Your Directors have pleasure in presenting their 37TH Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31,2025.

1. Financial summary or highlights/Performance of the Company (Standalone)

FINANCIAL RESULTS (Amount Rs. in Lacs)

Statement of Profit and Loss for the Year ended 31.03.2025

2. Dividend: In view of carried forward losses, your directors are unable to declare dividend.

3. Reserves: In view of the current year operational loss the Board does not propose to appropriate
any amount to carry to any kind of reserves.

4. Brief description of the Company's working during the year/State of Company's affair:

PERFORMANCE : Due to financial constraints, manufacturing activities stand discontinued. During
the year under review company has not done any business and profit. During the year following
expenses or not usual:

In Income side Following is not of regular nature:

Company does not have any fixed assets in its books as on 31st March 2025.

The Company Secretary and Compliance Officer of the Company DEEPAK SHARMA has been
appoint from 25.08.2023

6. Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company's operations in future:

There is no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company's operations in future.

7. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The company exercises adequate internal financial controls with reference to financial statement.

8. Details of Subsidiary/Joint Ventures/Associate Companies: There is no company which either became
or ceased to be a Subsidiary, joint ventures or associate company during the year. Hence no statement
about subsidiary company(ies) is required to be given.

9. Performance and financial position of each of the subsidiaries, associates and joint venture companies
included in the consolidated financial statement.

There is no subsidiaries, associates and joint venture companies of the company so report on the
performance and financial position of these are not applicable to the company.

10. Deposits: The details relating to deposits, covered under exempt category of Chapter V of the Act,-

(a) Whether there has been any default in repayment of deposits or payment of interest thereon
during the year and if so, number of such cases and the total amount involved- There is no
default in repayment of interest or deposit during the year.

(i) at the beginning of the year;: NIL

(ii) maximum during the year; : NIL

(iii) at the end of the year;: NIL

There is no such deposits which are not in compliance with the requirements of Chapter V of
the Act;

11. Statutory Auditors

M/s BHATTER & ASSOCIATES, as Statutory auditor Chartered Accountants (FRN:131411W),as
the Statutory Auditors of the Company, subject to ratification of their appointment at every AGM, if
required under the Act. M/s BHATTER & ASSOCIATES, Chartered, Accountants (Firm Registration
No.131411W), have consented to their appointment as Statutory Auditors and have confirmed that
if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the
Act and fix their remuneration

12. Explanation or Comments by the Board on every qualification, reservation or adverse remark
or disclaimer made in :

i) Auditors' Report: There is no qualification, reservation or adverse remark or disclaimer made
by the auditor in his report, also the company is not having any fixed assets as at 31^st March
2025. This condition indicates the existence of a material uncertainty that may cast significant
doubt about the Company's ability to continue as going concern. Further they have mentioned
that “ However, Our Opinion is not modified in respect of above matter.” It clearly indicates that
Their report is unqualified.

ii) Secretarial Audit Report:

(a) physical/Electronic share holding pattern: 48.93 % equity share have been dematerialized
as on 31^st March,2025 and balance 51.07% shares are in physical Form.

13. Share Capital :

A) Issue of equity shares with differential rights

No equity shares issued during the year and all equity shares issued in earlier years have equal
rights. No equity shares issued with differential rights till date.

B) Issue of sweat equity shares: The Company has not issued any sweat equity shares from
inception to till date.

C) Issue of employee stock options: The company has not issued any employee stock options to
any of it's employee from its inception to till date.

D) Provision of money by company for purchase of its own shares by employees or by trustees for
the benefit of employees: No provision has been made for purchase of company's own shares
by employees or by trustees for the benefit of employees from its inception to till date.

14. Extract of the annual return : Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with
rule 1(1) of the Companies (Management and Administration) Rules 2014, the extract of annual
return is annexed herewith and forming part of the report. (Annexure - VII)

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo :

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings
and outgo, as required under section 134(3)(m)of the CompaniesAct, 2013 read with the Companies
(Accounts) Rules, 2014 are set out in a separate statement attached hereto as Annexure - IV and
forming part of the report.

16. Corporate Social Responsibility (CSR): Neither the Company fall under the criteria for which the
Corporate Social Responsibility is applicable nor it has any operations. So the same is not applicable
to the company.

17. Directors:

A) Changes in Directors and Key Managerial Personnel

Mr. SANJAY KUMAR AGRAWAL resign wef 01.07.2024 ,Mrs.Rakhi Agrawal resign wef

09.09.2024 and Mr sadeep Agarwal was resign with effect from 19.09.2024 and Mr. ANUJ
KUMAR SINGH who retires by rotation and, being eligible, offers herself for re-appointment.
Mr.Ganesh Yadav has been as Managing Director of the company with effect from 30.04.2025
& Mr. Anuj Kumar singh has been appointment as executive Director of the company w.ef

27.06.2024 & Appointed as CFO wef.30.05.2025.

B) Declaration of Independence by Independent Director(s) and re- appointment, if any

Pursuant to section 149(6) of the CompaniesAct, 2013, Independent Directors of the Company
have made a declaration confirming the compliance of the conditions of the independence
stipulated in the aforesaid section.

Mr.Goutam kumar Bhakat has been appointed as an Independent Director of the company
wef.20/12/2024 & Mr. Desh Deepak has been appointed as an Independent Director of the
company wef.14/08/2024

C) Formal Annual Evaluation

The Board of Directors of the company has initiated and put in place evaluation of it's own
performance, its committees and individual Directors. The result of the evaluation is satisfactory
and adequate and meets the requirement of the company.

