOSAL

DURING THE

YEAR

TOTAL AS ON 31.03.2025

UPTO 01.04.2024

For

the year

Deduction

UPTO 31.03.2025

NET CARRYING AMOUNT

AS ON

31.03.2025

NET CARRYING AMOUNT

AS ON

31.03.2024

1 Shed & Building WIP

1.51

0.00

TOTAL

‐

1.51

0.00

‐

0.00

‐

Year

‐

S.NO.

PARTICULARS

GROSS

BLOC

DEPRECIATION

BLOC

NET BLOC

Raw Edge Industrial

Solutions

Limited

S.NO.

PARTICULARS

GROSS

BLOCK

DEPRECIATION

BLOCK

NET BLOCK

S.NO.

PARTICULARS

GROSS

BLOC

DEPRECIATION

BLOC

NET BLOC

----------------Page (102) Break----------------

Particulars

NOTE # 2

Other Non Current Assets

Capital advances‐ -

Advances other than capital advance

Advance to employees- -

Advance to Suppliers- -

Security Deposits

Torrent Power0.10 0.10

Dakshin Gujarat Vij Co Ltd18.95 21.75

Grasim Industries Ltd (EMD) 1.00 1.00

GSECL - 1.50

20.04 24.35

Other Current Assets

Capital advances29.30 181.40

Advances other than capital advance

Advance to employees3.71 2.46

Advance to Suppliers23.98 25.94

Prepaid Expenses

Insurance Premium1.50 1.39

Others0.08 1.10

TCS Receivable(0.00) 0.19

TDS Receivable2.92 2.74

GST Receivable168.01 201.85

VAT Receivable14.58 14.58

Fastag (Axis)- 0.15

244.07 431.79

NOTE # 3

Inventories

Finished Goods833.45 965.25

Raw Material420.46 363.76

Packing Material22.27 5.67

Stores and spares 62.91 46.92

Stock-in-trade1.80 1.34

1,340.89 1,382.94

Mode of valuation of closing stock

Raw Material have been valued at cost.

Finish goods have been valued at lower of cost and net realizable value.

NOTE # 4

Trade Receivables

Non Current83.93 83.93

Current781.70 1,008.26

Unsecured, Considered Good

- Not due 493.84 987.25

281.68 11.52

- Outstanding from 6 months -1 year - 7.28

- Outstanding from1-2 year 3.97 2.22

- Outstanding from 2-3 year 2.22 -

- Outstanding for exceeding 3 years 83.93 83.93

865.63 1,092.19

As at

31st March, 2025

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

Annexures to the Balance Sheet

As at

31st March, 2024

- Outstanding for less than six months

----------------Page (103) Break----------------

NOTE # 5

Cash and Cash Equivalents

Balance With Banks

Current Account

Axis Bank0.32 0.35

Deposit Account

Axis Bank*- 1.62

Cash on Hand0.79 5.98

1.11 7.95

NOTE # 6

Equity Share capital

Authorised Capital

Equity Shares1,110.00 1,110.00

(1,11,00,000 Shares of Rs 10/- each)

Issued, Subscribed and Paid up

Equity Shares1,005.84 1,005.84

(1,00,58,400 Shares of Rs 10/- each)

Reconciliation of number of shares

and equity share capital No. of Shares Amount No. of Shares Amount

Authorised Share Capital

Number of shares at the beginning 1,11,00,000 1,110.00 1,01,00,000 1,010.00

Add : Increased during the year- - 10,00,000 100.00

Number of shares at the end1,11,00,000 1,110.00 1,11,00,000 1,110.00

Issued, Subscribed and paid up

Number of shares at the beginning 1,00,58,400 1,005.84 1,00,58,400 1,005.84

Add : Increased during the year- - - -

Number of shares at the end1,00,58,400 1,005.84 1,00,58,400 1,005.84

%No. of Shares

Bala Bansal5.27%5,29,903

Sidharth Bansal19.93%20,04,240

Sourabh Bansal19.93%20,04,240

Bimal Bansal18.20%18,30,340

Shalini Bansal6.38%6,41,357

No. of Shares

20,04,240

18,30,340

6,41,357

5,29,903

4,67,292

23,988

No. of Shares

20,04,240

Particulars

Shares held by each shareholder holding more than 5% shares, specifying the number of shares held. :

Trade receivables are due neither from directors or other officers of the company either severally or jointly with any

other person nor from firms or private companies respectively in which any director is a partner, a director or a

member.

