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Raj Oil Mills LtdIndustry : Solvent Extraction
BSE Code:533093NSE Symbol: ROMLP/E(TTM):104.37
ISIN Demat:INE294G01026Div & Yield %:0EPS(TTM):0.68
Book Value(Rs):2.8620485Market Cap ( Cr.):212.75Face Value(Rs):10
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Dear Shareholders,

Your Directors are pleased to present 21st Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2023.

1. PERFORMANCE OF THE COMPANY

The Company's performance is summarized below:

FINANCIAL RESULTS

(Rs in Lakhs)

Particulars 2022-2023 (in Rs.) 2021-2022 (in Rs.)
Revenue from Operations 14,035.57 11,855.51
Other Income 98.41 5.92
Total Income 14,133.98 11,861.43
Total Expenses* 13,873.73 11,569.04
Profit/(Loss) for the year before taxation 260.25 292.39
Tax Expenses
(a) Current Tax - -
(b) Deferred Tax (17.76) (32.51)
Profit/(Loss) after Tax 242.48 259.88
Earnings Per Share
Basic 1.62 1.73
Diluted 1.62 1.73

*Total Expenses includes the exceptional item of Rs. 47.73 Lakhs.

PERFORMANCE

Your Company's total income during the year under review was Rs. 14,133.98 Lakhs as compared to Rs. 11,861.43 Lakhs in the previous year. The Profit after tax was Rs. 242.48 Lakhs as compared to Rs. 259.88 Lakhs in the previous year.

2. STATE OF COMPANY'S AFFAIRS

Operating revenue is at Rs. 14,133.98 Lakhs in the Financial Year ended 2022-23 as compared to Rs. 11,861.43 Lakhs in Financial Year 2021-22. The Net profit after tax and depreciation during the FY 2022-23 is Rs. 242.48 Lakhs as compared to profits of Rs. 259.88 Lakhs during the last financial year.

3. DIVIDEND

Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, no Dividend has been declared by the Directors during the Financial Year 2022-23.

4. SHARE CAPITAL

During the share capital of the Company is as follows:

The Authorized Share Capital of Company Rs. 160,00,00,000/-.

The paid-up Equity Share Capital of the Company as on 31st March, 2023 is Rs. 14,98,86,840/- divided into 1,49,88,684 shares of Rs. 10/- each.

5. TRANSFER TO RESERVES

During the year under review, your Company has no amount that is proposed to be transferred to the general reserves out of the net profits of the Company for the financial year 2022-23.

6. PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the Resolution approved by the Hon'ble National Company Law Tribunal vide its Order dated April 19, 2018, the Company is making the payment of 100% of the principal amount due to fixed deposits holders who has submitted their claims upto an amount not exceeding Rs.5,36,00,000/- as originally approved under the approved Resolution Plan. Further, in compliance with approved resolution plan the outstanding Public Deposits as on March 31,2023 is Rs. 65,32,262/-

However, there are certain Fixed Deposit holders who are not traceable and thus the Company has been not able to make payment for those Fixed Deposits Holder. The Company is in process of filing Petition in NCLT for obtaining clarification for the same.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review, as required under Regulation 34 read with Schedule V the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.

8. DIRECTORS' RESPONSIBILITY REPORT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts, for the financial year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) 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 profits of the Company for that period;

c) they 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;

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

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

9. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report. The requisite certificate from M/s. D Maurya Associates, Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance has been included in the said Report.

A Certificate from the Managing Director and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

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

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

• Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and filtration more energy efficient. This includes regular maintenance of machineries and regular check- up of energy consuming devices. Total energy consumption and energy consumption per unit of production is prescribed in Form-A of Annexure-II to this report.

• Technology Absorption

Your Company has continuously adapted latest technology and best practices from the industry and efforts. Company has made efforts in developing new packaging and new products to make its products duplicate proof and tamper proof, which has yielded good response from the customers and will continue in future.

• Foreign Exchange Earnings and Outgo

Particulars 31st March, 2023 (in Rs.) 31st March, 2022 (in Rs.)
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo Nil Nil

11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure III".

In terms of Section 136 of the Act, the Annual Report and Accounts are being sent to the Members, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointments during the year:

• The Board of Directors on recommendation of Nomination and Remuneration Committee approved the Appointment of Mrs. Needa Altaf Mukhi (DIN: 07664451) as the Additional Whole-Time Director of the Company for a period of 5 (five) years w.e.f. June 30, 2022 and Members have ratified her appointment as the Whole-Time Director in the Annual General Meeting held on August 02, 2022, for a period of 5 (five) years.

