Rudra Ecovation Ltd Directors Report

TO

THE MEMBERS OF,

Rudra Ecovation Limited.

(Formerly Known as Himachal Fibres Limited)

Your Directors have pleasure in presenting the 44^th Annual Report together with the Audited Statement of Accounts of Rudra Ecovation Limited (Formerly Known as Himachal Fibres Limited) for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS.

The summary of the financial performance of the Company for the financial year ended March 31, 2025 compared to the previous year ended March 31, 2024 is given below:

Particulars	Year Ended March 31st 2025	Year Ended March 31st 2024
Revenue from Operations and Other Income (Total Revenues)	2735.24	2047.50
Profit/Loss before Tax (PBT)	(350.03)	(115.64)
Tax- Current	0	0
Tax- Deferred	(21.05)	(51.59)
Profit/Loss after Tax	(328.98)	(64.05)
Other Comprehensive Income (Net of Tax)	12.49	10.57
Total Comprehensive Income	(316)	(53.48)
Earnings per Share (EPS) (in Rs.)
(after exceptional item)
- Basic	(0.30)	(0.07)
- Diluted	(0.30)	(0.07)

*Previous figures have been regrouped/ reclassified, wherever necessary, to confirm with the current period classification/presentation.

2. STATE OF COMPANYS AFFAIRS :

Total Revenue from operation for the year is Rs. 2735.24 Lakhs as compared to Rs. 2047.50 Lakhs of previous year. The Net profit (Loss) after tax for the year ended March 31st, 2025 is Rs. (328.98) Lakhs as compare to Rs. (64.05) Lakhs loss for the previous year.

3. INDIAN ACCOUNTING STANDARDS

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified by Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

4. DIVIDEND

Due to insufficient funds or suffered loss in the financial year ended March 31, 2025, the Board of directors has not recommended any dividend for the year under review.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However, your company does not fall under the purview of above regulation and hence this regulation does not apply to the Company.

5. TRANSFER TO RESERVE

The Board of your Company has decided to retain the entire amount of profits in the Reserve and Surplus Account not to transfer any amount to the General Reserves for the financial year 2024-25.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there were no unpaid/unclaimed Dividend and other amounts, as prescribed under Sections 124 & 125 of Companies Act, 2013 lying with the company, therefore, the provisions of above mentioned sections do not apply to the company.

7. 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.

In pursuance to section 134(3) (L) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

8. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the company during the year under review.

9. SHARE CAPITAL

The Authorised Share Capital of Company is Rs. 33,50,00,000 comprising Equity Share Capital of Rs. 17,50,00,000 @ Rs.1 each and 4% Non-Cumulative Redeemable Preference Share Capital of Rs. 16,00,00,000 @ Rs. 100 each.

During the financial year 2024-25, The issued, subscribed and paid up capital of the company is Rs. 23,43,68,000 comprising of Equity share Capital is Rs. 11,43,68,000 @ Rs. 1 each and Preference shares is Rs. 1200,00,000 @ Rs. 100 each.

The Subscribed/paid up /issued equity share capital of the company has been increased from 8,62,50,000 to 11,43,68000.

The details of the changes in share capital are as follows:

The Company issued and allotted 1,50,00,000 warrants at Rs. 10 each (face value of Rs. 1 and premium of Rs. 9 each) on November 08, 2023 on preferential basis, which are convertible into equity shares within a period of 18 months from the date of allotment of warrants. For which the Company was accorded approval of board of directors of the company on September 01, 2023 and shareholders approval was accorded on September 28, 2023.

Out of 150,00,000 warrants, 140,00,000 warrants were converted into equity shares on May 25, 2024 and 10,00,000 warrants were converted into equity shares on September 10, 2024. Listing/ trading approval for these shares has been received from BSE.

During the Financial year 2024-25, Company has issued, allotted, offered warrants 2,07,65,000 of Rs. 48 each at a face value of Rs. 1 and Premium of Rs. 47 each on preferential basis on July 11, 2024 convertible into Equity shares within a period of 18 months from the date of allotment of warrants. For this the company was accorded approval of board of directors of the company on May 18, 2024 and Shareholders approval was accorded on June 17, 2024.

Out of warrants 20765000, the warrants converted into equity shares as below:

Date of Conversion	No .of warrants converted into equity shares
27.08.2024	4705000
10.09.2024	2940000
26.09.2024	2055000
24.10.2024	2083000
10.01.2025	13,35,000

Listing/ trading approval for these shares has been received from exchange.

