Raghuvir Synthetics Ltd Directors Report

DEAR SHAREHOLDERS,

The Directors are pleased to present their 44th Annual Report on the business and operations of the Company and the Audited Financial Accounts for the Year ended 31st March, 2026.

FINANCIAL RESULTS :

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	For the year ended on 31st March, 2026	For the year ended on 31st March, 2025	For the year ended on 31st March, 2026	For the year ended on 31st March, 2025
Net Total Income	25,656.36	33688.23	25,666.34	33,670.39
Less: Operating and Administrative Expenses	24,966.88	31937.03	24,968.31	31,926.42
Profit/ (Loss) before Depreciation and Taxes	689.48	1,751.2	698.03	1,743.97
Less: Depreciation and Amortization	817.16	872.08	817.76	872.08
Less: Extraordinary/Exceptional Items	-	-	-	-
Profit/ (Loss) before Tax (PBT)	(127.68)	879.12	(119.13)	871.89
Less: Taxes (including deferred tax)	9.10	(27.09)	9.10	(27.09)
Profit/ (Loss) after Tax (PAT)	(136.78)	906.21	(128.23)	898.98
Other Comprehensive Income:
Items that will not be reclassified to Profit or Loss-
Remeasurement of defined Benefit Plans	0.51	(2.70)	0.51	(2.70)
Tax relating to Remeasurement of the defined Benefit Plans	(0.13)	0.66	(0.13)	0.66
Total other Comprehensive Income, net of Tax	0.38	(2.04)	0.38	(2.04)
Total Comprehensive Income for the Year	(136.40)	904.17	(127.85)	896.94
Profit/ (Loss) for the Year Attributable to:	NA	NA	(127.16)	900.46
Owners of the Parent	NA	NA	(0.69)	(3.52)
Non-controlling Interest
Earnings Per Equity Share
Basic	(0.35)	2.34	(0.33)	2.32
Diluted	(0.35)	2.34	(0.33)	2.32

HIGHLIGHTS OF PERFORMANCE & STATE OF THE COMPANYS AFFAIRS:

During the year under review, the Company has earned Total Income of Rs. 25656.36 Lakhs as compared to Rs. 33688.23 Lakhs in the previous year and incurred Loss of Rs. 136.78 Lakhs as compared to the profit of Rs. 906.21 Lakhs in the previous year. The Company is in process of growing its business operations in the upcoming years.

DIVIDEND:

In absence of any profit during the year under review, your Directors regret their inability to recommend payment of any dividend on equity shares for the financial year ended on 31st March, 2026.

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:

TThe Companys Paid-up Equity Share Capital continues to stand at Rs.387.50 Lakhs as on 31st March, 2026. During the year under review, the Company has not issued any Shares or Securities.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

During the year under review, the Company disposed of its investment in the subsidiary company, Dreamsoft Bedsheets Private Limited. Consequently, the said entity ceased to be a subsidiary of the Company with effect from 30.03.2026.

Dreamsoft Bedsheets Private Limited was a Subsidiary of the Company till 30.03.2026. Hence, pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the Companys 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, 2026 is available on the Companys website, https://www.raghuvir.com/annual_retum.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 Companys website, http://www.raghuvir.com/policies.html.

All transactions with related parties during the FY 2025-26 were reviewed and approved by the Audit Committee and were at Arms 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 2026-27 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.

