Directors Report of RLF Ltd.

Mar 31, 2025

Your Directors have great pleasure in presenting the 45 ^th Annual Report together with the Audited Annual
Accounts of the Company for the financial year ended on 31^st March, 2025.

1. FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31^st March, 2025 and for the previous
year ended 31^st March, 2024 are as follows:

(Amount in Lakhs)

Particulars	March 31, 2025	March 31, 2024
Revenue from Operations	108.01	186.36
Other Income	46.83	50.17
T otal Revenue	154.85	236.53
Total Expenses	155.17	230.06
Profit / (loss) before extraordinary items and tax	(0.32)	6.47
Profit / (loss) before tax	(5.08)	4.46
Profit/ Loss for the year	(22.82)	4.46
Earnings Per Share -Basic	(0.24)	0.05
-Diluted	(0.23)	0.04

2. PERFORMANCE HIGHLIGHTS

During the year under review, the Company has total operational Income of Rs. 108.01 Lakhs and has
incurred loss of Rs. 22.82 Lakhs at the year ended 31.03.2025 as Compared to total operational Income of
Rs. 186.36 Lakhs and has earned profit of Rs. 4.46 Lakhs during the previous year ended 31.03.2024. These
financial results are presented in the Statement of Profit & Loss and are self-explanatory.

The Company''s focus shall continue to be on improving specialty and efforts particularly on embroidery
business which would yield results in coming years. These actions would continue to enhance the pace of
business and would contribute in long term growth.

3. SHARE CAPITAL

a. Authorised Share Capital

The Authorised share capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares
of Rs. 10 each as on Financial Year ended 2024-2025.

b. Issued, Subscribed & Paid-Up Capital

The Issued capital of the Company stood at ^9,98,88,830/-, divided into 99,88,883 equity shares of ^10/-
each. During the financial year 2024-2025, the issued capital comprised 96,43,060 fully paid-up equity
shares and 3,47,423 partly paid-up equity shares.

The Board of Directors, at its meeting, decided to issue a Final Call Money-cum-Forfeiture Notice to the
holders of the 3,47,423 partly paid-up equity shares, for the balance call amount of ^5/- per share (towards
the face value of Rs. 10/-).

As on March 31, 2025, call money was received on 1,700 partly paid-up equity shares. Subsequently, as on
the date of this report, call money has been received on a total of 300 partly paid-up equity shares, and the
balance 3,45,423 shares remain unpaid and subject to further necessary action as per applicable
regulations.

4. DIVIDEND

The Board of Directors of the Company has not recommended any dividend during the year after
reviewing Financial Statements of the Company.

5. RESERVE

The Company has not proposed any amount to be transferred to the General Reserve.

6. DEPOSITS

During the year under review, Company has not invited, accepted or renewed any deposit from the public
in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013
and the rules made there under. Accordingly, the requirement to furnish details relating to deposits
covered under Chapter V of the Companies Act, 2013 does not arise.

7. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no significant changes was made in the nature of the company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the Year under review there were no material changes and commitments which affect the financial
position of the Company. An ease of doing business can give an add on to the Company to create the
sustainable growth and development.

9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

During the year under review, the Company does not have any Subsidiary, Associate and Joint Venture.

10. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meeting of the
Board of Director'' and ''General Meetings'', respectively, have been duly followed by the Company.

11. KEY MANAGERIAL PERSONNEL

Mr. Aditya Khanna - Managing Director

Mr. Aditya Khanna - Chief Financial Officer

Ms. Deepti Mittal - Company Secretary

Details of Chief Financial Officer are as follows:

Mr. Ashish Khanna was appointed as the Chief Financial Officer of the Company who had resigned from
its office- effective from dated 29^th May, 2025 and Mr. Aditya Khanna has been appointed as new Chief
Financial Officer of the Company of the Company effective from dated 29^th May, 2025.

