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To,

The Members,

Rishi Techtex Limited,

Your Directors have pleasure in presenting their 41^st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

To strengthen the cash flow of the Company, the Directors have not considered and recommended any dividend in the year.

As on March 31, 2025, the reserves and surplus has increased to Rs 2,675.35 lakhs as compared to Rs 2,445.41 lakhs during the last year.

The company earned total income of Rs 12,592.73 lakhs as compared to Rs 11,196.16 lakhs earned in the previous year showing increase of 12.47%.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31,

2025 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

Subsequent to the end of the financial year under review, the Company has received the following credit ratings from CRISIL vide letter dated

5^th April, 2025.

passed by the Regulators or Courts or Tribunals impacting the going concern status and the Therehavebeennosignificant ompany's operations in future.

The Members may re-collect that in the Directors Report of financial year 2019-2020, your Directors placed details of litigation with Enforcement Directorate. The Company has denied all the charges and allegations levelled by the Enforcement Directorate (ED). The Company entered a During the FY 2018-19 although, the Competent Authority in Enforcement Directorate, Cochin Office passed contractwith bonafide a provisional order attaching the property of the Company situated at Daman (UT); based on Company's application to the Hon'ble Appellate Tribunal, for Prevention of Money Laundering Act (AT PMLA) New Delhi, The Tribunal has directed that both the parties to maintain a status quo in respect of the said attached property until the next date of hearing.

As mandated by the notification of Ministry of Corporate Affairs, dated 16th February 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015, your Company has implemented Indian Accounting Standards("INDAS")torecordfinancial transactions pursuant to Notification from financial year 2017-2018. During the year 2024-2025; the Company has continued to successfully implement the Ind AS.

The Company has no subsidiary or joint venture or associate company.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditor appointed by the Company, conducts an Internal Audit and monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies of the Company. Internal Audit Findings and recommendations, areas for improvement are reviewed by the Audit Committee. Based on the report of internal auditor; management undertake corrective action in their respective areas and thereby strengthen the controls.

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial respective Reports. The observations made by the Statutory Auditors read with the relevant notes on accounts are self-explanatory.

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

The details relating to deposits, covered under Chapter V of the Act-a) accepted during the year : Rs 25.00 Lakhs b) remained unpaid or unclaimed as at the end of the year: Nil c) 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; (i) at the beginning of the year 45.00 Lakhs; (ii) maximum during the year - Nil; (iii) at the end of the year 45.00 Lakhs The details of deposits which are not in compliance with the requirements of Chapter V of the Act: Nil

In the 39^th Annual General Meeting; M/s. HRK & Co., Chartered Accountants, Vapi, Gujarat (FRN : 146985W) were appointed as the Statutory Auditors of the Company for a term of 5 financial years commencing from 2023-2024 to hold office till the conclusion of the 44 ^th Annual General Meeting of the Company.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, your Company has obtained a declaration from the

Statutory Auditors that they meet with the requisite criteria as provided under the provisions of the Companies Act 2013 read with applicable Rules and Advisories, to continue as the Statutory Auditors of the Company for the financial year 2025-2026. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

As per the provisions of the Companies Act, 2013, the Auditors Report on Financial Statements for the year ended 31^st March, 2025 as issued by the Statutory Auditor; M/s. HRK & Co., Chartered Accountants, forms part of this Annual Report.

The paid up Equity Share Capital as on March 31, 2025 was Rs 739.10 Lakhs. There was no change in the Share Capital of the Company during the financial year under report.

As on March 31, 2025, following two directors are holding shares of the Company:

Mr. Abhishek Patel

Mrs. Aakanksha Mikhail Verma

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at www.rishitechtex.com under Investor Tab_AnnualReport_Annual Return. You may also check the following link: https://www.rishitechtex.com/Admin/FinancialFile/Annual%20Return%202024%202025.pdf

The information required to be disclosed is set out in Annexure ‘A'.

As on the date of Balance sheet; the Board of Directors of the Company consisted of Four Directors. As the Chairman of the Board is in Executive capacity pursuant to requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, its Board comprises of 50% of the Independent Directors. Out of the Four Directors, One Director is categorized as Promoter-Director, two are Independent Directors appointed pursuant to provisions of section 149 of the Companies Act, 2013 and one is Non-Executive Non-Independent Director. As on the date of Balance sheet; there is no Nominee Director on the Board of the Company. No Director of the Company is either member of more than ten committees and/or Chairman of more than five committees across all Companies in which he is Director and necessary disclosures to this effect have been received by the Company from all the Directors. Except as described in para hereunder, there are no other changes in composition of Board of Directors during the FY 2024-2025.

The members of the Company at the 40^th AGM, have re-appointed in accordance with provisions of the Act and SEBI Listing Regulations, Mr. Kunal Rastogi (DIN: 01570584) as a Non-Executive Independent Director on the Board for a second term of 5 years, effective

August 09, 2024.