As on date, 7647000 warrants are still pending for conversion.

9.1 Redemption of Preference Shares

The Company has not redeemed any Preference Shares during the year under review.

9.2 Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

9.3 Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

9.4 Bonus Shares

No Bonus Shares were issued during the year under review.

9.5 Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

10. FINANCE

10.1 Cash And Cash Equivalent

Cash and Cash equivalent as at March 31^st, 2025 is Rs. 11.52 Lakh. The Company continues to focus on judicious management of working capital. Working Capital parameters are kept under strict check through continuous monitoring.

10.2 Deposits/ Fixed Deposits

During the year, Company has not accepted deposit from the public falling within the ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not repaid any deposits to the public during the year and no deposits are remained unpaid / unclaimed as on March 31^st, 2025.

10.3 Particulars of Loans, Guarantees or Investments

The Particulars of loans, guarantees or investments have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Act, in relation to Loans, Guarantee and Investments, during the FY 2024-25.

Further, during the financial year 2024-25, the company Rudra Ecovation Limited has made an investment in the shares of Shiva Texfabs Limited. The company Rudra Ecovation Limited has given loan to Shiva Texfabs limited convertible into equity shares.

The company has given loan of Rs. 50 crores (approx.) to M/s Shiva Texfabs Limited which has been converted into 2339181 equity shares. The Company has subscribed for 4701755 partly paid up equity shares for this company had paid application money, 1^st call and 2^nd Call money.

11. HUMAN RESOURCES

Rudra Ecovation Limited is committed to hiring, developing and retaining the best minds in the industry. The Company has key internal processes and initiatives that support this vision. The Company has developed a strong employee value proposition that focuses on key pillars of challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance and community engagement.

Talent management is a shared responsibility between business leaders and the Human Resources function at REL, enabling a strong focus on succession planning for key roles and actively promoting internal move to drive career growth. Talent management is supported by a strong learning architecture that enables leadership and functional development. This is supported by a Positive Employee Relations (PER) strategy that aims to build an engaged and motivated workforce.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

12.1 Directors Retiring By rotation

Pursuant to provisions of Companies Act, 2013 (The Act) and the Articles of Association of the Company and Section 152(6) of the Companies Act, 2013, Mr. Gian Chand Thakur (DIN: 07006447), Whole Time Director is liable to retire by rotation and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended his reappointment for the approval of the shareholders of the Company at the ensuing Annual General Meeting of the Company.

12.2 Changes during the Year

Board would also like to inform the members that during the year 2024-25 the following changes have been made in the Board:

During the year under review, Ms. Kajal Rai (DIN: 07366983), Mr. Anil Singla (DIN: 07404704), were appointed w.e.f. September 02, 2024 as Non-Executive Independent Director of the Company. Mr. Vinod Kumar Goyal (DIN: 02751391) appointed as Executive Director cum CEO of the company w.e.f. 22.07.2024.

Further, Mr. Anil Singla (DIN: 07404704) got retired from the position of Independent Director w.e.f. September 30, 2024 due to completion of his tenure. Mr. Manoj Kumar (DIN: 06872575) and Mrs. Malkeet Kaur (DIN: 07140603) Independent Director of the company resigned w.e.f. October 07, 2024 and gave declaration that there is no other reason for their resignation other than the reason mentioned in their resignation letter.

Details of Key Managerial Personnel (KMP)

Pursuant to section 203 of the Companies Act, 2013, the details of Key Managerial Personnel as on March 31, 2025 are as follows:

Name of the KMP	Designation
Gian Chand Thakur	Whole Time Director
Vinod Kumar Goyal	Executive Director and CEO
Ravi Passi	CFO
Nancy Singla	Company secretary

Further Mr. Sabestain Joseph CFO of the company has been resigned w.e.f. March 01, 2025 and Mr. Ravi Passi was appointed as a CFO of the Company w.e.f. March 25, 2025.

During the current financial year, Mr. Vinod Kumar Goyal (DIN: 02751391) was resigned as an Executive Director cum CEO of the Company w.e.f. April 30, 2025 and Mr. Akhilesh Kumar Tiwari (DIN: 11086015) was appointed as an Executive Director cum CEO of the Company w.e.f. May 09, 2025.