Details of Company Secretary are as follows:

Ms. Ragini Maurya was appointed as Company Secretary of the Company with effective from dated 29th
June, 2024 and had resigned from its office - effective from dated 12^th November, 2024 and Ms. Deepti
Mittal has been appointed as new Company Secretary & Compliance Officer of the Company
effective from dated 21^st February, 2025.

12. DIVERSITY OF THE BOARD

The Company believes that diversity is important to the work culture at any organization. In particular, a
diverse Board, among others, will enhance the quality of decisions by utilizing different skills,
qualifications and professional experience for achieving sustainable and balanced development.

13. DIRECTORS

The Board Comprises of 4 Directors, namely: -

Mr. Aditya Khanna - Managing Director

Mr. Ashish Khanna - Non- Executive Director

Mrs. Gunja Singh - Women Independent Director

Mr. Karm Sawhney - Independent Director

All the Independent Directors of your Company have given declarations that they meet criteria of
Independence as prescribed both under the Act and Securities and Exchange of Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015.

CHANGE IN BOARD OF DIRECTORS AFTER THE CLOSING OF THE FINANCIAL YEAR

I. Mr. Nakul Badopalia, Independent Director of the Company has resigned from the company
dated on 12th May, 2025.

II. Mr. Vikas Grover, Non-Executive Director of the Company has resigned from the company dated

on 12th May, 2025.

III. Mr. Karm Sawhney has been appointed as an Additional Director (Non-Executive Independent
Director) of the Company dated on 29th May, 2025.

IV. Mr. Ashish Khanna designation has been changed to Non-Executive Non-Independent Director
of the company dated on 29th May, 2025

14. MEETINGS OF THE BOARD:

The Board of the company regularly meets to discuss various business opportunities. Additional Board
Meetings are convened as and when required to discuss and decide on various business policies, strategies
and other businesses. During Financial Year 2024-25, 9 (Nine) Board Meeting has been conducted and
the maximum time gap between any two meetings was not more than 120 days.

S.No.	Date of Meetings	Board Strength	No. of Directors present
1	30th May, 2024	05	05
2	29th June, 2024	05	05
3	29 th July, 2024	05	04
4	14th August, 2024	05	05
5	30 th August, 2024	05	05
6	12th November, 2024	05	05
7	22nd January, 2025	05	04
8	14th February, 2025	05	05
9	21st February, 2025	05	05

The strength of Board of Directors as on March 31, 2025 were 5 Directors. The Board comprises of Two
Executive Directors, One Non-Executive Director and Two Independent Directors. The composition of
Board of Directors and attendance of Directors at the Board Meetings during the year and at the last
Annual General Meeting and also number of other directorships, committee memberships and
chairmanship held by them are given below:

Name of Directors	DIN	Details	Attendance
		Category	Board Meeting	44th AGM
Mr. Aditya Khanna	01860038	M.D.	09	Yes
Mr. Ashish Khanna	01251582	E.D.	09	Yes
Mrs. Gunja Singh	08592621	I.D.	07	Yes
Mr. Nakul Badopalia	08589303	I.D.	09	Yes
Mr. Vikas Grover	07075918	N.E.D.	09	Yes

E.D. - Executive Director; I.D. - Independent Director; M.D - Managing Director.
NED- Non-Executive Director

15. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, (“Listing Regulations”) is presented in a separate section, forming part of the Annual Report as an
Annexure-''A''

16. AUDITOR AND AUDITOR''S REPORT:

> Statutory Auditor

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the members
of the Company at their 44th Annual General Meeting of the Company held on 30th September 2024,
approved the appointment of M/s. RK Bhalla & Co., Chartered Accountants (Firm Registration No.
024798N), as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the
conclusion of 44th Annual General Meeting till the conclusion of 49th Annual General Meeting to be held
in the financial year 2029.

Further the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. There
is no qualification, disclaimer, reservation or adverse remark made by the Statutory in their report for the
financial year ended 31 March 2025.