The members of the Company at the 40^th AGM, have appointed in accordance with provisions of the Act and SEBI Listing Regulations, Mr. Pranab Chatterjee (DIN: 10739170) as Non-Executive Independent Director of the Company for a term of five years effective from September 20, 2024 till September 19, 2029.

Mrs. Sheela Ayyar's (DIN:06656579) second term of 5 years as an Independent Director of the Company came to an end and she ceased to be a director of the Company effective from September 24, 2024 due to completion of her tenure as Independent Director. The Board of Directors extended its deepest gratitude for her services and contributions during her tenure as Independent Director of the Company.

In terms of Section 152(6) of the Companies Act, 2013, Mrs. Aakanksha Mikhail Verma shall retire as a Director by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment. As per the terms of her appointment as a Non-Executive, Non-Independent Director, her re-appointment as a Director on retirement by rotation at the forthcoming Annual General Meeting, would not constitute break in her term as a Non-Executive, Non-Independent Director. Your Directors recommend to members for their approval her re-appointment as a Director at the forthcoming Annual General Meeting.

The disclosures required in respect of appointment / re-appointment of directors pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards (‘SS')-2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

During the year, in all Five Board Meetings were held i.e. on 28^th May, 2024, 12^th August, 2024, 15^th October, 2024, 29th October, 2024 and 10^th February, 2025. The gap between any two consecutive Board meetings during the year under review did not exceed one hundred and twenty days. The requisite quorum was present for all the meetings.

The information, as required under Regulation 17(7) read with Schedule II Part A of the SEBI Listing Regulations, is made available to the Board.

The recommendations of the Committees are placed before the Board for necessary approvals. All committee recommendations placed before the Board during the year under review were unanimously accepted by the Board.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (LODR) Regulations, 2015.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the

Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Board has carried out the evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees,

Board culture, execution and performanceofspecificduties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which has been posted on the website of the Company www.rishitechtex.com.

All Board members and senior management personnel have affirmed compliance with the Code for the year ended on March 31, 2025. Declaration to this effect signed by the Managing Director of the Company for the year ended on March 31, 2025 has been included elsewhere in this report.

The Company conducts familiarization programs for Independent Directors to enable them to understand their roles, rights and responsibilities. The Independent Directors when they are appointed are given a detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters and human resource matters of the Company.

Details of orientation given to the new and existing Independent Directors in the areas of strategy/industry trends, operations & governance, and safety, health and environment initiatives are available on the website of the Company at www.rishitechtex.com

As on March 31, 2025, Mr. Abhishek Patel, Managing Director, Mr. Jagdish Dokwal, Chief Financial Officer and Ms. Gauri Gangal, Company Secretary are the Key Managerial Personnel of your Company. During the financial year under review, there were no changes in the Key Managerial Personnel (KMP) of the Company.

The Board of Directors has constituted Committees of the Directors, as mandated by Law and applicable Regulations to deal with specific areas and activities which require an independent expert review of the respective subject matter. The Board Committees are formed with approval of the Board and function according to Terms of Reference and statutory provisions mandating such constitution. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company.

The Board currently has the following Committees:

1. Audit Committee: The Company has a Competent Audit Committee comprising of three Directors out of which two-third are independent directors. Mr. Pranab Chatterjee, having sound financial backgroundandfinancial expertise is Chairman of the Committee with the other members being Mr. Abhishek Patel and Mr. Kunal Rastogi. The tenure of Mrs. Sheela Ayyar came to an end on 24^th September, 2024 and Mr. Pranab Chatterjee was appointed as Director of the Company with effect from 20th September, 2024. In view of this, the Board at its meeting held on 15^th October, 2024 has approved and reconstituted the Audit Committee as above effective from 20^th September, 2024.

The details pertaining to the composition of the Audit Committee, terms of reference, number of meetings of the committee are included in the Corporate Governance Report, which is a part of this report.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration committee consists of three Directors, viz. Mr. Kunal Rastogi, Mr. Pranab Chatterjee and Mrs. Aakanksha ikhail Verma.

The tenure of Mrs. Sheela Ayyar came to an end on 24^th September, 2024 and Mr. Pranab Chatterjee was appointed as Director of the Company with effect from 20th September, 2024. In view of this, the Board at its meeting held on 15th October, 2024 has approved and reconstituted the Nomination and Remuneration Committee as above effective from 20^th September, 2024.

Mr. Kunal Rastogi is chairman of the Committee. The Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The same is posted on the website of the Company viz. www.rishitechtex.com. The Committee approves the remuneration payable to the Managing Director and senior executives. The salient features of the said policy and the details pertaining to the composition of the Nomination & Remuneration Committee, terms of reference, number of meetings of the committee are included in the Corporate Governance Report, which is a part of this report.

3. Shareholders/Investors Grievance Committee:

The Committee consists of three Directors, Mr. Abhishek Patel, Mr. Pranab Chatterjee and Mrs. Aakanksha Mikhail Verma. Mr. Pranab Chatterjee is the chairman of the Committee.