• The Board of Directors on recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Arun Dash (DIN: 09657537) as the Additional Non-Executive Independent Director of the Company for a period of 5 years w.e.f. June 30, 2022 and Members have ratified his appointment as the Non- Executive Independent Director in the Annual General Meeting held on August 02, 2022, for a period of 5 (five) years.

• Ms. Khushbu Bohra was appointed as Company Secretary & Compliance Officer of the Company w.e.f. May 21, 2022.

(b) Resignations during the year:

• Mr. Mohammed Zahid Abdul Samad Mukhi resigned as Additional Whole-Time Director of the Company w.e.f. June 30, 2022.

• Mrs. Lucky Kulkarni resigned as Non-Executive Independent Director of the Company w.e.f. June 30, 2022.

• Mr. Jay Bhansali resigned as Company Secretary & Compliance Officer of the Company w.e.f. May 20, 2022.

(c) Change in Designations during the year:

• The shareholders in the Annual General Meeting held on August 02, 2022 approved the following appointments:

i) Mr. Atikurraheman Daudbhai Mukhi was appointed as Managing Director for a period of 3 years w.e.f. November 12, 2021.

ii) Mrs. Needa Altaf Mukhi (DIN: 07664451) as Whole Time Director (Executive) of the Company for a period of 5 years w.e.f. June 30, 2020.

iii) Mr. Arun Dash (DIN: 09657537) as Non-Executive Independent Director of the Company for a term of 5 years w.e.f. June 30, 2022.

During the year under review and in the Board Meeting held on November 12, 2021, Mr. Atikurraheman Daudbhai Mukhi has been re-designated and elevated from Whole Time Director to Managing Director of the Company and Members have ratified his appointment as the Managing Director of the Company in the Annual General Meeting held on August 02, 2022 for a period of 3 (three) years w.e.f. November 12, 2021.

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2022-23. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

In the opinion of the Board, the independent director appointed during the year possesses the required qualifications, integrity, expertise and experience (including proficiency) for the position.

They also bring in the required skill, competence and expertise that allow them to make effective contributions to the Board and its committees.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

- Mr. Parvez Shafee Ahmed Shaikh, Chairman & Whole Time Director

- Mr. Atikurraheman Daudbhai Mukhi, Managing Director

- Mr. Tabrez Shafi Ahmed Shaikh, Whole Time Director

- Mr. Humayun Ahmed Shafi Ahmed Shaikh, Whole Time Director

- Mrs. Needa Altaf Mukhi, Whole Time Director

- Mr. Amir Atikurrehman Mukhi, Whole Time Director

- Mr. Sanjay K. Samantaray, Chief Financial Officer

- Ms. Khushbu Bohra, Company Secretary & Compliance Officer

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Mr. Humayun Ahmed Shafi Ahmed Shaikh Whole Time Director and Mr. Amir Atikurrehman Mukhi, Whole Time Director retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

As per the information available with the Company, None of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

13. RIGHTS ISSUE

The Board of Directors of the Company at its meeting held on September 30, 2021, approved the issuance of fully paid-up equity shares of the Company by way of a rights issue to the existing equity shareholders of the Company upto an amount worth Rs 44.97 crores. Thereafter, on January 16, 2023, the Company submitted the draft letter of offer in connection with the proposed rights issue, framed in line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the Securities and Exchange Board of India ('SEBI'), BSE and NSE, for requisite approvals. Further, the Rights Issue was withdrawn by the Rights Issue Committee of the Company on March 20, 2023 due to not meeting minimum eligibility criteria. The Company has provided necessary documents and clarification to both the exchanges and RE Holders that Rights Issue of the Company have been withdrawn due to poor market conditions, and market volatility and hence had not received minimum subscription during the offer period.

14. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.

15. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS

The Board met six times during the financial year. The meeting details are provided in the Corporate governance report that forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Nomination and Remuneration and Compensation Committee (NRC) has carried out Board Evaluation i.e. evaluation of the performance of: (i) the Board as a whole and its Committees, and (ii) individual directors (including independent directors).

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated.

The performance evaluation of the Chairman, Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting.

c. AUDIT COMMITTEE

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015. All the Members, including the Chairman of the Audit Committee is Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

The composition of the Committee was re-constituted on June 30, 2022 with the following members:

Sr. No. 1. Name Mr. Huzefa Dawood Ghadiali Designation Chairman
2. Mrs. Lucky Kulkarni * Member
3. Mrs. Kiran Raghavendra Awasthi Member
4. Mr. Rishang Sanjay Jain Member
5. Mr. Humayun Shafi Ahmed Shaikh Member
6. Mr. Arun Dash # Member

* Ceased as a Member w.e.f. June 30, 2022

# Appointed as a Member w.e.f. June 30, 2022

During the year under review, the Board has accepted all the recommendations of the Audit Committee.