> Secretarial Auditors

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Sumit
Bajaj & Associates, a peer reviewed Practicing Company Secretaries as Secretarial Auditor of the
Company for the Financial Year 2024-25.

In accordance with the provisions of Section 204 of the Act, M/s Sumit Bajaj & Associates conducted the
secretarial audit for the financial year ended 31 March 2025. The Secretarial Audit Report issued by the
Secretarial Audit in Form MR-3 is attached as Annexure ''B''.and forms part of the Directors'' Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or
disclaimer.

> Internal Auditor

M/s Pankaj Sachdeva & Co., (Firm Registration No. 039532N) was appointed as Internal Auditor of the
Company for the financial year 2024-2025 on August 30th, 2024 pursuant to the provisions of Section 138
of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.

The Report of the Internal Auditors is reviewed by the Audit Committee.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 of the companies Act 2013 Corporate Social Responsibility are not applicable for our
company.

In pursuance of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules,
2014, the above rules are not applicable to the company during the year as the company has not earned
the adequate profit in this financial Year 2024-25.

18. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments cover under the Provisions of Section 186 of the Companies
Act, 2013 are provided in the Notes to the Standalone Financial statements for the financial year ended 31
March 2025.

19. EXTRACTS OF ANNUAL RETURN

The extracts of the Annual Return as per section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 will be available on the Company''s website
https://www.rlfltd.com/.

20. INDEPENDENT DIRECTORS'' DECLARATION

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements
as stipulated in section 149(6) of the Companies Act,2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act,2013 and the relevant Rules.

These declarations confirm that they are independent of the management and possess the requisite
integrity, expertise, and experience to serve on the Board as Independent Directors. The Board of
Directors places on record its deep appreciation for the valuable contributions made by the Independent
Directors in guiding the Company towards sustained growth and governance excellence.

21. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT
TO SECTION 134(3) (e) AND SECTION 178 (3)

The Company''s Policy on Director''s appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters as provided under Section
178(3) of the Companies Act, 2013 can be accessed on the Company''s website at https://www.rlfltd.com/.

The Objective of the Policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance
between fixed and incentive pay reflecting short- and long-term performance objectives appropriate
to the working of the Company and its goals

22. CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as
specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) [and
(t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and
Disclosure requirements) 2015 are not applicable to the Company.

23. DEMATERIALISATION OF SHARES

The shares in the Company are under compulsory dematerialized trading. The Company''s ISIN No. is
INE629C01014. The number of shares dematerialized as on 31.03.2025 are as follows:

NSDL : 5184414 Shares

CDSL : 2182544 Shares

24. MEETINGS OF INDEPENDENT DIRECTORS

The Company''s Independent Directors meet at least once in every year without the presence of Non¬
Independent Directors and Management Personnel. Such meetings are conducted to enable Independent
Directors to discuss matters pertaining to the Company''s affairs and put forth their views to the other
Independent Directors. Independent Directors take appropriate steps to present their views to the Board.
The Independent directors met one times during the financial year 2024-25 on 30^th May, 2024.

25. COMMITTEES OF THE BOARD

The Company has duly constituted and reconstituted the following statutory Committees in terms of the
provisions of the Act read with relevant rules framed thereunder during the reporting period and up to
the date of this report:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Share Transfer/ Transmission Committee

> AUDIT COMMITTEE

The Audit Committee comprises of three (3) members, two (2) of them are independent non-executive
directors and one (1) is executive director. The Committee''s composition and terms of reference meet
with requirements of Section 177 of the Companies Act, 2013 and Listing Regulations.

Composition of the Audit Committee

The committee comprises the following directors as on 31st March, 2025:

Name	Designation	Chairperson/Member	No. of meeting(s) attended
Mr. Nakul Badopalia	Independent Director	Chairman	5
Ms. Gunja Singh	Independent Director	Member	5
Mr. Ashish Khanna	Executive Director	Member	5

All the members of the Committee have accounting and financial management expertise. The Company

Secretary is the secretary to the committee.