* FD have been kept as Margin Money and against bank guarntees extended on behalf of company.

Shares held by promoter as on 31/3/2024 are as follows:

Particulars

Sidharth Bansal

Sourabh Bansal

Bimal Bansal

Shalini Bansal

Bala Bimal Kumar Bansal

Shweta Saurabh Bansal

Sourabh Bansal

Bimalkumar Bansal HUF

Shares held by promoter as on 31/3/2025 are as follows:

Particulars

Sidharth Bansal

----------------Page (104) Break----------------

17,64,340

6,41,357

4,69,626

4,01,457

23,988

NOTE # 8

Borrowings

Non Current Borrowings

Secured loan

Axis Bank (Term Loan - GECL)- 33.22

Axis Bank (DLOD)318.74 400.00

Axis Bank (Term Loan)134.43 112.50

The Federal Bank13.09 14.70

Yes Bank (Fiat)- 1.83

Yes Bank (JCB Skid steer)9.97 13.53

Yes Bank (wagonR)3.71 5.00

Yes Bank Ltd (Backhoe Loader)18.64 24.81

Yes Bank Ltd (Hydra ACE 15XW)12.02 15.83

Yes Bank (wagonR)4.40 5.62

Less: Current Maturities of Long-Term Debt(123.09) (146.60)

391.91 480.44

Unsecured loan

From Directors- 619.12

From Related Parties794.12 331.90

794.12 951.02

1,186.03 1,431.46

Current Borrowings

Current Maturities of Long-Term Debt 123.09 146.60

Working Capital Loan

Axis Bank (CC)555.47 739.62

678.55 886.22

Loan From Axis Bank & HDFC Bank

Primary Security

Hypothecation charge on movable fixed asset financed by such loan, present and future.

Collateral security

Simple mortgage of Flat No. 02, Navkruti Appt., Lal Bunglow, Surat In the name of Mrs. Bala Bansal.

Cash Credit From Axis Bank

Primary security

Collateral Security

Personal Guarantee

Loan from The Federal Bank

Term loan - 78 monthly installments of Rs. 1.98 lacs each post completion of Moratorium of 6 months at ROI of 9.00%

p.a. (i.e. Repo rate + 2.50%)

Shweta Saurabh Bansal

Bimalkumar Bansal HUF

Bimal Bansal

Shalini Bansal

Bala Bimal Kumar Bansal

Simple mortgage of Factory Land & Building situated at Block no. 186, R.S. No. 201, Nana Borasara, Mangrol, Surat.

Personal Guarantee by Bimal Bansal, Sourabh Bansal and Siddharth Bansal who are the directors of the company.

Personal Guarantee of Mrs. Bala Bansal ,the Property owner.

Secured by way of hypothication of entire current assets of the company including stock and receivables, both present

and future.

Bimal Bansal, Sourabh Bansal, Sidhharth Bansal & Bala Bansal give 100% guarantee.

Terms of Repayment of Axis Bank

Loan against Volkwagen Taigun repayment in 84 monthly installments of Rs. 23,576 each

(1) Secured by way of hypothecation of movable fixed assets, Mortgage of Flat No.01,02,101, Navkruti App.,

Athwalines, Surat and Factory Land & Building situated at Block no. 186, R.S. No. 201, Village: Nana Borasara, Sub-

District Mangrol, District : Surat

Hypothecation of entire current asset of the company including stock and receivables, both present and future.

Simple mortgage of Flat No. 01,101 Navkruti Appt., Lal Bunglow, Surat In the name of Mr. Bimal Bansal.