Sr. No.	Date on which board Meetings were held	Total Strength of the Board	No of Directors Present
1.	16/04/2025	8	8
2.	29/05/2025	8	8
3.	09/06/2025	8	8
4.	04/07/2025	8	8
5.	30/06/2025	8	8
6.	13/08/2025	8	8
7.	01/09/2025	8	8
8.	23/09/2025	8	8
9.	05/11/2025	8	8
10.	14/11/2025	8	8
11.	20/01/2026	8	8
12.	06/02/2026	8	8
13.	13/03/2026	8	8
14.	27/03/2026	8	8
15.	31/03/2026	8	8

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:

S.N.	Name of Directors	No. of Meeting Held	No. of Meeting Attended
1.	Mr. Sunil Raghubirprasad Agarwal	15	15
2.	Mr. Yash Sunil Agarwal	15	15
3.	Mr. Hardik Sunil Agarwal	15	15
4.	Mr. Anup Ramniwas Agarwal	12	12
5.	Mr. Aayush Kamleshbhai Shah	03	03
6.	Ms. Ankita Vivekkumar Shah	03	03
7.	Mrs. Pamita Sunil Agarwal	15	15
8.	Mr. Nishit Chandulal Joshi	12	12
9.	Mr. Punam Bhailalbhai Patel	15	15
10.	Mr. Alpesh Dineshkumar Shah	15	15

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. Yash Sunil Agarwal (DIN:02170408) is liable to retire by rotation at forthcoming AGM and being eligible, offers himself for re-appointment. A brief resume of Mr. Yash Sunil Agarwal (DIN:02170408), 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.

? The present terms of appointment of Mr. Sunil Raghubirprasad Agarwal (DIN: 00265303) is valid up to 30th June, 2027. Hence, in the ensuring AGM, approval of members for his reappointment for a further period of 5 years from 1st July, 2027 to 30th June, 2032 is being sought.

? Mr. Aayush Kamleshbhai Shah (DIN: 10149440) and Ms. Ankita Vivekkumar Shah (DIN: 10559374) were appointed by the Board of Directors as Additional Directors (Non-executive & Independent) w.e.f. 6th February, 2026. Approval of members for their appointment (regularization) is being sought in the ensuing AGM.

? Mr. Anup Ramniwas Agarwal (DIN: 01790620) and Mr. Nishit Chandulal Joshi (DIN:06749898) completed their second consecutive term as Independent Directors of the Company and consequently, ceased to be Directors of the Company w.e.f. 8th February, 2026 and 10th March, 2026 respectively after closing of business hours.

? Ms. Hema Lakhmichand Advani (DIN: 10764751) and Ms. Kiran Nitesh Prajapati (DIN: 11869440) were appointed by the Board of Directors as Additional Directors (Non-executive & Independent) w.e.f. 13th August, 2026. Approval of members for their appointment (regularization) is being sought in the ensuing AGM.

? Mr. Alpesh Dineshkumar Shah (DIN: 10661799) and Mr. Punambhai Bhailalbhai Patel (DIN:10661796) resigned due to their personal reason and ceased to be Independent Directors of the Company w.e.f. 13th August, 2026 after closing of business hours.

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

INDEPENDENT DIRECTORS:

? Mr. Aayush Kamleshbhai Shah, Ms. Ankita Vivekkumar Shah, Mr. Anup Ramniwas Agarwal, Mr. Nishit Chandulal Joshi, Ms. Hema Lakhmichand Advani, Ms. Kiran Nitesh Prajapati, Mr. Alpesh Dineshkumar Shah and Mr. Punambhai Bhailalbhai Patel, all the Independent Directors of the Company during the year under review and as on the date of this Report have registered their names in the Independent Director Databank.

? Mr. Aayush Kamleshbhai Shah, Ms. Ankita Vivekkumar Shah, Mr. Anup Ramniwas Agarwal, Mr. Nishit Chandulal Joshi, Ms. Hema Lakhmichand Advani and Ms. Kiran Nitesh Prajapati are exempted from the online proficiency self-assessment test required to be qualified by the Independent Directors of the Company under the Independent Directors Databank.

? Mr. Alpesh Dineshkumar Shah and Mr. Punambhai Bhailalbhai Patel have qualified the online proficiency self-assessment test required to be qualified by the Independent Directors of the Company under the Independent Directors Databank.

? 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 19th March, 2026, 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.