The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditor''s independence and performance, and effectiveness of audit
process;

iii. T o examine the financial statement and the auditors'' report thereon;

iv. To approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including
the observations of the auditors and review of financial statement before their submission to the
Board and to discuss any related issues with the internal and statutory auditors and the management
of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and
for this purpose shall have power to obtain professional advice from external sources and have full
access to information contained in the records of the company.

The Audit Committee functions in accordance with the terms of reference specified by the Board of
Directors and ensures the integrity of the Company''s financial reporting process, compliance with legal
and regulatory requirements, and the adequacy of internal control systems.

During the financial year 2024-2025 Five (5) meeting of Audit Committee were held as under:-

? 30^th May, 2024

? 14^th August, 2024

? 30 ^th August, 2024

? 12^th November, 2024

? 14^th February, 2025

> NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee constituted by the Board of Directors consists of 3 non¬
executive independent/non independent directors. The Committee''s composition and terms of reference
meet with requirements of Section 178 of the Companies Act, 2013 and Listing Regulations. The Members
of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

Composition of the Nomination and Remuneration Committee

The committee comprises the following directors as on 31st March, 2025:

Name	Designation	Chairperson /Member	No. of meeting(s) attended
Mrs. Gunja Singh	Independent Director	Chairman	5
Mr. Nakul Badopalia	Independent Director	Member	5
Mr. Vikas Grover	Non-Executive Director	Member	5

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their appointment and
removal and shall carry out evaluation of every director''s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration for the directors, key
managerial personnel and other employees.

3. To ensure that—

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the
working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Board''s Report to shareholders.

During the financial year 2024-2025 Five (5) meeting of Nomination and Remuneration Committee were
held as under: -

? 30 ^th May, 2024

? 29^th June, 2024

? 30^th August, 2024

? 12^th November, 2024

? 21^st February, 2025

> STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies
Act, 2013 and Listing Regulations. The Stakeholders Relationship Committee is mainly responsible to
review all grievances connected with the Company''s transfer of securities and Redressal of shareholders
/ Investors / Security Holders Complaints.

Brief description of terms of reference:

To approve issue of duplicate Share Certificate and to oversee and review all matters connected with
transfer of Company''s Securities and to resolve concerns/complaints/ grievances of the security holders
including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt
of declared dividends, issue of new/duplicate certificates, general meetings etc.

Composition of the Stakeholders Relationship Committee

The committee comprises the following directors as on 31st March, 2025:

Name	Designation	Chairperson/Member	No. of meeting(s) attended
Mr. Vikas Grover	Non-Executive Director	Chairman	1
Mr. Ashish Khanna	Executive Director	Member	1
Mrs. Gunja Singh	Independent Director	Member	1

During the financial year 2024-2025 One (1) meeting of Stakeholders Relationship Committee were held
as under:

? 30th May, 2024

> SHARE TRANSFER/ TRANSMISSION COMMITTEE

Board of Directors of the company in its meeting dated 12^th November, 2024 constituted the Share
Transfer/ Transmission Committee which comprises of following members as on date:

Mr. Ashish Khanna Non-Executive Director Chairman

(Appointed w.e.f. 29^th May, 2025)

Mrs. Gunja Singh Independent Director Member

Mr. Aditya Khanna Managing Director Member

26. RELATED PARTY TRANSACTION

None of the transactions with any of related parties were in conflict with the (AS Company''s interest.
Suitable disclosures as required by the Accounting Standard 18) issued by The Institute of Chartered
Accountants of India (The ICAI) have been made in the notes to the Financial Statements.

All related party transactions are negotiated on an arms-length basis and are in the ordinary course of
business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 has been in compliance.
Further the board of the company has given its approval to transaction with the related parties.

Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2
are provided under Annexure-C under the board report.

27. DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of
frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies
Act, 2013.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the explanations obtained by them, your
Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

(ii) 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 March 31, 2025 and the profit of the
company for that period;

(iii) The Directors have been 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 / detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

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

(vi) 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.

29. CFO CERTIFICATION

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules 2015, the Chief Financial
Officer have furnished necessary certificate to the Board on the financial statements presented for the
year ended 31st March 2025. The Certificate s is annexed as to the Report as per Annexure ''D''.

30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the performance evaluation was carried out as under:

Board

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of
Directors evaluated the performance of Board, having regard to various criteria such as Board
Composition, Board processes, Board dynamics, etc. The Independent Directors at their spate meeting also
evaluated the performance of Board as whole based on various criteria. The Board and the Independent
Directors were of the view that performance of the Board of Directors as whole was satisfactory.

Committees of the Board:

The performance of Audit Committee, Nomination and Remuneration Committee, the Stakeholders
Relationship Committee, Share Transfer/ Transmission Committee was evaluated by the Board having
regard to various criteria. The Board was of the view that all the committees were performing their
functions satisfactorily.

Individual Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the
performance of each director was evaluated by the entire Board of Directors (excluding the director being
evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent
Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of
other Directors; and assessed the quality, quantity and timeliness of flow of information between the
Company''s Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties. The Board and the Independent Directors were of the view that performance of the
all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad
parameters:

> Relevant expertise;

> Attendance of Directors in various meetings of the Board and its Committees;

> Effective participation in decision making process;

> Objectivity and independence;

> Level of awareness and understanding of the Company''s business;

> Professional conduct of the directors in various meetings of the Board and its committees;

> Compliance with the Code of Conduct of the Company;

> Ability to act in the best interest of the Company.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the Directors and
employees of the Company for reporting genuine concerns about unethical practices and suspected or
actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act,
2013 and Listing Regulations.

This Vigil Mechanism shall provide a channel to the employees and Directors to report to the management
concerns about unethical behavior, and also provide for adequate safeguards against victimization of
persons who use the mechanism and also make provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases. It is affirmed that no personnel of the company have been
denied access to the Audit Committee.

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

The Company has less than ten number of employees therefore the company is not required to constitute/
re-constitute Internal Complaints Committee (ICC), however if any case recorded in that case the
reporting shall be made with Local Complaint Committee.

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.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	N IL
Number of cases pending for more than ninety days	N IL

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO

The Company does not belong to the category of power intensive industries and hence consumption of
power is not significant. However, the management is aware of the importance of conservation of energy
and also reviews from time to time the measures taken/ to be taken for reduction of consumption of
energy.

During the year, your Company was running successfully its embroidery unit in Gurugram comprising 4
computerized, high quality embroidery machines. The Company sold out the less efficient machines and
in the process of phasing out the less efficient machines in the coming years.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign exchange earned : Nil

Total Foreign exchange used : Nil

34. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND
RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules,
1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. No.	Particulars	Remarks
1.	The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	During the financial reporting period, remuneration of Rs. 9.60 lakhs are paid to Director and Key Managerial Personnel''s of the Company for the financial year 2024-2025.
2	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.
3	The percentage increase in the median remuneration of employees in the financial year.
4	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
5	Affirmation that the remuneration is as per the remuneration policy of the Company
6	The number of Permanent employees on the Pay Rolls of the Company	6

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule
5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for
that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration
for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand
rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that
year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that
drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along
with his spouse and dependent children, not less than two percent of the equity shares of the Company.
Nil

35. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured
Risk Management Policy duly approved by the Board of Directors. The Risk Management process is
designed to safeguard the Company from various risks through adequate and timely actions. It is designed
to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company.
The potential risks are integrated with management process such that they receive the necessary

consideration during the decision making. It has been dealt in greater detail in Management Discussion
and Analysis Report annexed to this Report

36. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

37. WEBSITE OF THE COMPANY:

The Company maintains an updated website at https://www.rlfltd.com/ which serves as a comprehensive
resource for stakeholders, including shareholders, investors, and the general. The website contains
detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

38. MAINTENANCE OF COST RECORDS

The Company falls within the limits specified in Section 148 of the Companies Act, 2013 and rule 3 of the
Companies (Cost Records and Audit) Rules, 2014 identifying the Companies who are required to keep Cost
Records, undergo a Cost Audit, and submit a Cost Audit Report. Hence the provisions with respect to
maintenance and submission of Cost Records and Cost Audit are not applicable to the Company.

39. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protect the Company
from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company is following the applicable Accounting
Standards for properly maintaining the books of accounts and reporting financial statements. The internal
financial controls have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
continuous monitoring by functional leaders as well as testing of the internal financial control systems by
the internal auditors during the course of their audits. The Audit Committee reviews adequacy and
effectiveness of Company''s Internal Controls and monitors the implementations of audit
recommendations.

40. LISTING FEES

The Listing Fees for the financial year 2024-25 has been paid by the Company to BSE Limited i.e. the Stock
Exchange where shares of the Company are listed.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ TRIBUNAL:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company''s operations in future,

However, during the year, BSE imposed a monetary penalty of ^1,82,900/- on the Company. The Company
subsequently submitted a waiver application to BSE, which was duly considered and accepted. Pursuant
to the acceptance of the waiver request, the net amount payable was reduced to ^11,800/-, which was
paid by the Company on 15th July, 2025.

42. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT:

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no
instance of one-time settlement with any Bank or Financial Institution.

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

The disclosure under this clause is not applicable as the Company has not undertaken any one-time
settlement with the banks or financial institutions.

44. MATERNITY BENEFIT

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961,
as amended from time to time. The Company is committed to fostering a supportive and inclusive work
environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with
the applicable statutory requirements.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the dedicated efforts and commitment of the
employees of the Company at all level. Their contribution has been integral in enabling the Company to
overcome the challenges and achieve its objectives. The Board also acknowledges the continued support
received from the Company''s bankers and extends its gratitude to all stakeholders, including the vendors,
customers, auditors, consultants, financial institutions, government bodies, dealers, and other business
associates for their cooperation and support. The Board also deeply recognizes the trust and confidence
placed by the consumers of the Company and the Members.

For and On Behalf of the Board
RLF LIMITED

SD/- SD/-

DATE: 02.09.2025 ASHISH KHANNA ADITYA KHANNA

PLACE: GURUGRAM DIRECTOR MANAGING DIRECTOR

DIN:01251582 DIN:01860038

---

Mar 31, 2024

Your Directors have great pleasure in presenting the 44^th Annual Report together with the
Audited Annual Accounts of the Company for the financial year ended on 31^st March, 2024.

1. FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31^st March, 2024
and for the previous year ended 31^st March, 2023 are as follows:

(Amount in Rs.l

Particulars	Year Ended	Year Ended
	31.03.2024	31.03.2023
Revenue from Operations	18,636,100	-
Other Income	5,017,195	9,662,077
T otal Revenue	23,653,295	9,662,077
Total Expenses	23,005,980	13,078,010
Profit/Loss before Tax	445,849	(27,804,219)
Profit/ Loss for the year	445,849	(27,804,219)
Earnings Per Share	0.05	(2.84)
-Basic	0.05	(2.84)
-Diluted

2. PERFORMANCE HIGHLIGHTS

During the year under review, the Company has total operational Income of Rs.
18,636,100/- and the Company has earned profit of Rs. 445,849 during the year ended
31.3.2024.

The Company''s focus shall continue to be on improving specialty and efforts particularly
on embroidery business which would yield results in coming years. These actions would
continue to enhance the pace of business and would contribute in long term growth.

3. SHARE CAPITAL

During the year under review, there was no change in the Company''s issued, subscribed
and paid-up equity share capital.

4. DIVIDEND

The Board of Directors of the Company has not recommended any dividend during the
year after reviewing Financial Statements of the Company.

