The Directors are pleased to present their 42ND Annual Report on the business and operations of the Company and the Audited Financial Accounts for the Year ended 31st March, 2024.

FINANCIAL RESULTS : (Rs. In Lakhs)

HIGHLIGHTS OF PERFORMANCE & STATE OF THE COMPANY’S AFFAIRS:

During the year under review, the Company has earned Total Income of Rs. 24398.80 Lakhs as compared to Rs. 9599.39 Lakhs in the previous year and incurred profit of Rs.474.24 Lakhs as compared to the Loss of Rs. 981.82 Lakhs in the previous year.

DIVIDEND:

Keeping in view the financial results and in order to conserve financial resources for the future requirement of the fund, your Directors do not recommend any dividend during the year under review.

RESERVES AND SURPLUS:

Balance of General Reserves of Rs.160.21 Lakhs at the end of the year remained same as of the previous year.

PUBLIC DEPOSITS:

During the year under review, your Company has not invited or accepted any Deposits from the public/ members pursuant to the provisions of Sections 73 and 76 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) 4Rules, 2014.

SHARE CAPITAL:

The Company’s Paid-up Equity Share Capital continues to stand at Rs.387.50 Lakhs as on 31st March, 2024. During the year under review, the Company has not issued any Shares or Securities.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

Dreamsoft Bedsheets Private Limited is a Subsidiary of the Company. Hence, pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the Company’s Subsidiary in Form AOC-1 is annexed as Annexure-A to this Report.

No Company has become an associate or joint venture of your Company during the year under review.

THE CHANGE IN NATURE OF BUSINESS:

There is no change in the business of the Company during the year under review.

ANNUAL RETURN AS PER SECTION 92(3) OF THE ACT:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 will be available on the Company’s website, http://www.raghuvir.com/annual_report.html.

RELATED PARTY TRANSACTIONS:

In compliance with the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has formulated a Policy on Related Party Transactions (RPTs) and manner of dealing with RPTs. The updated Policy can be accessed on the Company’s website, http://www.raghuvir.com/policies.html.

All transactions with related parties during the FY 2023-24 were reviewed and approved by the Audit Committee and were at Arm’s Length Price (ALP) and in the Ordinary Course of Business (OCB). Prior omnibus approval was obtained for all RPTs which were of repetitive nature and entered in the OCB and on an ALP basis. The transactions entered into pursuant to the omnibus approval so granted were reviewed by Audit Committee on quarterly basis.

During the year under review, your Company has entered into related party transactions in terms of Section 188 of the Act, the details whereof are provided in Form AOC-2 which forms an integral part of this Report as Annexure-B.

Approval of Members is being sought for the material RPTs for the FY 2024-25 at the ensuing Annual General Meeting (“AGM”), details regarding material related party transactions are provided in the Notice calling the ensuing AGM and explanatory statement thereof.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:

THE DETAILS OF CHANGE IN DIRECTORS OR KMP DURING THE YEAR AND AS ON DATE OF THIS

REPORT DETAILS OF COMMITTEES OF BOARD OF DIRECTORS:

? In terms of Section 152 of the Act, Mr. Sunil Raghuvir Prasad Agarwal (DIN: 00265303) is liable to retire by rotation at forthcoming AGM and being eligible, offers himself for re-appointment. A brief resume of Sunil Raghuvir Prasad Agarwal (DIN: 00265303), Chairman & Managing Director (Executive) being proposed to be re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under as required under Regulation 36(3) of the Listing Regulations, is annexed to the Notice of the ensuing AGM.

? Change in designation of Mr. Yash Sunil Agarwal & Mr. Hardik Sunil Agarwal from Joint Managing Director to Non-Executive Directors of the company. (w.e.f. 03rd February, 2024)

? Appointment of Mr. Yash Sunil Agarwal & Hardik Sunil Agarwal from Non-Executive Directors to Joint Managing Director. (w.e.f. 05 August 2024)

? Mr. Vikram Ramchandra Gupta, was appointed as the Chief Financial Officer (w.e.f. 01st December, 2023)

? Mrs. Aditi Khandelwal, was appointed as the Company Secretary & Compliance Officer (w.e.f. 06th February, 2024)

? Mr. Prateek Pareek resigned as the Chief Financial Officer (KMP) w.e.f. 30th November, 2023.

? Mrs. Swati Jain resigned as the Company Secretary & Compliance Officer of the Company w.e.f. 30th November, 2023.