Mr. Surjit Singh (DIN: 07143372), Independent Director of the company has been resigned from the company w.e.f. August 13, 2025 and Mr. Dharam Veer Singh (DIN: 11060607) has been appointed as an Additional Director categorized as Independent Director w.e.f. August 13, 2025.

12.3 Declaration By Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulations 16(1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR Regulations"), that they are independent from the Management of the Company and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. The Independent Directors have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company. The independent directors except Mr. Dharam Veer Singh (DIN: 11060607) have cleared the proficiency test conducted by the IICA. The Independent Director Mr. Dharam Veer Singh shall complete the proficiency test within due time.

Meeting of independent Director:

A separate Meeting of Independent Directors was held on Monday, December 23, 2024, interalia to discuss:

• To evaluate the performance of Non-Independent Directors, performance of the Board as a whole,

• Review the performance of the Chairman, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed.

• Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD MEETINGS & ATTENDANCE OF DIRECTORS

The Board regularly meets to discuss and decide on Company, business policy and strategy apart from conducting other Board related businesses. The Board of Directors were provided with the requisite information mentioned in the Listing Regulations well before the Board meetings.

During the year under review, the Board duly met 17 (Seventeen) times. The maximum gap between any two consecutive Board meetings did not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.

Date of Meetings: - 14.05.2024, 18.05.2024, 25.05.2024, 11.07.2024, 22.07.2024, 13.08.2024, 27.08.2024, 02.09.2024, 10.09.2024, 26.09.2024, 07.10.2024, 24.10.2024, 14.11.2024, 23.12.2024, 10.01.2025, 13.02.2025 and 25.03.2025.

The notices of Board Meetings are given well in advance to all the Directors. The Agenda is circulated at least a week prior to the date of the meeting.

12.4 Evaluation of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178, read with Schedule IV of the Act and Regulation 25 of the SEBI LODR Regulations, the Independent Directors in their separate meeting held on December 23, 2024 have reviewed the performance of Non-Independent Directors, Chairperson and the Board as a whole including review of quality, quantity and timeliness of flow of information between Board and Management.

Further the Board, during the year under review, has also evaluated the performance of the Board, its Committees and all Individual Directors including Chairman of the Company. The evaluation was carried out on the basis of a structured questionnaire circulated in advance to all the Directors. The Board expressed its satisfaction on the same and is of the opinion that all the independent directors of the company are persons of high repute & possess the relevant expertise & experience in their respective fields.

12.5 Board Diversity

The Company recognizes and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the

complex business that it operates. The identified key skills / expertise / competencies of the Board and mapping with individual Director are provided in the Corporate Governance Report, which forms a part of this Report.

12.6 Board Training, Induction and familiarisation of Directors

At the time of appointing a Director, a formal letter of appointment is given, which inter-alia includes the role, function, duties and responsibilities expected from him/her as a Director of the Company and necessary documents, reports and internal policies to enable him/ her to familiarise with the Company and its procedures and practices. Periodic presentations are made at the Board, Committees, Strategy meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved etc. Updates on relevant statutory changes on important laws are periodically presented or circulated to the Board. The Directors are also explained in detail the compliances required from them under the Act, the SEBI Regulations and other relevant Laws and Regulations. Details of Familiarisation of Directors are disclosed on the Companys website and are also provided in the Corporate Governance Report of the Company which forms part of this report.

13. COMMITTEES OF BOARD

As on 31st March 2025, the Board had Six Committees · the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, Securities Transfer Committee, Banking and Finance Committee and Expansion and Diversification Committee . During the year, all recommendations made by the Committees were approved and accepted by the Board.

During the year Committees had been reconstituted and details of the same is provided in the Corporate Governance Report.

14. CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:·

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) 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;

c) 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;

d) the directors had prepared the annual accounts on a going concern basis; and

e) 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.

f) 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.

16. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance. We believe in adherence to good corporate practices, implementing effective policies and guidelines and developing a culture of the best management practices and compliance with the law at all levels. Our Corporate governance practices strive to foster and attain the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and retain investor trust, long-term shareholder value and respect minority rights in all our business decisions.

A Separate section on Corporate Governance as stipulated under Schedule V (C) of the SEBI Listing Regulations forms part of this Report. The Corporate Governance Report along with the requisite certificate from the Company Secretary in practice confirming compliance with the conditions of Corporate Governance as stipulated under SEBI Listing Regulations forms part of this Annual Report.