5. RESERVE

The Company has not proposed any amount to be transferred to the General Reserve.

6. DEPOSITS

During the year under review, the company does not accept any deposits from the public
as per Section 73 to 76 of the Companies Act, 2013.

7. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no significant changes was made in the nature
of the company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY

During the Year under review there were no material changes and commitments which
affect the financial position of the Company. An ease of doing business can give an addon
to the Company to create the sustainable growth and development.

9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

During the year under review, the Company does not have any Subsidiary, Associate and
Joint Venture.

10. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to
''Meeting of the Board of Director'' and ''General Meetings'', respectively, have been duly
followed by the Company.

11. KEY MANAGERIAL PERSONNEL

Ashish Khanna - Chief Financial Officer

Details of Company Secretary are as follows:

Ms. Sonia Vaid, Company Secretary of the Company had resigned dated on 30.05.2023
and Ms. Manisha Choudhary was appointed as Company Secretary of the Company who
had resigned from its office - effective from dated 31^st March, 2024 and Ms. Ragini
Maurya has been appointed as new Company Secretary & Compliance Officer of the
Company effective from dated 29^th June, 2024.

12. DIVERSITY OF THE BOARD

The Company believes that diversity is important to the work culture at any organisation.
In particular, a diverse Board, among others, will enhance the quality of decisions by
utilizing different skills, qualifications and professional experience for achieving
sustainable and balanced development.

13. DIRECTORS

The Board Comprises of 5 Directors, namely:-

Mr. Aditya Khanna - Managing Director

Mr. Ashish Khanna - Executive Director

Mrs. Gunja Singh - Women Independent Director

Mr. Vikas Grover - Non- Executive Director

Mr. Nakul Badopalia - Independent Director

All the Independent Directors of your Company have given declarations that they meet
criteria of Independence as prescribed both under the Act and Securities and Exchange
of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

CHANGE IN BOARD OF DIRECTORS DURING THE RELEVENT PERIOD:

i. Mr. Balwan, Independent Director of the Company has been resigned from the company
dated on 26^th June, 2023.

ii. Mr. Nakul Badopalia has been appointed as the Independent Director of the Company
dated on 10^th August, 2023.

14. MEETINGS OF INDEPENDENT DIRECTORS

The Company''s Independent Directors meet at least once in every year without the
presence of Non-Independent Directors and Management Personnel. Such meetings are
conducted to enable Independent Directors to discuss matters pertaining to the
Company''s affairs and put forth their views to the other Independent Directors.
Independent Directors take appropriate steps to present their views to the Board.

The Independent directors met two times during the financial year 2023-24 on 30^th May,
2023 and 10^th August, 2023.

15. MEETINGS OF THE BOARD:

The strength of Board of Directors as on March 31,2024 were 5 Directors. The Board
comprises of two executive directors, one Non-Executive Director and two independent
directors.

Date of Meetings	Board Strength	No. of Directors present
30th May, 2023	05	05
18th July, 2023	05	05
10 th August, 2023	05	05
14th November, 2023	05	05
13th February, 2024	05	05

During Financial Year 2023-24, 5 Board Meeting has been conducted and the maximum time
gap between any two meetings was not more than 120 days.

The composition of Board of Directors and attendance of Directors at the Board Meetings
during the year and at the last Annual General Meeting and also number of other
directorships, committee memberships and chairmanship held by them are given below:

Name of Directors	DIN	Details	Attendance
		Category	Board Meeting	AGM
Mr. Aditya Khanna	01860038	M.D.	05	Yes
Mr. Ashish Khanna	01251582	E.D.	05	Yes
Mrs. Gunja Singh	08592621	I.D.	05	Yes
Mr. Nakul Badopalia	08589303	I.D.	02	Yes
Mr. Vikas Grover	07075918	N.E.D.	05	Yes

E.D. - Executive Director; I.D. - Independent Director; M.D - Managing Director.
NED- Non-Executive Director

16. STATUTORY AUDITORS

M/s. Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No. 009073N/
N500320) are the Statutory Auditors of the Company. They were appointed as the Statutory
Auditors of the Company in the Annual General Meeting held in the year 2021 for a period of
3 years.