GECL - 42 monthly (including 6 months moratorium) installments of Rs. 8.30 Lacs at ROI of 9.25% p.a. (Repo rate +

2.75%)

DLOD - 60 months Instalments of Rs. 6.66 Lacs each at ROI of 9.35% p.a.(i.e. Repo rate + 2.85%)

100

----------------Page (105) Break----------------

Loan From Yes Bank

NOTE # 9

Provisions

Non Current

Provision for Employee Benefits

Gratuity19.40 15.31

19.40 15.31

Current

Provision for Employee Benefits

Gratuity1.38 -

Director's Remuneration Payable1.60 1.60

Staff Salary Payable17.82 18.68

P.F. Payable0.04 0.04

20.84 20.33

NOTE # 11

Trade Payables

Current

Dues of Micro Small and Medium Enterprises352.56 352.30

Dues to others591.39 494.19

943.95 846.49

Trade payable ageing schedule is as follows ‐

MSME suppliers

- Not due 127.92 151.81

- Outstanding for less than one year212.21 198.08

- Outstanding from1-2 year12.38 2.41

- Outstanding from 2-3 year0.04 -

- -

Other suppliers

- Not due 270.17 258.72

- Outstanding for less than one year278.78 177.92

- Outstanding from1-2 year 4.18 6.79

- Outstanding from 2-3 year 0.97 21.25

37.29 29.51

Disputed Dues - MSME - -

Disputed Dues - Others - -

Total 943.95 846.49

NOTE # 12

Other Financial Liabilities

Interest Accrued but not due on Borrowings0.22 3.49

0.22 3.49

ROI for repayment term is 9.35% (Repo rate + 2.85%) p.a.

Loan against JCB Robot Skid Steer Loader repayable on 60 monthly installments of Rs. 0.38 Lacs each.

Loan against WagonR car repayable on 60 monthly installments of Rs. 0.13 Lacs each.

- Outstanding for exceeding 3 years

Loan against 3DX Backhoe Loader repayable on 60 monthly installments of Rs. 0.67 Lacs each.

Loan against Hydra ACE 15XW repayable on 60 monthly installments of Rs. 0.42 Lacs each.

Loan against WagonR car repayable on 60 monthly installments of Rs. 0.13 Lacs each.

Terms of Repayment of Axis Bank CC:

Loan against Jeep car repayable on 84 monthly installments of Rs. 0.23 Lacs each.

101

----------------Page (106) Break----------------

NOTE # 13

Other Current Liabilities

0.03 -

Other Payables : Statutory Dues

GST Payable- 2.83

TCS Payable- 0.04

TDS Payable3.85 2.52

Professional Tax Payable0.11 0.11

3.99 5.51

For Pradeep K. Singhi & AssociatesFor and on behalf of the Board of Directors

Chartered Accountants

Firm Reg. No.: 0126027W

Sd/‐Sd/‐Sd/‐

Pradeepkumar SinghiBimal Bansal Prashant Agarwal

PartnerDirector & CFO

M. No. 024612DIN: 10394966

Date : 27/05/2025

Place : Surat

UDIN : 25024612BMONJD3376

Managing Director

DIN: 00029307

Sd/‐

Shaharyar Saiyad

Company Secretary

As per our report of even date

Income Received in Advance

102

----------------Page (107) Break----------------

As at

31st March, 2025

As at

31st March, 2024

4,119.48 3,948.74

NOTE # 14

Revenue from operations Sale

of Products

Sale of Services

Transportation Income358.79 548.06

4,478.27 4,496.80

NOTE # 15

Other Incomes

Other Non - Operating Income

1.64 -

1.65 1.47

0.09 0.21

Profit on sale of Fixed Asset Vatav&

Kasar/Balance written off Interest on IT

Refund

Interest on Deposit 1.32 0.90

4.70 2.58

NOTE # 16

Cost of Material Consumed

Raw Material

363.76 307.29

1,989.18 2,270.01

Opening

Purchase

Closing 420.46 363.76

1,932.47 2,213.55

NOTE # 17

Changes in inventories of finished goods, stock‐in‐trade and work‐in‐progress

Closing Stock 920.43 1,019.19

Opening stock 1,019.19 1,003.89

Increase/Decrease 98.75 (15.29)