17. AUDITORS AND RECORDS

17.1 Statutory Auditors

M/s. Manjul Mittal & Associates, Chartered Accountants (Firm Registration No. 028039N) were re-appointed as the Statutory Auditors of the Company for a second term of five years from the conclusion of 41st Annual General Meeting till the conclusion of 46th Annual General Meeting. M/s. Manjul Mittal & Associates, Chartered Accountants, Statutory Auditors of the Company have submitted Auditors Report on the financial statements of the Company for the financial year ended on March 31, 2025. The information referred to in the Auditors Report is self explanatory and do not call for any further comments.

During the year under review, there were no frauds reported by auditors under Section 143(12) of Companies Act, 2013.

17.2 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Bhambri & Associates (CP No-22626), Company Secretaries to undertake the secretarial audit of the company for the financial year 2024-25. M/s Bhambri & Associates, Practising Company Secretaries, have submitted Secretarial Audit Report for the financial year ended March 31, 2025 and same is annexed herewith as Annexure - 1 and forms part of this Report. Information referred to in the Secretarial Auditors Report is self-explanatory and do not call for any further comments.

Further subject to the approval of shareholders in this Annual General Meeting, M/s Bhambri & Associates (CP No-22626), Company Secretaries appointed for 5 years in board meeting held on 29.05.2025 for 5 consecutive years starting from financial year 01.04.2025 till 31.03.2030.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI LODR Regulations, for the FY 2024-25 on compliance with all applicable SEBI Regulations and circulars/ guidelines issued thereunder, shall be obtained from M/s Bhambri & Associates, Practising Company Secretaries, and shall be placed on the website of the Company and be submitted to Stock Exchanges.

17.3 Internal Auditors

Mr. Sanjay Kumar was appointed as Internal Auditor and he performed the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

For the Financial year 2025-26 Mr. Sanjay Kumar has been re-appointed as the Internal Auditor by the Board.

17.4 Cost Records

Pursuant to the rules made by the Central Government, the maintenance of cost records has not been applicable on the Company.

17.5 Explanation on qualification/ reservation/ adverse remarks in the Auditors Report

Members attention is invited to the observations/Qualification made by the Statutory Auditors appearing in Independent Auditors Report and by Secretarial Auditor in Secretarial Audit Report. The observations/Qualification made by auditors in their reports along with the management replies on them is as follows:

a) Regarding Auditors remark in their report in point No. 36 other Regulatory Information (ix) and Secretarial Auditors remark in their report- Charge ID 80036826 is pending for satisfaction beyond the statutory period

Boards Comment: it is informed that these are the redundant charges which could not be got satisfied. The company is in continuous effort following up with the Ex Bank / Financial institutions to get the "No Due Certificate."

18. LISTING OF SECURITIES

The Securities of the Company are listed on Main Board of BSE Limited. The Company has been paid annual listing fee to exchanges for the year 2025-26.

19. COMPLIANCES WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the year under review, your company has duly complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

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

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

21. ANNUAL RETURN

The details forming part of the extract of the Annual Return as required under Section 92 of the Act, is available on the Companys website viz. https://rudraecovation.com/wp-content/uploads/2025/06/Form MGT 7-For-Website.pdf

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and directors to report genuine concerns, unethical behavior and irregularities, if any, in the company noticed by them which could adversely affect companys operations. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported till date. The details of the Whistle Blower Policy is posted on the website of the Company at Microsoft Word - Whistle Blower Policy

23. RISK MANAGEMENT POLICY

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes and behaviors together form the Risk Management Policy that governs how the company conducts its business and manages associated risks.

24. HOLDINGS, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holdings, Subsidiary, Joint venture or Associate Company. There were no companies which have become or ceased to be its holdings, subsidiaries, joint ventures or associate companies during the year under review.

25. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All transactions entered into with Related Parties, if any, as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and were on arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant transactions not on arms length with related parties during the financial year. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The report of the Board in respect of the particular of contracts or arrangements with related parties referred to sub section (1) of Section 188 in form AOC-2 is annexed to this report in Annexure- 2.

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013 AND MATERNITY BENEFITS ACT

The Company has in place a prevention of sexual Harassment policy in line with the requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition and Redressal) Act, 2013. A Sexual Harassment Committee/Internal Complaints Committee (ICC) was setup/constituted which is responsible for redressal of complaints related to sexual harassment at the workplace. The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

During the year 2024-25, no complaint were received/filed by the Company related to sexual Harassment.

Further, the Company has also complied with all the provisions relating to the Maternity Benefits Act, 1961

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure- 3".

28. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to the Boards report as per Annexure- 4.

29. REMUNERATION TO DIRECTORS/EMPLOYEES AND RELATED ANALYSIS

During the year under review, no employee of the Company received salary in excess of the limits as prescribed under the Act.

Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details pertaining to the ratio of the remuneration of each director to the median employees remuneration and other prescribed details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith and forms part of this report as Annexure - 4

30. NOMINATION AND REMUNERATION POLICY

In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company. The Company has Nomination and Remuneration policy in place pursuant to Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015 is enclosed herewith as Annexure - 5.

31. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditor of the Company carries out review of the internal systems and procedures. The internal audit reports are reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

32. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In terms of Regulation 34 and schedule V of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 a review of the performance of the company, for the year under review, Management Discussion and Analysis Report, is presented under separate section attached as Annexure-6 forming part of this Annual Report.

33. REPORTING OF FRAUDS

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

34. CREDIT RATING:

During the Financial Year 2024-25 no credit rating was there.

35. Training/Familiarization of Board of Directors

Your Company follows a structured orientation and familiarization programme through various reports/codes/internal policies for all the Directors with a view to update them on the Companys policies and procedures on a regular basis. Periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved. The details of familiarization programme have been posted in the website of the Company under the weblink Familiarisation-Program-Independent- Directors.pdf

36. Code of Conduct for Board members and Senior Management

The Board of Directors has laid down the code of conduct for all the Board members and members of the Senior Management of the Company. All the Board members and Senior Management personnel have affirmed compliance with the code of conduct. The Declaration of the same is annexed herewith in Annexure-7. The Code of Conduct is available on the website of the company.

37. ENTERPRISE RISK MANAGEMENT

The Companys Enterprise Risk Management Processes ensures that the management controls risks through means of a properly defined framework. The risks are reviewed periodically by the Whole time Director and the Chief Financial Officer through an established Enterprise Risk Management Framework and also annually by the Board of Directors.

38. GENERAL DISCLOSURES

Your Directors state that the Company has made disclosure in this report for the items prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transaction took place on those items during the year.

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Issue of Equity Shares with differential rights as to dividend, right issue.

• Issue of Sweat Equity Shares to Employees of the Company.

• Issue of Employee Stock Options to Employees of the Company.

• Purchase of its own shares either directly or indirectly.

• Annual Report and other compliances on Corporate Social Responsibility.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operations in future;

• Information on subsidiary, Associate and joint venture companies.

• Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

• The Company is not required to maintain the cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

39. POLICY FOR PRESERVATION OF DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safekeeping of the reco rds and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of documents.

40. ARCHIVAL POLICY

In accordance with regulation 30(8) of SEBI (Listing Obligations and Disclosures) Regulations, 2015 an archival policy has been adopted which has also been uploaded on the website of the company under the weblink www.rudraecovation.com.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS, PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF FINANCIAL YEAR.

No application has been made or any proceedings, pending under the Insolvency and Bankruptcy Code 2016, during the year along with their status as at the end of financial year is not applicable on the company.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION ALONG WITH THE REASON THEREOF.

There is no one time settlement done by the company. So the above provisions not applicable on the company.

43. NO DEFAULT TO BANKS / FINANCIAL INSTITUTIONS

The Company has not defaulted in payment of interest and / or repayment of loans to any of the financial institutions and / or banks during the year under review.

44. SCHEME OF ARRANGEMENT

The Board of Directors of the company, Subject to the requisite statutory and regulatory approvals, at its meeting held on December 23, 2024 has approved the scheme of amalgamation of Rudra Ecovation Limited (Transferor Company) with Shiva Texfabs Limited (transferee Company) and their respective shareholders and creditors.

The said Scheme duly filed with stock exchange on January 01, 2025 under section 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 and rules made thereunder.

Further we would like to inform you that the BSE Limited has issued Observation Letter dated August 25, 2025 with "No adverse Observation" thereby enabling the Company to proceed further in compliance with the applicable regulatory framework.

45. APPRECIATION AND ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company. Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

46. CAUTIONARY STATEMENT

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

			By Order of the Board
			For Rudra Ecovation Limited
Place:	Ludhiana	Sd/-	Sd/-
Dated:	September 02, 2025	Gian Chand Thakur	Akhil Malhotra
		Whole Time Director	Non Executive Non Independent Director
		DIN: 07006447	DIN: 00126240