BOARD, COMMITTEE AND INDIVIDUAL DIRECTOR EVALUATION:

Evaluation Survey of the Executive / Non -Executive Directors of the Company was carried out by entire

Board 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 disclosed on the 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 13th March, 2026. The members of the Committee expressed their satisfaction with the evaluation process.

AUDITORS:

? STATUTORY AUDITORS & ITS AUDIT REPORT

At the 40th 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 except the following:

During the first quarter, the Directorate General of GST Intelligence (DGGI), Ahmedabad Zonal Unit, had initiated search operations under Section 67 of the Central Goods and Services Tax Act, 2017, at the registered office / factory of the company at Rakhial, Ahmedabad. 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 instructions of the officials, the company made a payment of Rs. 188.00 Lakhs under protest and also submitted the certain requisite information/documents to the concern authorities for their perusal. The management,however, does not expect any adverse consequences from such search operations on the companys 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.

Boards Explanation:

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

However, the Company has received a Show Cause Notice under Section 74/74A of the Central Goods and Services Tax Act, 2017 read with Section 74/74A of the Gujarat Goods and Services Tax Act, 2017, along with Form GST DRC-01 under Rule 100(2) and Rule 142(1)(a) of the Central Goods and Services Tax Rules, 2017.

The receipt of the aforesaid Show Cause Notice does not have any material impact on the operations or going concern status of the Company. The Company is taking appropriate steps in the matter and will continue to monitor the same. The Company shall keep the Stock Exchanges informed of any material developments, as may be required under applicable laws and regulations.

? 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

In terms of provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations, M/s. Jinang Shah & Associates, Company Secretaries (Mem. No.: 10649 and COP: 14215) was appointed for a term of 5 consecutive years from the conclusion of the 43rd AGM until the conclusion of the 48th AGM of the Company to be held in the year 2030. The Secretarial Auditor has confirmed that he holds valid Certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

The Secretarial Audit Report in Form MR-3 for the FY 2025-26 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 except the following observations:

Auditors 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.

Boards Explanation:

Auditors observation is self-explanatory and does not require any further explanation from the Board.

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 2026-27. 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 2025-26 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 2025-26 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 2026-27. 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 Act read with Rules made thereunder and Regulation 18 of the Listing Regulations, the Company has in place Audit Committee. As on 31st March, 2026, the 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.

The Audit Committee comprises of 3 members and all members are Independent Directors. The Audit Committee composition as on 31st March, 2026 are as follows:

Name of the Member	Designation	Category
*Mr. Ankita Vivekkumar Shah	Chairperson	Independent & Non-Executive
*Mr. Aayush Kamleshbhai Shah	Member	Independent & Non-Executive
#Mr. Alpesh Dineshkunar Shah	Member	Independent & Non-Executive

During the year under review and upto the date of this Report, the composition of the Audit Committee

was changed due to-

? Cessation of Mr. Nishit Chandulal Joshi (Chairman of the Committee) and Mr. Anup Ramnivas Agarwal (Member of the Committee) in view of completion of the second consecutive terms as the Independent Directors of the Company w.e.f. 10th March, 2026 and 8th February, 2026, respectively.

? *Appointment of Ms. Ankita Vivekkumar Shah and Mr. Aayush Kamleshbhai Shah as the Chairperson and the Member, respectively of the Committee w.e.f. 6th February, 2026.

? #Resignation of Mr. Alpesh Dineshkumar Shah as the Member of the Committee w.e.f. 13th August, 2026.

? Appointment of Ms. Hema Lakhmichand Advani and Ms. Kiran Nitesh Prajapati as the Members of the Committee and cessation of Mr. Aayush Kamleshbhai Shah as the Member of the Committee w.e.f. 13th August, 2026..

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178(1) of the Act read with Rules made thereunder and Regulation

19 of the Listing Regulations, the Company has in place Nomination and Remuneration Committee. As

on 31st March, 2026, the 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.

