Shree Rajasthan Syntex Ltd Directors Report

BOARDS REPORT

To

The Members,

Shree Rajasthan Syntex Limited

Your directors have pleasure in presenting the 45^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial summary and highlights are summarized below: -

		(Rs. in Lakhs)
	Financial Year
Particulars	31st March, 2025	31st March, 2024
Revenue from operations	1,330.74	2,528.69
Other Income	345.90	1,206.05
Total Revenue (A)	1,676.64	3,734.74
Total Expenses (B)	3,028.10	3,747.51
Profit/(loss) before exceptional items and tax (A) - (B)	(1,351.69)	(12.77)
Exceptional items (gain)	(86)	11,228.44
Profit/(Loss) before tax	(1,437.69)	11,215.67
Less: Tax expense	-	-
Profit/(Loss) for the period	(1,437.69)	11,215.67
Other comprehensive Income (Net of Tax)	29.32	72.19
Total Comprehensive Income for the period (Comprising profit after tax and other comprehensive income after tax for the period)	(1,408.37)	11,287.86

2. FINANCIAL PERFORMANCE

During the year under review, the Company witnessed a decline in its financial performance and reported a loss of ^1,408 Lakhs, as compared to a profit of ^11,288 Lakhs in the previous financial year. The total revenue of the Company for the year stood at ^1,677 Lakhs, as against ^3,735 Lakhs in the preceding year.

Your Directors and Management along with the entire team is taking all possible action to ensure that we are able to sustain our financial productivity and business operational developments inspite of all adverse external conditions and competition.

3. STATE OF THE COMPANYS AFFAIRS

The business operations of the company during the year under review continues to be adversely affected.

The Company produced 1064.52 M.T of yarn valuing Rs. 1330.74 Lakhs during the period under review as against 2709.18 M.T of yarn valuing Rs. 2528.69 Lakhs produced during the last year. During the year, there were no exports.

The state of the Companys affairs and performance of the Company is analyzed in detail in the Management Discussions and Analysis Report annexed to this report as Annexure-5.

4. SHARE CAPITAL

The Authorised Share Capital as on 31^st March, 2025 was Rs. 28,50,00,000/- divided into 2,85,00,000 Equity Shares of Rs. 10/- each and Rs. 6,00,00,000/- divided into 6,00,000 Preference Shares of Rs. 100/- each of the company.

The Paid-up share capital as on 31^st March, 2025 was Rs. 28,01,23,010/- divided into 2,80,12,301 Equity Shares of Rs. 10/- each of the company.

1,70,000 non-convertible cumulative redeemable preference shares of Rs. 100 each issued @ 11% is classified as financial liability.

5. LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with BSE Platform and in dematerialized form. The ISIN No. of the Company is INE796C01011.

6. DIVIDEND

In view of Losses in the current year, your directors are unable to recommend any dividend for the year under review. Your Companys policy on Dividend Distribution is available at https:/ /www.srsl.in/documents /DIVIDEND%20DISTRIBUTION%20POLICYpdf

7. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the year under review.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (Rules), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

The details of unpaid/unclaimed dividend and their respective shares transferred by the Company to IEPF are available at the website of the Company at http:// www.srsl.in/ documents/LIST_OF_SHAREHOLDERS_IEPF.pdf and http://www.srsl.in /documents/LIST-OF-SHAREHOLDERS-DIVIDEND-TRANSFERRED--(IEPF).pdf.

During the year, no amount of unclaimed dividend has been transferred to IEPF.

9. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

i. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

ii. number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

iii. number of shareholders to whom share were transferred from suspense account during the year: Nil

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

v. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

10. DEPOSITS FROM PUBLIC

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provisions of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from other company and an employee of the company not exceeding his annual salary under a contract of employment with the company in the nature of non-interest-bearing security deposit in pursuant to Rule 2(c)(vi) and Rule 2(c)(x) of the Companies

(Acceptance of Deposits) Rules, 2014, amended from time to time, respectively.