258.59 243.75

24.00 24.00

NOTE # 18

Employee benefits expense Salaries and

Wages

Salary & Wages

Director's Remuneration Contribution to PF

and Other Funds

6.35 5.70Gratuity Expenses PF

Contribution 0.29 0.29

289.22 273.74

NOTE # 19

Finance Costs

RAW EDGE INDUSTRIAL SOLUTIONS LIMITED

Annexures to the Profit & Loss Statement

Particulars

Interest Expenses on

0.04 0.07

- 0.05

50.20 90.19

Late payment of Income Tax & TDS Late

Payment of ESIC

Unsecured Loan

Bank CC 63.30 70.08103

----------------Page (108) Break----------------

DL OD31.03 23.13

Secured Loan19.60 30.20

Processing Charges3.18 9.18

Bank Charges0.09 0.04

167.43 222.94

NOTE # 20

Manufacturing Expenses:

Loading Unloading Expenses101.40 47.32

Packing Expenses94.85 42.18

Power & Fuel 60.05 97.59

Detention Expenses2.41 2.16

Weightment Expenses0.19 0.01

Repairs & Maintenance74.60 78.16

Material Shortage4.78 2.66

Transportation Expenses 874.32 790.51

Laboratory Expenses0.10 0.10

1,212.70 1,060.69

Administrative Expenses :

AMC Expenses1.78 1.83

Auditors' Remuneration2.50 0.25

Bulker Expense77.71 88.69

Computer & Internet Charges7.05 5.34

Conveyance Expenses8.94 9.73

Depository fees1.24 1.29

Electricity Expenses1.81 4.04

Hotel Boarding & Lodging Expenses0.25 0.52

Insurance1.99 3.04

Legal & Professional Expenses13.52 14.87

Manpower Recruitment Expenses0.37 1.38

Membership fees0.03 0.79

Mobile & Telephone Expenses1.18 0.91

Office & General Exp.19.74 13.82

Postage & Courier Expenses0.40 0.20

Printing & Stationery Expense0.35 0.62

Rent, Rates & Taxes

Rent125.12 185.07

SMC Tax0.31 0.28

ROC Expenses0.14 1.10

RTO Expenses15.85 17.51

Subscription Expenses0.31 0.06

Travelling Expenses0.37 0.37

Vehicle Running & Maintenance Exp.2.81 3.77

283.75 355.49

104

----------------Page (109) Break----------------

Selling & Distribution Expenses:

Advertisement Expenses0.28 0.25

Sales Promotion Expenses0.65 3.23

Commission on Sales3.80 4.75

Tempo Expenses0.53 1.38

5.26 9.61

Total1,501.71 1,425.79

As per our report of even date

For Pradeep K. Singhi & AssociatesFor and on behalf of the Board of Directors

Chartered Accountants

Firm Reg. No.: 0126027W

Sd/‐

Pradeepkumar SinghiPrashant Agarwal

PartnerDirector & CFO

M. No. 024612DIN: 10394966

Date : 27/05/2025

Place : Surat

UDIN : 25024612BMONJD3376

Sd/‐

Bimal Bansal

Managing Director

DIN: 00029307

Sd/‐

Shaharyar Saiyad

Company Secretary

Sd/-

105

----------------Page (110) Break----------------

Financial Year : 2024‐25

Assessment Year : 2025‐26

NOTE # 10

CALCULATION OF DEFFERED TAX ASSETS / LIABILITIES :

SR.DESCRIPTIONSAMOUNTAMOUNT

NO.(Rs.)(Rs.)