? Cessation of Mr. Kamalbhai Bansilal Patel (DIN: 02740853) and Mr. Samirbhai Rameshbhai Sheth (DIN:01285752)who was re-appointed as an Independent Director of the company, for the second term of 5(five) consecutive years on 10th June, 2019, ceases to hold the office as an Independent Director w.e.f. 09.06.2024.

? Appointment of Punam Bhailalbhai Patel and Alpesh Dineshkumar Shah as an Additional Independent Director (w.e.f. 09.06.2024)

? Details of Committees of the Board of Directors are provided in the Corporate Governance Report forming part of this Report.

INDEPENDENT DIRECTORS:

? As on Date of this Report Mr. Anup Ramniwas Agarwal and Mr. Nishit Chandulal Joshi, Punam Bhailalbhai Patel and Alpesh Dineshkumar Shah of the Company have registered their name in the database and Mr. Anup Ramniwas Agarwal and Mr. Nishit Chandulal Joshi are exempted from the online proficiency self-assessment test with respect to registration of Independent Director in a Company, on the date of commencement of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, Ministry Of Corporate Affairs Notification dated 22nd October, 2019 in exercise of the powers conferred by Section 149 read with Section 469 of the Act, the Central Government amend the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Company has received necessary Declaration from each Independent Director under Section 149(7) of the Act, that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.

? Cessation of Mr. Kamalbhai Bansilal Patel (DIN: 02740853) and Mr. Samirbhai Rameshbhai Sheth (DIN:01285752)who was re-appointed as an Independent Director of the company, for the second term of 5(five) consecutive years on 10th June, 2019, ceases to hold the office as an Independent Director w.e.f. 09th June, 2024.

? Appointment of Punam Bhailalbhai Patel and Alpesh Dineshkumar Shah as an Additional Independent Director (w.e.f. 09.06.2024)

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 28th March, 2024, inter alia, discussed the following:

? Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole.

? Reviewed the performance of the Chairman of the Company taking into account the views of Executive Directors and Non-executive Directors.

? Assessed the quality, quantity and timelines of flow of information between the Company, management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

BOARD, COMMITTEE AND INDIVIDUAL DIRECTOR EVALUATION:

Evaluation Survey of the Executive / Non -Executive Directors of the Company was carried out by entire Board of members except the Director being evaluated. Evaluation Survey of Independent Director was also carried on by the entire Board of Directors in the same way as it is done for the Executive Directors of the Company except the Director getting evaluated. Evaluation of performance of the Board and its’ Committee has been made by the Board considering the financial and operational performance of the Company. Based on the performance evaluation of each and every Director and the Chairman of the

Company, the Nomination and Remuneration Committee provides ratings based on each criteria and sub-criteria in accordance with the Nomination and Remuneration Policy of the Company, the Code of Conduct of the Directors and the criteria for the evaluation of the performance as prescribed in Directors’ Performance Evaluation Policy. The Directors’ Performance Evaluation Policy is also disclose website of the Company, http://www.raghuvir.com/policies.html.

The meeting for the purpose of evaluation of performance of Board Members by Nomination and Remuneration Committee was held on 26.05.2023, 31.08.2023, 01.12.2023 and 06.02.2024. The members of the Committee expressed their satisfaction with the evaluation process.

AUDITORS:

? STATUTORY AUDITORS & ITS AUDIT REPORT

At the 40th Annual General Meeting (“AGM”) of the Company held on 26th September, 2022, M/s. G. K. Choksi & Co., Chartered Accountants, having FRN: 101895W, was appointed as the Statutory Auditors of the Company for a term of 5 years, to hold office till the conclusion of the 45th AGM of the Company.

The Notes on Financial Statements (including the Consolidated Financial Statements) referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remarks or disclaimer.

? REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

? SECRETARIAL AUDITOR & ITS REPORT

M/s. SPAN & Co. Company Secretaries LLP (LLPIN: AAG-7017) was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-2024, as required under Section 204 of the Act and Rules made thereunder. Your Company has received consent from M/s. SPAN & Co. Company Secretaries LLP to act as the Secretarial Auditor for conducting audit of the secretarial records for the Financial Year ending 31st March, 2024. The Secretarial Audit Report in Form MR-3 for the FY 2023-2024 forms part of this Report as Annexure-C.

The Secretarial Audit Report are self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimers. The Secretarial Compliance Report has been filed with the Stock Exchange.

? INTERNAL AUDITOR

The Board of Directors has appointed M/s. Ashok K. Bhatt & Co. (Firm Registration No. 100657W) as the Internal Auditor of your Company for the Financial Year 2024-25. Findings of the Internal Auditor was satisfactory. As per the Report of the Internal Auditor, there exist a proper internal checks and controls in the Company.

