To,

The Members,

The Directors are pleased to present the 31st Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2018.

FINANCIAL PERFORMANCE SUMMARY:

The summarized financial highlights is depicted below:

The financial result of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) w.e.f. 1st April.2017. Consequently, the results for the previous period have also been restated as per IND AS

There are no material changes and commitments affecting thefinancial position of the company between the end of the financial year and the date of this report.

PERFORMANCE OF YOUR COMPANY

- Revenue from operations was Rs. 146.51 crorein FY18 as against Rs. 120.30crorein FY17, YoY growth of 21.79%

- EBITDA (excluding other income) stood at Rs. 21.93 crorein FY18 as against Rs. 12.37 crorein FY17, YoY growth of 77.28%.

- Profit After Tax was at Rs. 12.06 crorein FY18 as against Rs. 6.27 crorein FY17, YoY growth of 92.34%

- EPS grew by 87.96% to Rs. 2.03 in FY18from Rs. 1.08 in FY17

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Re.0.25 per share (i.e. 25%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting. The dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 185.05 lakhs including dividend distribution tax.

SHARE CAPITAL

During the year under review, the Company has issued and allotted 35,00,000 Convertible Warrants (convertible in to equivalent number of Equity Shares of Re. 1/- each, within 18 months from the date of allotment, in one or more tranches) at issue price of Rs. 19.10/- per Warrant (including Rs. 18.10 as Security Premium) on Preferential allotment basis to the Promoters and Individuals other than Promoters.

The purpose of the funds so received by this preferential issue is to meet its working capital requirements for its existing as well as new growth opportunities as explained in the EGM Notice sent to the members for their approval.

The conversion of the warrants so issued & allotment of equity Shares took place in 2 tranches as under:

Accordingly, consequent upon the conversion, the paid-up equity share capital of the Company stands at Rs. 6,15,30,750/- divided in to 6,15,30,750 Equity Shares of Re. l/-each.

LISTING

The Equity Shares of the Company continue to remain listed on the Bombay Stock Exchange Limited.

FIXED DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Particulars of loans, guarantees and Investments have been disclosed in the Financial Statements.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo’s best in class infrastructure and Bausano’s sublime pioneering technology, availability of indigenous raw material and access to the latest technology. Through this unique Joint Venture, customers are offered world class technological products at affordable price levels.

The Consolidated Financial Statement of the Company along with its Associates (Rajoo Bausano Extrusion Private Limited) prepared for the year 2017-18 forms part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per Companies act, 2013 is provided in Annexure I.

The Company does not have any subsidiary as on reporting date. During the year under review, company does not have become or ceased to be Companys subsidiaries, joint ventures or associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149,152 and other applicable provisions of the Companies Act, 2013 Ms. Khushboo Chandrakant Doshi and Mr. Sunil Jain retire by rotation and being eligible has offered themselves for re-appointment. Brief particulars of Ms. Khushboo Chandrakant Doshi and Mr. Sunil Jain and their expertise in various functional areas is given in the Notice convening the Annual General Meeting.

During theyear, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of all the Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

During the year Mr. Utsav K. Doshi is appointed as Whole Time Director of the Companyforfive years commencing from01.07.2017. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(I) in the preparation of the annual accounts for the financial year ended March 31,2018, the applicable accounting standards have been followed and there are no material departures:

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Companyforthat period:

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) the directors had prepared the annual accounts on a going concern basis:

(v) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively:

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year2017-18.

NUMBER OF MEETINGS OF THE BOARD

Twenty One meetings of the board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms the part of this report.

INDEPENDENT DIRECTORS’ MEETING AND FAMILARISATION PROGRAMME

The Independent Directors met on 23rd March, 2018 without attendance of Non-Independent Directors and members of the Management. The independent Directors reviewed the performance of non-independent directors and the Board as a whole: the performance of the Chairperson of the Company, taking in to account the views of the Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the program for familiarization of the Independent Directors of the Company are available on the Companys website www.raioo.com

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the Directors and also committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions where some of the parameters considered during the evaluation process.

A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

POLICYON DIRECTORS’APPOINTMENT AND REMUNERATION

The Companys policy on Directors’ appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is made available on the Companys website www.raioo.com

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in Corporate Governance Report. The Annual Report on CSR Activities in prescribed format is enclosed in Annexure II of this report. The policy is available on thewebsiteoftheCompanyat http://www.raioo.com/csr.html.

CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Separate report on Corporate Governance compliance and Management and Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with Compliance Certificate from Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

RISK MANAGEMENT

Your Company recognizes that Risk as an integral part of business and is committed to minimizing the risk in a pro-active and efficient manner. More details on risk management are covered in the Management Discussion and Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Companys policies, Safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosure.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

DISCLOSURE UNDER THESEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSALJACT, 2013.

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

At Rajoo, every individual is expected to treat his/her colleagues with respect and dignity. Whistle Blower Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system.

The Company also has in place ‘Prevention of Sexual Harassment Policy’. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered underthis policy.

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

No. of complaints received: Nil No. of complaints disposed off: NA EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at http://www.raioo.com/investorszone.html. The Policy intends to ensure that proper reporting: approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length.

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in ordinary course of business and on an arm’s length basis. Your Company had not entered in to any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in FormAOC-2 is not applicable.

SIGNIFICANT AND MATERIAL ORDER

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future for theyear under review

INSURANCE

Your Company has taken appropriate insurance for all the assets against foreseeable perils.

AUDITORS & AUDITORS REPORT

Board of Directors at their meeting held on 30th April, 2018, on the recommendation of the Audit Committee appointed M/s. Pankaj KShah Associates, Chartered Accountants, Ahmedabad having Firm Registration No. 107352(W) to fill the casual vacancy created due to resignation of M/s. N. R. Dhaduk & Co., Chartered Accountants subject to the approval of members at the Extra ordinary General Meeting. Extra ordinary General Meeting was held on 29th July, 2018 were members approved the Appointment of M/s. Pankaj K. Shah Associates, Chartered Accountants as Statutory Auditors of the Company to hold the office from 30th April, 2018 until the conclusion of 31 st Annual General Meeting of the Company. Further, the Company has proposed their appointment in the item number 5 of the notice, for the period of 5 (five) years subject to the ratification by the members at every Annual General Meeting.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has M/s. MaulikSheth & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report is annexed as Annexure - V. there were no qualifications, reservations or adverse remarks given by Secretarial Auditor of the Company.

COST AUDIT REPORT

Your Company has appointed M/s. Shailesh Thaker & Associates, Practicing Cost Accountants to conduct audit of the cost records of the Company for the year ended 31st March, 2019. The Cost Audit Report for the year 2016-17 was filed before the due date with the Ministry of Corporate Affairs.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III and forms a part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

At the core of our success are our people. We do not view our employees as ‘resources’; we consider them our most valuable assets, and have been working towards keeping them Engaged and Inspired. At Rajoo, we believe that Engaged and Inspired employees are more satisfied with their work, tend to stay longer, and are more productive and committed.

We aim to be an employer of choice for both our current and future employees. Our employees are the foundation of our success, and we believe in sharing our success with them.

We have also taken several steps towards encouraging women and enhancing workforce diversity through our initiatives on work-life flexibility.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Conservation of energy

(a) Energyconservation measurestaken:

Your Company continually took necessary steps to absorb and adopt the latest technologies and innovations in the Plastic Manufacturing Machines Industry. All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption.

Energy audits and inter unit studies are carried out on a regular basis for taking steps for reduction of the energy consumption.

Your Company has installed energy efficient LED Lights in factory building, Administrative offices, street lights, siding locations.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing alternate source/renewable source of energy:

- The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plant on 11-05-2018 in the state of Gujarat at Village HADAMTADA, Taluka Kotda-Sangani, District Rajkot.

- All efforts are made to use more natural lights in offices/Factory/stores premises to optimize the consumption of energy.

(c) The capital investment on energy conservation equipment:

During the year, the Company has invested as capital investment on energy conservation equipment by installing Solar Power Plant.

2.Technology absorption

(a) Efforts made in the technology absorption:

- During the year under review your company has implemented ERP System/SAP-S4HANA.

- The Company has added new, high technologically advanced 5 axis machine tools from leading German manufacturers These machine tools employ precise machining technology to produce extremely high-quality components. The digitally designed complex components are seamlessly transposed to these machine tools, eliminating the need for human intervention.

- The four New 5 axis machines from Germany & Italy have raised the bar of precision and quality in manufacturing with increased capacity. Deployment of these latest machining technologies and techniques has empowered the Company to only further the customer satisfaction to greater heights.

- The Company has technical collaboration with Commodore LLC., USA, Bausano & Figli, Italy and MEAF Machines B.V. of Netherlands are strategic partners.

- CCTV installation at various locations in plant and office premises and monitoring through central security control room.

(b) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy efficient products to consumers.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No Technology was imported for conservation of energy.

4. Expenditure on R&D:

APPRECIATION:

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Date: 27/05/2018 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot Rajoo Engineers Limited

(R. N. DOSHI)

Chairman & Managing Director

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