The Directors are pleased to present their 43rd Annual Report on the business and operations of the
Company and the Audited Financial Accounts for the Year ended 31st March, 2025.

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. 33688.23 Lakhs as
compared to Rs. 24398.80 Lakhs in the previous year and incurred profit of Rs. 906.21 Lakhs as
compared to the Profit of Rs. 474.24 Lakhs in the previous year. The Company has earned more than
double profit during the year under review as compared to the profit of 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 Companies Act, 2013 (“the Act”) read
together with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

The Company’s Paid-up Equity Share Capital continues to stand at Rs.387.50 Lakhs as on 31st March,
2025. 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 nature of 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,
2025 is 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 (“the 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 2024-25 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 2025-26 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.

BOARD MEETINGS HELD DURING THE YEAR:

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, Mrs. Pamita Sunil Agarwal (DIN:07135868) is liable to retire by
rotation at forthcoming AGM and being eligible, offers herself for re-appointment. A brief resume
of Mrs. Pamita Sunil Agarwal (DIN: 07135868), Director (Non-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.

? Designations of Mr. Yash Sunil Agarwal (DIN: 02170408) and Mr. Hardik Sunil Agarwal
(DIN- 03546802) changed from Non-Executive Directors to Joint Managing Directors (Executive
Directors) w.e.f. 5^th August, 2024.

? Mr. Kamalbhai Bansilal Patel (DIN: 02740853) and Mr. Samirbhai Rameshbhai Sheth (DIN:01285752)
completed their second consecutive term as Independent Directors of the Company and
consequently, ceased to be Directors of the Company w.e.f. 9th June, 2024 after closing of
business hours.

? Mr. Punambhai Bhailalbhai Patel (DIN: 10661796) and Mr. Alpesh Dineshkumar Shah (DIN:
10661799) were appointed by the Board of Directors as Additional Directors (Non-executive &
Independent) w.e.f. 9th June, 2024. Thereafter, they have been regularized as Independent
Directors by the members in the AGM held on 4th September, 2024.

? Mrs. Aditi Khandelwal resigned as the Company Secretary & Compliance Officer of the Company
w.e.f. 3rd October, 2024.

? Ms. Deepika Ladha was appointed as the Company Secretary & Compliance Officer w.e.f. 26th
March, 2025.

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

INDEPENDENT DIRECTORS:

? Mr. Anup Ramniwas Agarwal, Mr. Nishit Chandulal Joshi, Punam Bhailalbhai Patel and Alpesh
Dineshkumar Shah Independent Directors of the Company have registered their name in the
Independent Director Databank. 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.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 24th March, 2025, 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 26.03.2025. 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 except the
following:

Subsequent to the signing of the Balance Sheet for the year under review, the Directorate General
of GST Intelligence (“DGGI”), Ahmedabad Zonal Units, had initiated search operations under
Section 67 of the Central Goods and Service Tax Act, 2017, at the registered office/ factory of the
Company at Rakhial, Ahmedabad. The officials concluded such search operations recently i.e. in
the first quarter of the FY 2025-26. During the period of search, the Company fully cooperated
with the officials and responded to all clarifications and details sought by them. This has not
impacted the operations of the Company which have continued as usual.

Upon oral instruction of the officials, the Company made a payment of Rs.188 Lakhs under
protest. As of the date of signing of the financial statements for the FY 2024-25, the Company
has not received any formal communication from the authorities. The management does not
expect any adverse consequences from these search operations on the Company's financial or
operational position.

The Company will recognize the requisite liability or disclose a contingent liability, if any, when such
a liability materialize upon the initiation of formal proceedings by the DGGI, Ahmedabad Zonal
Units.

We have not qualified our report in this regard.

Board’s Explanation:

Auditor’s comment is self-explanatory and does not require any further explanation from the
Board.

? 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. Jinang Shah & Associates Company Secretaries (Mem. No.: 10649 and COP: 14215), was
appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-2025, as
required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report
in Form MR-3 for the FY 2024-2025 forms part of this Report as Annexure-C.

In terms of provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations,
the appointment of M/s. Jinang Shah & Associates, Company Secretaries (Mem. No.: 10649 and
COP: 14215) is hereby recommended by the Board of Directors to the members for their approval
by an ordinary resolution for a term of 5 consecutive years from the conclusion of this 43_rd AGM
until the conclusion of the 48_th AGM of the Company to be held in the year 2030. The Secretarial
Auditor has confirmed that they hold valid Certificate issued by the Peer Review Board of the
Institute of Company Secretaries of India and provided their Consent cum Eligibility Certificate for
such appointment.

The Secretarial Audit Report are self-explanatory and does not contain any qualification, reservation,
adverse remarks or disclaimers except the following observations:

Auditor’s Comments:

The status of the Company in the Calcutta Stock Exchange Limited (“the Stock Exchange”) is
found to be “Suspended” during the Audit Period. The Company has paid fees for revocation of
suspension to the Stock Exchange and also filled required documents for revocation of suspension
from the Stock Exchange. The process of revocation of suspension is pending at the end of the
actions to be taken by the Stock Exchange.

Ms. Aditi Khandelwal having Membership No.: A65823 was resigned from the post of Company
Secretary & Compliance Officer of the Company w.e.f. 03.10.2024 and Ms. Deepika Ladha having
Membership No: A64281 was appointed as the Company Secretary & Compliance Officer of the
Company w.e.f. 26.03.2025. This caused delay in filling the vacancy of the Company Secretary
& Compliance Officer of the Company within the stipulated time of three months as provided in
the Regulation 6(1A) of the LOdR Regulations.

Board’s Explanation:

Auditor’s observation is self-explanatory and does not require any further explanation from the
Board. With regards to filling the vacancy of the Compliance Officer & Company Secretary of the
Company beyond the stipulated period of 3 months. The Company has made continuous efforts
for finding another suitable candidate for the post of the Compliance Officer & Company Secretary
of the Company. The Company has posted such vacancy in the newspaper, placement portal of
the ICSI and various other sources.

The Secretarial Compliance Report has been filed with the Stock Exchange and is also disclosed
on the website of the Company at https://www.raghuvir.com/annual_report.html.

? 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 2025-26. 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 2024-25 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 2024-25 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 2025-26. 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:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rules made thereunder
and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has in place Audit Committee. As on 31st March, 2025 , Audit Committee comprises of 3
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.

During the financial year under review 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 and Mr.
Kamalbhai Bansilal Patel and Mr. Samirbhai Rameshbhai Sheth, Independent Directors ceased as
members of the committee due to resignation from the Board.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 read with Rules made thereunder
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has in place Nomination And Remuneration Committee As on 31st March, 2025 Nomination
and Remuneration Committee comprises of 3 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.

During the financial year under review 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 and
Mr. Kamalbhai Bansilal Patel and Mr. Samirbhai Rameshbhai Sheth, Independent Directors ceased as
members of the committee due to resignation from the Board.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee (“the Committee” or “SRC”) in
compliance with the provisions of Section 178(5) of the Act and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”). As on 31st March, 2025
Stakeholder Relationship Committee comprises of 3 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.

During the financial year under review 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 2024 and
Mr. Kamalbhai Bansilal Patel, and Mr. Samirbhai Rameshbhai Sheth, Independent Directors ceased as
members of the committee due to resignation from the Board.

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 2024-2025.

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, 2025,
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, 2025 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
2024-25.

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 : 01/09/2025 For and on behalf of the Board of Directors

Place : AHMEDABAD For, Raghuvir Synthetics Limited

Sunil Raghubirprasad Agarwal

(Chairman & Managing Director)
DIN : 00265303