Furthermore, company has also received an advance for supply of goods or provision of services, received in connection with consideration for immovable property and, and as an advance received under long term projects for supply of capital goods.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.

12. CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and the Companys Articles of Association, Mr. Anubhav Ladia, Whole Time Director of the company is liable to retire by rotation at the 45^th AGM for re-appointment in this ensuing annual general meeting.

As on the date of this report, the Company has the following Board of Directors (BODs) as per Section 2(10) and Section 149(1) of the Act and Regulation 17 of the SEBI (LODR) 2015:

S. No	Name of the Director	DIN	Designation
1	Anubhav Ladia (Re-appointed w.e.f 01/06/2025)	00168312	Whole Time Director & Chief Financial Officer
2	Vikas Ladia (Re-appointed w.e.f 01/06/2025)	00256289	Managing Director & Chief Executive Officer
3	Sandeep Kumar Jain	01116047	Independent Director
4	Manju Datta	09010395	Independent Director
5	Rajiv Sharma	01342224	Independent Director

(B) CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr. Vikas Ladia has been re-appointed as the Managing Director of the company w.e.f. 01^st June 2025.

Mr. Anubhav Ladia has been re-appointed as a Whole Time Director of the company w.e.f. 01^st June 2025.

Further, there is no change in the Board of Directors.

13. MEETINGS OF THE BOARD

The Board of Directors met five times during the financial year 2024-25, i.e.

1. 28^th May, 2024,

2. 12^th August, 2024,

3. 06^th September, 2024,

4. 09^th November, 2024 and

5. 11^th February, 2025.

Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standards issued by The Institute of Company Secretaries of India ("Secretarial Standards"). The Secretarial Standards are adhered to by the Company. For further details, please refer to the report on Corporate Governance annexed to this report as Annexure-6.

14. DIRECTOR RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134f3)fc) OF THE COMPANIES ACT, 2013.

Your Directors hereby confirm that:

i.) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii.) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv.) The directors had prepared the annual accounts on a going concern basis;

v.) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

15. COMMITTEES OF BOARD OF DIRECTORS

As on 31^st March, 2025, the Board have 4 Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, and the Sub-Committee.

As on 11^th February 2025, board has constituted a Sub-committee.

A detailed note on the Composition of the Board and its Committees and other relevant details are provided in the report on Corporate Governance annexed to this report as Annexure-6.

16. FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors and KMPs of the Company is to be conducted on an annual basis to satisfy the requirements of the Act and Listing Regulations. The Company is having a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for their performance evaluation. The said criteria provide certain parameters like Attendance, Availability, Time spent, Preparedness, Active participation, Analysis, Objective discussions, Probing and testing assumptions, Industry and Business knowledge, Functional expertise, Corporate Governance, Development of Strategy and Long Term Plans, Inputs in strength area, Directors obligation and discharge of responsibilities, Quality and value of contributions and Relationship with other Board Members etc. which is in compliance with applicable laws, regulations and guidelines.

During the year under review, a separate mechanism was carried out by the Board, internally at the time of meeting itself, for formal annual evaluation of its own performance and that of its committees and individual directors, including the Chairman of the Board, on parameters as mentioned above. Performance evaluation of Independent Directors was carried out by the entire Board and of all the Directors individually was also carried out by Nomination and Remuneration Committee in their meeting. Performance evaluation of the Chairman and nonindependent directors was also carried out in the Meeting of Independent Directors separately.

17. NOMINATION AND REMUNERATION POLICY

The Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, etc. is available on the website of the Company at http:/ /www.srsl.in/documents /NOMINATION_AND_REMUNERATION_POLICY.pdf

The policy briefly includes: -

1. Appointment/re-appointment Criteria and Qualifications of Director, KMPs, SMPs and other employees as may be decided by the Board of Directors

2. Term/Tenure of Director, KMPs, SMPs

3. Familiarization programme for Independent Directors

4. Criteria for evaluation

5. Removal and Retirement of Directors, KMPs, SMPs

6. Provisions relating to remuneration of Director, KMPs, SMPs

7. Policy on Board Diversity

There is no change in the Policy during the Financial Year 2024-2025.

18. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received a declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and Regulation

16(b) of Listing Regulations, compliance of code of conduct as per Schedule IV of the Act and the Independent Directors are independent of the management. As mandated by the Ministry of Corporate Affairs, they have also completed their registration on the databank of Independent Directors created by MCA and Indian Institute of Corporate Affairs.

Code Of Conduct of Independent Directors

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website http://www.srsl.in/

19. AUDITORS AND AUDIT REPORTS

I. Statutory Auditors and Audit Report

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No.000561N), New Delhi was appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the 42^nd AGM of the Company held on 9^th September, 2022, till the conclusion of the 47^th AGM to be held in year 2027. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the company has obtained a written certificate from the above-mentioned Auditor to the effect that they confirm with the limits specified in the said Section and they have also given their peer review certificate and eligibility certificate stating that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013.

The Audit Report on the Financial Statements for the financial year 2024-25 does not contain any qualifications, reservations or adverse remarks except mentioned below. The observations made by the Auditors are self explanatory and have been dealt with, in Independent Audit Report. The Notes to Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

1. As stated in Note No. 41 to the financial statements, the Company has already implemented the NCLT order in the books of Accounts. The Honorable NCLAT, New Delhi, via order dated 10.02.2025 has upheld the approved Resolution Plan against an Appeal filed by one of the Secured Financial Creditor (Bank of Baroda) praying for reversal of the PIRP NCLT order.

II. Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 the Company is required to maintain cost records for the Textile business. The accounts and records are made and maintained accordingly by the Company.

M/s. K.G. Goyal & Co., Cost Accountants, (Firm Registration No.000017), Jaipur was appointed as Cost Auditors of the Company for conducting the Audit of cost records maintained by the Company for the financial year 2024-25. The Cost Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

Further, the Board of Directors has approved the re-appointment of M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No.000017), Jaipur as Cost Auditors for conducting the Audit of the cost records maintained by the Company for the financial year 2025-26. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company in this AGM. In view of this, the Board of Directors recommends a remuneration of Rs. 20,000/- (Rupees Twenty Thousand Only) plus applicable GST and reimbursement of traveling expenses and out-of-pocket expenses (at actual) to the Cost Auditors to be ratified by the shareholders at the 45^th AGM.

III. Secretarial Auditors and Secretarial Audit Report

M/s. Himanshu SK Gupta & Associates, Company Secretaries (CP No. 22596 and Peer Review No. 1943/2022), Ahmedabad, were appointed as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year 2024-25, in form MR-3, is annexed to this report as Annexure- 1. Further, the Company has undertaken an audit for the financial year 2024-25 under Regulation 24A of the Listing Regulations. The Annual Secretarial Compliance Report has been submitted to the stock exchange within the prescribed timelines for the financial year 2024-25.

Further, the Board of Directors has approved the appointment of M/s. HM & Associates, Company Secretaries (FRN P2025GJ103300 and Peer Review No. 6987/2025), Ahmedabad, as Secretarial Auditors for conducting the Secretarial Audit of the Company for the 5 consecutive financial years w.e.f. financial year 2025-26 to financial year 2029-30.

IV. Internal Auditors and Internal Audit Report

The Board of Directors has approved the appointment of M/s. K.G. Bhatia & Co., Chartered Accountants (Firm Registration No.-010370C), Udaipur as Internal Auditor for conducting the Internal Audit of the Company for the five financial years w.e.f 2024-25 to 2028-29.

The Internal Audit Reports were received quarterly by the Company and the same were reviewed by the Audit Committee and Board of Directors for each quarter.

20. REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the internal auditors nor statutory auditors nor the secretarial auditors nor cost auditors reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

21. RISK MANAGEMENT POLICY

The Company operates in conditions where economic, environment and social risk are inherent to its businesses. In managing risk, it is the Companys practice to take advantage of potential opportunities while managing potential adverse effects. In line with Listing Regulations and as per the requirement of Section 134(3)(n) of the Act read with the rules made thereunder, as amended, the Board has already framed a comprehensive Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the company, which in the opinion of the Board may threaten the existence of the Company.