The Committee was re-constituted with Mr. Pranab Chatterjee appointed as Chairman of the Committee in place of Mr. Kunal Rastogi with effect from 10^th February, 2025.

The details pertaining to the composition of the Shareholders/Investors Grievance Committee, terms of reference, number of meetings of the committee held during the period under consideration are included in the Corporate Governance Report, which is a part of this report.

4. Finance Committee:

The Company has a Finance Committee comprising of three Directors viz. Mr. Abhishek Patel, Mrs. Aakanksha Mikhail Verma, and Mr. Pranab Chatterjee for looking after the matters pertaining to expansion and finance of the Company. The Committee was re-constituted with Mr. Pranab Chatterjee appointed as member of the Committee in place of Mr. Kunal Rastogi with effect from 10^th February, 2025. There werenomeetingsofFinanceCommitteeheldduringthefinancial year 2024-25.

During the year under review, the Independent Directors met on 10^th February, 2025 inter alia to discuss the evaluation of the performance of all independent directors and the Board of directors as whole. It also evaluates the timelines of flow of information between the Management and the Board that is necessary for the Board to perform its duties effectively.

The Company has formed a statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

The Company has formulated Whistle Blower Policy as per the provisions of section 177(9) of the Act and SEBI (LODR) Regulations, 2015 to raise any complaint, query and to deal with instance of fraud and mismanagement, if any. No personnel have been denied access to the Audit Committee. The said Policy is available on the Company's website www.rishitechtex.com/investors.

The Company has constituted Internal Complaint Committee (ICC) for all locations to the extent applicable, pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to consider and resolve all sexual harassment complaints reported by women. The Company has taken adequate care and caution in line with the requirements of the Act. During the year

2024-2025, the Company has not received any sexual harassment complaint.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

The Company has formulated a policy on related party transactions which is available on the website of the Company at www.rishitechtex.com. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at an arm's length.

As per the SEBI Listing Regulations, if any Related Party Transactions ('RPT') exceeds Rs 1,000 crore or 10% of the annual consolidated turnover of the Company as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval and has entered into material transaction with related party. All related party transactions entered during the year were in the ordinary course of the business and at an arm's length basis. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2024-25.

The details of RPTs during FY 2024-25, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements. Members may refer to Notes to Accounts (Note No. 35) forming part of the financial statements for transactions with related parties.

During the year, there was no employee in receipt of remuneration prescribed in the Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Statement containing particulars of employees as required and the ratio of remuneration of Managing Director to the median employees' remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure ‘B'.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sudhanwa S. Kalamkar & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor in prescribed Form MR-3 is annexed herewith as Annexure ‘C'. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2024-2025 which call for any explanation from the Board of Directors.

In compliance with Regulation 24A of SEBI Listing Regulations and section 204 of the Act, the Board at its meeting held on May 26, 2025, based on recommendation of the Audit Committee, has re-appointed M/s Sudhanwa S. Kalamkar & Associates, Company Secretaries, a Peer Reviewed firm (Membership No.18795, COP No.7692, Peer Review Certificate No.2478/2022) to conduct the secretarial audit of the Company for a term of five financial years from 2025-2026 upto 2029-2030 subject to approval of the shareholders at ensuing Annual General Meeting. They have confirmed that they are eligible for the said appointment. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

During the financial year, your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India.

The provisions of section 135 of the Companies Act, 2013 related to constitution of Corporate Social Responsibility (CSR) Committee and mandate to spend amount as prescribed by statute is not applicable to Company for the financial year 2024-2025 as the Company does not fulfill any criteria set by the provisions of section 135 (1) of the Act.

Statement on salient features of Financial Statement in Form AOC- 3 is not required since Entire Annual Report is being sent to all the Shareholdersinthemannerspecifiedby the regulations.

The Management Discussion and Analysis on the operations of the Company is provided in a separate section and forms a part of the Annual Report.

The shares of your Company are listed at the BSE Limited. The applicable annual listing fees have been paid to the stock exchange before the due dates.

The Company is committed to maintain the highest standards of Corporate Governance and believes in adopting best practices of Corporate

Governance. The report on Corporate Governance as stipulated under the SEBI Listing Regulations together with a certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance forms part of the Report.

Industrial relations at all plant locations remained harmonious. With an aim at enhancing employees' experience, the highest priority was given to people-focused measures and policies in areas of health, safety and wellness of employees and their families, especially in the wake of COVID-19.

In order to drive employee motivation and performance, a structured culture and engagement framework was put in place with focus on three core pillars of Learning and Development, Communication and Connect, and Recognition.

The total number of persons employed in your Company as on March 31, 2025 were 137.

The Company Secretary & Compliance Officer of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Company's shares.

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, shall state that—

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

(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 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;

(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.

The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen, also acknowledge the help, support and guidance from the various Statutory Bodies, Government and Semi-Government Organisations and Bank and thank our customers, suppliers, investors for their continues support during the year.