The Nomination and Remuneration Committee comprises of 3 members and all members are Independent Directors. The composition of the Nomination and Remuneration Committee as on 31st March, 2026 are as follows-

Name of the Member	Designation	Category
‘Mr. Ankita Vivekkumar Shah	Chairperson	Independent & Non-Executive
‘Mr. Aayush Kamleshbhai Shah	Member	Independent & Non-Executive
#Mr. Alpesh Dineshkunar Shah	Member	Independent & Non-Executive

During the year under review and upto the date of this Report, the composition of the Nomination and

Remuneration Committee was changed due to-

? Cessation of Mr. Nishit Chandulal Joshi (Chairman of the Committee) and Mr. Anup Ramnivas Agarwal (Member of the Committee) in view of completion of the second consecutive terms as the Independent Directors of the Company w.e.f. 10th March, 2026 and 8th February, 2026, respectively.

? ‘Appointment of Ms. Ankita Vivekkumar Shah and Mr. Aayush Kamleshbhai Shah as the Chairperson and the Member, respectively of the Committee w.e.f. 6th February, 2026.

? #Resignation of Mr. Alpesh Dineshkumar Shah as the Member of the Committee w.e.f. 13th August, 2026.

? Appointment of Ms. Hema Lakhmichand Advani and Ms. Kiran Nitesh Prajapati as the Members of the Committee and cessation of Mr. Aayush Kamleshbhai Shah as the Member of the Committee w.e.f. 13th August, 2026.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee in compliance with the provisions

of Section 178(5) of the Act and Regulation 20 of the Listing Regulations. As on 31st March, 2026, the

Stakeholders Relationship Committee comprises of 3 members and all members are Independent Directors.

The functions of the Stakeholders Relationship Committee of the Board of Directors of the Company are

disclosed in the Report on Corporate Governance, which is forming a part of this report.

The Stakeholder Relationship Committee comprises of 3 members and all members are Independent Directors.

The composition of the Stakeholder Relationship Committee as on 31st March, 2026 are as follows:

Name of the Member	Designation	Category
‘Mr. Ankita Vivekkumar Shah	Chairperson	Independent & Non-Executive
‘Mr. Aayush Kamleshbhai Shah	Member	Independent & Non-Executive
#Mr. Alpesh Dineshkunar Shah	Member	Independent & Non-Executive

During the year under review and upto the date of this Report, the composition of Stakeholder Relationship Committee was changed due to-

? Cessation of Mr. Nishit Chandulal Joshi (Chairman of the Committee) and Mr. Anup Ramnivas Agarwal (Member of the Committee) in view of completion of the second consecutive terms as the Independent Directors of the Company w.e.f. 10th March, 2026 and 8th February, 2026, respectively.

? ‘Appointment of Ms. Ankita Vivekkumar Shah and Mr. Aayush Kamleshbhai Shah as the Chairperson and the Member, respectively of the Committee w.e.f. 6th February, 2026.

? #Resignation of Mr. Alpesh Dineshkumar Shah as the Member of the Committee w.e.f. 13th August, 2026.

? Appointment of Ms. Hema Lakhmichand Advani and Ms. Kiran Nitesh Prajapati as the Members of the Committee and cessation of Mr. Aayush Kamleshbhai Shah as the Member of the Committee w.e.f. 13th August, 2026.

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

During the year under review, there were no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status of the Company or its operations in the future.

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 Act 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 Companys 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 Companys website, http://www.raghuvir.com/policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2025-26 forms part of this Board report in Annexure-G.

The details about the Policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year is available on website of the Company at http://www.raghuvir.com/policies.html.

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.

DIRECTORS 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, 2026, 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, 2026 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-H 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 2025-26.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961

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-I 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 : 03/09/2026	For and on behalf of the Board of Directors
Place : AHMEDABAD	For, Raghuvir Synthetics Limited