Risk Management Policy available on the website of the Company at https:// www.srsl.in/documents/RISK_MANAGEMENT_POLICY.pdf

The object of the policy is to make an effective risk management system to ensure the long-term viability of the companys business operations. During the year under review, the same was reviewed half yearly by Audit Committee of the Company. The risk management plan comprised of the following 5 steps:

1. Identification of risk

2. Defining the risk in detail

3. Analyzing the risk

4. Evaluating various aspects linked to the risk

5. Treatment of risk

22. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the directors and employees are free to report violations of law, rules, regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also available on the website of the Company at http://srsl.in/documents/WHISTLE-BLOWER-POLICY.pdf. During the year, no whistle blower event was reported and the mechanism is functioning well. Further, no personnel has been denied access to the Audit Committee. The details of the whistle blower policy/vigil mechanism is given in the report on Corporate Governance annexed to this report as Annexure-6.

23. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at https:// www.srsl.in/documents /POLICY%20ON%20PREVENTION %20OF%20SEXUAL%20HARASSMENT.pdf.

The Company has constituted Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

The details of Sexual Harassment Complaints received and disposed of during the financial year 2024-25 are given in the report on Corporate Governance annexed to this report as Annexure-6.

25. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company confirms that it is fully aware of and remains committed to complying with the provisions of the Maternity Benefit Act, 1961. While there are currently no women employees on its rolls, the Company has appropriate systems and policies in place to ensure that all statutory benefits under the Act, including paid maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return-to- work arrangements will be extended to eligible women employees as and when applicable. The Company remains committed to fostering an inclusive and legally compliant work environment.

26. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as of March 31, 2025.

Male Employees: 54 Female Employees: 0 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

27. SOCIAL OBLIGATIONS

The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the Company. However, the Company has generally taken corporate social responsibility initiatives. The Company made efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment.

28. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Company has placed a copy of the Annual Return as on 31^st March, 2025 on the Companys website on https://www.srsl.in/financial-results.html by virtue of amendment to Section 92(3) of the Companies Act, 2013 and pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ arrangements/ transactions that were entered by the Company during the financial year 2024-25 are done on Arms length basis. Disclosure of particulars of contract/arrangements entered into by the company with Related Parties referred to in sub-section (1) of section 188 of the Act (in Form No. AOC -2) is annexed to this report as Annexure-2. The related party transaction policy is available on the website of the company at the link http://www.srsl.in/documents/Signed%20RPT%20Policy.pdf.

30. PARTICULARS OF THE EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a detailed statement is annexed to this report as Annexure-3.

Further, with respect to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the names of the top ten employees in terms of remuneration drawn are listed below:

Sl. No Name of the Employee	Designation of the Employee	Remunerati on received (Rs.)	Nature of employmen t whether contractual or otherwise	Qualifications and experience of the employee	Date of Commence -ment of employment	The age of such employee s (years) as on 31st March 2025	The last employm ent held by such employee before joining the company	The % of equity shares held by the employe e in the compan y within the meanin g of clause (iii) of subrule (2) above
1. Mr. Suresh Chandra Joshi	Vice President (PA & IR)	1519380	Permanent	M.A. (Economics), P.G. Diploma in Labour Law, Labour Welfare and Personnel Management & L.L.B. Exp.- 36 years	18/06/2015	65 Years	RSWM Ltd.	0.00
2. Mr. Vinod Kumar Ladia	Vice President (Marketing)	1720000	Permanent	B. E.(Textile Engineering), MBA-IIM, Ahmedabad Exp- 54 Years	15/11/1979	79 Years	J. K. Synthetics Limited (1968 1979	3.17%
3. Mr. Kameshwar Roy	Chief Engineer	787690	Permanent	Polytechnic Diploma in Mechanical Exp.- 35 years	01/08/2011	61 Years	Punsumi India Ltd. Bhiwadi	0.00
4. Mr. Narayan Lal Malpani	G.M.(Material s)	699400	Permanent	B.Com Exp.- 40 Years	26/06/2017	66 years	Shayona Cement Corp, Malavi (Central Africa)	0.00
5. Mr. Sunil Thapliyal	Sr. Manager -R & D	518080		MSC, Deploma in Textile Exp.- 42 Years	01/11/2011	67 years	Shayona Cement Corp, Malavi (Central Africa	0.00
6. Mr. Harish Ajmera	Manager Accounts	503520	Permanent	M.Com More than 30 years	01.01.1997	55 years	Ruchi Soya Ltd.	0.00
7. Mr. Alankar Tomar	Manager IT	497380	Permanent	BCA, MCA	05.11.2016	58 years	Banswara Syntex	0.00
8. Mr. P S Chundawat	Manager	4,49,748	Permanent	M.A.	09.12.1997	60 years	Rajasthan Petro	0.00
9. Mr. Ather Baig	Maintenance	348054	Permanent	B. Tech	11/10/2013	50 years	Tgra Poly Pipe Ltd, Jaipur	0.00
10. Mr. Kamal Chordia	Manager (commercial)	412800	Permanent	M.COM	25/08/2003	50 years	-	0.00