The Following Changes of director during the Period for The FY 2024-25:

18. Number of meetings of the Board of Directors:

The Board has met 9 times and independent directors once for the agenda related to the year
ended 31st March, 2025

30^ThMay,2024,27^thJune2024,14^ThAugust,2024,31^stAugust 2024,9^Th September, 2024,
23^rd September,2024,14^th November,2024,20^th December,2024,10^Th February,2025.

19. Detail of Committee of Directors: Composition of Audit Committee of Directors, Nomination and
Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of

Directors, number of meetings held of each committee during the financial year 2024-25 and meeting
attended by each members of the Committee as required under the Companies Act, 2013 are
provided in Corporate Governance Report and forming part of the Report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

20. Details of establishment of vigil mechanism for directors and employees: Your company has put in
place the vigil mechanism. The detailed mechanism is given in Corporate Governance Report forming
part of this report.

21. Policy on Directors appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of director and other matters provided under sub-section (3) of
section 178: The Company has Constituted the Nomination and Remuneration Committee and
Stakeholders relationship Committee the details of which are provided in the Corporate Governance
Report.

22. Particulars of loans, guarantees or investments under section 186: There is no loan given, investment
made, guarantee given or security provided by the Company to any entity under Section 186 of the
Companies Act, 2013.

23. Particulars of contracts or arrangements with related parties: There is no transaction with related
party which requires disclosure under section 134(3)(h) of the Companies Act, 2013 and Rule8(2) of
the Companies (Accounts) Rules, 2014.

24. Managerial Remuneration: The Ministry of Corporate Affairs (“MCA”) has amended the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Managerial Remuneration
Rules, 2014”) by way of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2016 dated June 30, 2016 (“Amended Managerial Remuneration Rules, 2016”). Under these
Rules a listed company is required to disclose (a) ratio of remuneration of director to the employees;

(b) percentage increase in the remuneration of directors, key managerial personnel and employees;

(c) average percentile increase already made in the salaries of employees and its comparison with
the percentile increase in managerial remuneration and justification thereof etc., under its Board
Report. As your Company neither provide any remuneration to any Director nor has any employee
on its Roll except C.F.O. and Company Secretary which are mandatory regulatory requirement.
There is no change in monthly salary paid to C.F.O. and Company Secretary during the year. Hence,
there is no change in remuneration from last year to this year.

25. Secretarial Audit Report ASecretarial Audit Report for the year ended on 31st March 2025 in prescribed
form duly audited by the Practicing Company Secretary M/s Shravan a Gupta & Associates is
annexed herewith as Annexure - MR3 and forming part of the report.

26. Corporate Governance: Your Company re-affirm its commitment to Corporate Governance. As
Paid-up Capital of the company is less than Rs. 10 Crore and Net worth is less than Rs. 25 Crores,
hence Regulation 15(2) of the SEBI (Listing Obligations & Disclosures Requirements) Regulations,
2015 is applicable to us. Though Company is exempt from conditions of Corporate Govenance but

still is compliant with the most conditions of Corporate Governance provisions as specified in chapter
IV of the Securities and Exchange Board Of India (Listing Obligation and Disclosure Requirements)
Regulation, 2015. A separate section on compliance with the conditions of Corporate Governance is
annexed as Annexure-I, and a Certificate from the firm of Practicing Company Secretary in this
regard is annexed as Annexure - II, hereto and forms a part of the report.

27. Risk management policy: During the year, Management of the Company, evaluated the existing
Risk Management Policy of the Company to make it more focused in identifying and prioritizing the
risks, role of various directors in monitoring and mitigation of risk and reporting process. The Risk
Management Policy has been reviewed and found adequate to the requirements of the company.

28. MANAGEMENT DISCUSSION & ANALYSIS: This has been included as a separate Annexure - III
to this Report.

29. Directors' Responsibility Statement : Pursuant to the requirements of section 134(1)( c) of the
CompaniesAct, 2013 and on the basis of explanation and compliance certificate given by the Directors
of the Company, and subject to disclosures in theAnnual Accounts and also on the basis of discussions
with the Statutory Auditors of the company from time to time, we state as under :

(a) that in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

(b) that the Directors have 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) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis; and

(e) that the Directors, in the case of a listed company, have laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and were
operating effectively.

(f) that the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

30. Depository System : The company's shares can now be traded in electronic form. The company has
entered into an agreement with CDSL to act as depository and for dematerialization of shares.
CDSL has issued ISIN INE351DO1013 and activated the same. Some of the shareholders have
already dematerialized the shares to electronic form but most of shares till date are in physical form.
The shareholders are requested to convert their physical holding to demat form.

31. Business Responsibility Report: As Business Responsibility Report is applicable on top 1000
companies by market capitalization as on 31.03.2025. Your Company does not cover under it though
some basic information of BRR are provided in Annexure-VI attached.

32. Employees: None of the employees of the company is in receipt of Remuneration of Rs.1,02,,000/- or
more per annum or Rs. 8,50,000/- or more per month, if employed for part of the year. The Company
does not have any employee except C.F.O. and Company Secretary during the year under review.

33. Safe & Conducive Workplace: The Company is committed to provide a safe and conducive work
environment to its employees. During the year under review, there were no cases filed pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013.

34. Web site: The Extract of Annual Return as provided under sub-section (3) of section 92 has been
placed at company's web site www.rishabspecial.in.

35. Acknowledgements: The Board gratefully acknowledges the co-operation and support given by the
Shareholder, Creditors, Bank and financial institutions and others.

By The Order of The Board
For Rishab special yarns Ltd

Sd/-

Mr. Ganesh Yadav
Managing Director

Mumbai

August 13, 2025