? COST AUDITOR

Pursuant to the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain its cost records and get the same audited by a Cost Accountant in Practice. Accordingly, the cost records are made and maintained by the Company as required under Section 148(1) of the Act.

During the year under review, M/s. Anuj Aggarwal & Co., Cost Accountants (FRN: 102409) were appointed as the Cost Auditors of the Company for the FY 2023-24 for conducting the audit of cost records of the Company. Your Company is maintaining the requisite cost records and the Cost Audit Report for the FY 2023-24 which shall be filed with the Ministry of Corporate Affairs in due course.

The Board has, based on the recommendation of the Audit Committee, approved the re-appointment of M/s. Anuj Aggarwal & Co., Cost Accountants (FRN- 102409) as the Cost Auditors of the

Company for the Financial Year 2024-25. As per provisions of the Act, the remuneration payable to Cost Auditors is required to be approved by the members in a General Meeting. Accordingly, a resolution seeking members’ ratification for the remuneration payable to M/s. Anuj Aggarwal & Co. is included in the Notice convening the AGM.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:

Particulars of loans, guarantees, securities and investments under Section 186 of the Act, wherever applicable, have been disclosed in the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the Listing Regulations, forms part of this Report as Annexure-D.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

CORPORATE GOVERNANCE:

Your Company has complied with all the requirements of the Corporate Governance in true letter and spirit as prescribed in the Listing Regulations and the Act read with rules made thereunder. In line with the Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, is annexed to this Report as Annexure-E.

AUDIT COMMITTEE:

During the year 23-24, Audit Committee comprises of 4 members and all members are Independent Directors there are no instances where the Board had not accepted the recommendations of the Audit Committee. The composition and the functions of the Audit Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

The Audit Committee composition has been revised w.e.f 09.06.2024, Audit Committee comprises of 3 members and all members are Independent Directors. The Audit Committee composition are as follows-

* Alpesh Dineshkumar Shah was appointed as the member of the committee w.e.f 09.06.2024 NOMINATION AND REMUNERATION COMMITTEE:

During the year 23-24, Nomination and Remuneration Committee comprises of 4 members and all members are Independent Directors.The functions of the Nomination and Remuneration Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

The Nomination & Remuneration Committee composition has been revised w.e.f 09.06.2024, Nomination and Remuneration Committee comprises of 3 members and all members are Independent Directors. The composition are as follows -

* Alpesh Dineshkumar Shah was appointed as the member of the committee w.e.f 09.06.2024

STAKEHOLDER RELATIONSHIP COMMITTEE:

During the year 23-24, Stakeholder Relationship Committee comprises of 4 members and all members are Independent Directors. The functions of the Stakeholder Relationship Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

The Stakeholder Relationship Committee composition has been revised w.e.f 09.06.2024, Stakeholder Relationship Committee comprises of 3 members and all members are Independent Directors. The composition are as follows-

* Alpesh Dineshkumar Shah was appointed as the member of the committee w.e.f 09.06.2024

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review.

MATERIAL CHANGES BETWEEN THE DATES OF THE END OF FINANCIAL YEAR AND THE DIRECTORS’ REPORT:

There have been no material changes and commitments, affecting the financial position of the Company between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPOTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are provided in Annexure-F to the Directors’ Report and forms part of this Report.

SECRETARIAL STANDARD COMPLIANCE:

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Act.

CORPORATE MANAGEMENT & RISK MANAGEMENT POLICY:

The Board of Directors have developed and implemented a robust Risk Management Policy which identifies the key elements of risks that threatens the existence of the Company. The Audit Committee reviews the Company’s financial and risk management policies and steps taken by the Company to mitigate such risks at regular intervals. The Policy can be accessed on the Company’s website, http://www.raghuvir.com/policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Clause is not applicable to company for the Financial Year 2023-2024.

PREVENTION OF SEXUAL HARASSMENT POLICY:

In order to comply with provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the website of the Company at http://www.raghuvir.com/policies.html. As per the requirement of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of this Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace.

Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a) That in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements have been

selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate

and were operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. Employees can raise any suspected or actual violations to the Code of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-G to this report.

No employee has received remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2023-24.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE ACT:

The Policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Act, adopted by the Committee, forms part of this Report as Annexure-H and also available on the website of the Company at http://www.raghuvir.com/ policies.html.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

Date : 05/08/2024 BY ORDER OF THE BOARD OF DIRECTORS

PLACE : AHMEDABAD FOR, RAGHUVIR SYNTHETICS LIMITED

SUNIL R. AGARWAL

(Chairman & Managing Director) DIN : 00265303