*None of the aforesaid employees (except Mr. Vinod Ladia) is a relative of any director or manager of the Company. # Mr. Vinod Ladia is a father of Mr. Vikas Ladia and Mr. Anubhav Ladia.

As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the year.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

Pursuant to Section 134 (3)(m) of the Act read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure -4.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the operations of the company are reviewed in detail in the Management Discussion and Analysis Report which is annexed to this report as Annexure -5.

33. CORPORATE GOVERNANCE

Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. The Report on Corporate Governance for the financial year 2024-25 is annexed to this report as Annexure -6 along with the certificate on compliance of conditions of corporate governance issued by M/s. Himanshu SK Gupta & Associates, Secretarial Auditor.

34. OTHER COMPLIANCES

34.1 Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: There were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

34.2 Significant and material orders: Please refer note 40 to the Financial Statements.

34.3 Details in respect of adequacy of internal financial controls: For detailed discussion with reference to adequacy of internal financial controls, please refer to Management Discussion and Analysis Report annexed to this report as Annexure-5.

34.4 Disclosure of Accounting Treatment in preparation of Financial Statements: The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The Ind AS are prescribed under section 133 of the Act, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

34.5 Details of Subsidiary/ Joint Ventures/Associate Companies/and its Performance:

Your company has no Subsidiary/Joint Ventures/Associate Companies.

35. SECRETARIAL STANDARDS

The Company has adhered to applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meeting of the Board of Directors and General Meetings.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016: (IBC)

The Company has successfully undergone Pre Package Insolvency Resolution Plan (PPIRP) under the IBC Act 2016 as per the Order of Honble NCLT, Jaipur dated 22.08.2023. Honble NCLAT, New Delhi vide its Order dated 10.02.2025 has further upheld the Approved Resolution Plan. The Company has subsequently received the No Dues and No Objection Certificate (NOC) from all Secured Financial Creditors.

37. OTHER DISCLOSURES

Other disclosures with respect to Boards Report as required under the Act and the Rules notified thereunder are either NIL or NOT APPLICABLE.

38. ACKNOWLEDGMENT

Your directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Auditors, Customers, Suppliers, Share Transfer Agent and Regulatory Authorities and other stakeholders of the Company.

The Directors place on record their deep appreciation of the dedication of your Companys employees at all levels and look forward to their continued support in the future as well. Your directors are thankful to the shareholders for their continued patronage.

		For and on behalf of the Board of Directors
		For Shree Rajasthan Syntex Ltd.
Date	: August 11th, 2025	Sd/-	Sd/-
Registered Office	: Plot No. 106, Opposite Fire,	Vikas Ladia	AnubhavLadia
	Brigade Station, Syntex	(Managing Director and CEO)	(Whole Time Director and CFO)
	Chauraha, Bhicchiwara Road, Dungarpur, Rajasthan, India, 314001	DIN:00256289	DIN:00168312