The Company Secretary of the Company acts as the Secretary of the Committee.

d. NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR 2015.

The composition of the Committee was re-constituted on June 30, 2022 with the following members:

Sr. No. Name Designation
1. Mrs. Kiran Raghavendra Awasthi Chairperson
2. Mrs. Lucky Kulkarni * Chairperson
3. Mr. Huzefa Dawood Ghadiali Member
4. Mr. Siraj Furniturewala Member
5. Mr. Unmesh Breed Member
6. Mr. Arun Dash # Member

* Ceased as a Chairperson w.e.f. June 30, 2022

# Appointed as a Member w.e.f. June 30, 2022

The Board has framed a Nomination and Remuneration and Compensation Policy including fixation of criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The same has been annexed herewith as "Annexure IV". The Policy is also uploaded on the web-site of the Company at link: https:// rajoilmillsltd.com/investor/policies-for-investor/.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 2015, the Company has constituted Stakeholders Relationship Committee.

The composition of the Committee was re-constituted on June 30, 2022 with the following members:

Sr. Name No. Designation
1. Mr. Siraj Furniturewala Chairman
2. Mrs. Lucky Kulkarni * Member
3. Mr. Rishang Sanjay Jain Member
4. Mr. Parvez Shafee Ahmed Shaikh Member
5. Mr. Unmesh Breed Member
6. Mr. Arun Dash # Member

* Ceased as a Chairperson w.e.f. June 30, 2022

# Appointed as a Member w.e.f. June 30, 2022

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

16. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor

M/s. Kailash Chand Jain & Co., Chartered Accountants, Mumbai (Firm Regn. No.112318W) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 04th May, 2019 for a period of 5 years i.e. from the conclusion of the said Annual General Meeting until the conclusion of Twenty First Annual General Meeting.

The Auditor's Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Auditor

M/s. D Maurya & Associates, Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2022 - 2023 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as "Annexure V" to this Report. The Secretarial Auditor's Report do not contain any qualifications, reservations, adverse remark or disclaimer.

Cost Auditor

During the year, M/s. Vinod C. Subramaniam & Co., Cost Accountants was appointed as the Cost Auditor of the Company for the financial year 2022 - 2023 as required under Section 148(3) of the Companies Act, 2013 read with Rules of the Companies (Cost Records and Audit) Rules, 2014. Further, the Board hereby confirms that the cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013, and rules made thereunder, have been made and maintained.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism /Whistle Blower Policy through which the Directors and Employees, Franchisees, Business Partners, Vendors or any other third parties making a Protected Disclosure under this Policy may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. 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 is placed on the website of the Company at https://rajoilmillsltd.com/investor/ policies-for-investor/.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSTION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report. There was no change in company's nature of business during the FY 2022 - 23.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on arm's length basis and were in ordinary course of business. The Detail of the related party entered between the Company and the related party are given in the Form AOC-2 as Annexure I, which is the part of this report, as required under Section 134(3) (h) of the Companies Act, 2013. The Board has approved a policy for related party transactions which has been uploaded on the Company's website. The web- link as required under SEBI Listing Regulations, 2015 is at https://rajoilmillsltd.com/investor/policies-for-investor/.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements.

21. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

22. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31,2023 made under the provisions of Section 92(3) of the Companies Act, 2013 is placed at Company's website on www.rajoilmillsltd.com.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts which impact the going concern status and the Company's operations in future.

24. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation's growth and its sustainability in the long run.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate person. Section 135 of the Companies Act, 2013, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies.

The compliance with Section 135 is applicable to specific class or classes of the Companies falling under the threshold mentioned under the Act and rules framed there under. However, our Company does not fall under the requisite threshold as mentioned under Section 135 during the financial year under review and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

26. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

27. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

28. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

29. RISK MANAGEMENT

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Company's Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on continuing basis.

30. ACKNOWLEDGEMENTS

The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all other well-wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.

31. CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis may contain certain statements describing the Company's objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update

any such forward-looking statements. Some important factors that could influence the Company's operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

For and on behalf of the Board of Directors
Of Raj Oil Mills Limited
Sd/-
Parvez Shafee Ahmed Shaikh
Mumbai, September 06, 2023 Chairman