1 ADJUSTMENT OF DTL/DTA FOR THE YEAR

Difference in closing Balance of Property, Plant

& Equipments

WDV as per Companies Act2,061.01

WDV as per Income Tax Act1,405.63

DEFFERED TAX LIABILITY @ 22 % ON Rs. 655.38 144.18

2Unabsorbed Depreciation338.07 (74.38)

Long term capital loss2.60 (0.57)

Disallowance u/s 43B332.82 (73.22)

Allowance u/s 43B 320.94 70.61

66.62

*Opening Balance of DTL /(DTA)(2.45)

Deferred Tax liabilities increased due to adjustment

of the year

69.07

*Closing Balance of DTL / (DTA)66.62

Raw Edge Industrial Solutions Limited

106

----------------Page (111) Break----------------

107

----------------Page (112) Break----------------

RatioFormulaNumerator Denominator 2024‐25 2023‐24 % of Variance

Current Asset

Current Liability

Total debt

Shareholders’ Equity

Earnings available for debt service

Debt service

Net profit after tax

Average Shareholders’ Equity

Sales

Average Inventory

Credit Sales

Average Trade Receivable

Credit Purchase

Average Trade Payable

Sales

Net Assets

Net Profit

Revenue

Earnings before interest & Tax

Capital Employed

Profit

Investment

2. Variance in Net profit ratio is because of deferred tax effect.

-16%

Current ratio2,367.78 1,647.55 1.44 1.61 -11%

Debt – Equity ratio1,864.59 2,086.14 0.89 1.06

Debt service coverage ratio305.89 287.21 1.07 0.85 25%

Return on Equity (ROE)- 103.91 2,086.14 0.0 -0.03

21%

Inventory Turnover Ratio4,478.27 1,361.92 3.29 3.34 -1%

Trade receivables turnover ratio4,478.27 1,411.73 3.17 2.62

Trade payables turnover ratio2,339.14 1,367.19 1.71 1.98 -13%

Net capital turnover ratio4,478.27 2,086.14 2.15 2.05

Net profit ratio- 103.91 4,478.27 -0.02 -0.01 78%

Return on Capital Employed (ROCE)129.28 3,358.19 0.04 0.04

1. As company is not having any investment, this ratio is not applicable

Return on Investment(ROI) - - --Note 1

For and on behalf of the Board of Directors

Sd/‐

Prashant Agarwal

Director & CFO

DIN: 10394966

As per our report of even date

For Pradeep K. Singhi & Associates

Chartered Accountants

Firm Reg. No.: 0126027W

Sd/‐

Pradeepkumar Singhi

Partner

M. No. 024612

Date : 27/05/2025

Place : Surat

UDIN : 25024612BMONJD3376

Sd/‐

Bimal Bansal

Managing Director

DIN: 00029307

Sd/‐

Shaharyar Saiyad

Company Secretary

108

----------------Page (113) Break----------------

ELECTRONIC VOTING PARTICULAR

EVEN (E VOTING EVENT NUMBER)

134918

E-Voting shall start on Tuesday, 26th August, 2025 (9:00 a.m. IST) and will remain open till

Thursday, 28th August, 2025 (5:00 p.m. IST)

109

----------------Page (114) Break----------------

THE MINISTRY OF CORPORATE AFFAIRS HAS TAKEN A “GREEN INITIATIVE IN THE CORPORATE

GOVERNANCE” BY ALLOWING PAPERLESS COMPLIANCES BY THE COMPANIES AND HAS ISSUED

CIRCULAR STATING THAT SERVICE OF NOTICE/DOCUMENTS INCLUDING ANNUAL REPORT CAN

BE SENT BY E-MAIL TO ITS MEMBERS. TO SUPPORT THIS GREEN INITIATIVE OF THE

GOVERNMENT, MEMBERS WHO HAVE NOT REGISTERED THEIR E-MAIL ADDRESS, SO FAR, ARE

REQUESTED TO GET THEIR E-MAIL ADDRESSES, IN RESPECT OF ELECTRONIC HOLDING WITH

DEPOSITORY THROUGH THEIR CONCERNED DEPOSITORY PARTICIPANTS. MEMBERS, WHO HOLD

SHARES IN PHYSICAL FORM, ARE REQUESTED TO GET THEIR SHARES DEMATERIALIZED.

110

----------------Page (115) Break----------------

111

----------------Page (116) Break----------------

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