M/s Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No. 009073N/ N500320)
shall hold the office till the conclusion of 44^th Annual General Meeting to be held in the year
2024.

17. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (“Listing Regulations”) is presented in a separate section,
forming part of the Annual Report as an Annexure-''A''

18. INTERNAL AUDITORS

M/s Narender Singh & Co. Chartered Accountants, (Firm Registration No. 030207N) are the
Internal Auditors of the Company.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 of the companies Act 2013 Corporate Social Responsibility are not
applicable for our company.

In pursuance of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014, the above rules are not applicable to the company during the
year as the company has not earned the adequate profit in this financial Year 2023-24.

20. SECRETARIAL AUDITORS

M/s. Choudhary Pankaj & Associates Company Secretaries in practice holding Membership
No. 6642 and COP No. 5417, are the Secretarial Auditors of the Company pursuant to the
provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditors
(Form MR-3) for Financial Year ended on 31^st March, 2024 is being annexed to the Report as
per Annexure ''B''.

21. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments cover under the Provisions of Section 186 of
the Companies Act, 2013 are given in the accompanying Financial Statements.

22. EXTRACTS OF ANNUAL RETURN

The extracts of the Annual Return as per section 92(3) of the Companies Act, 2013 and rule
12(1) of the Companies (Management and Administration) Rules, 2014 will be available on
the Company''s website www.rlfltd.com.

23. RELATED PARTY TRANSACTIONS

None of the transactions with any of related parties were in conflict with the Company''s
interest. Suitable disclosures as required by the Accounting Standard 18 (AS 18) issued by
The Institute of Chartered Accountants of India (The ICAI) have been made in the notes to the
Financial Statements.

All related party transactions are negotiated on an arms-length basis and are in the ordinary
course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013
has been in compliance. Further the board of the company has given its approval to
transaction with the related parties.

Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into
by the Company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 in Form AOC-2 are provided under Annexure-''C''.

24. CORPORATE GOVERNANCE REPORT

In terms of SEBI (Listing Obligation and Disclosure requirements) 2015, The provisions of
Regulation 17,18, 19,20,21,22,23,24,25,26, 27 and clause (b) to (i) of sub regulation 2 of
regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure
requirements) 2015 are not applicable to the Company.

25. DEMATERIALISATION OF SHARES

The shares in the Company are under compulsory dematerialized trading. The Company''s
ISIN No. is INE629C01014. The number of shares dematerialized as on 31.03.2024 are as
follows:

NSDL : 5191140 Shares

CDSL : 2163858 Shares

26. AUDIT COMMITTEE

The Committee''s composition and terms of reference meet with requirements of Section 177
of the Companies Act, 2013 and Regulation 18 of Listing Regulations. Members of the Audit
Committee possess financial/accounting expertise/exposure.

Brief description of terms of reference:

The role and the powers of the audit committee are as per the guidelines set out in the Listing
Regulations. The Committee also act as a link between the auditors and the Board of Directors.
The Committee meets the auditors periodically and reviews the quarterly/half-yearly and
annual financial statements and discusses their findings and suggestions and seeks
clarification thereon.

The audit committee met five times during the financial year 2023-24:

? 30th May, 2023,

? 18^th July, 2023,

? 10^th August, 2023

? 14^th November, 2023

? 13^th February, 2024.

The attendance of meeting is given hereunder:

Name	Designation	No. of meeting(s) attended
Mr. Nakul Badopalia	Independent Director	4 Appointed on 10/08/2024
Mr. Ashish Khanna	Director & CFO	5
Ms. Gunja Singh	Independent Director	5
Mr. Balwan	Independent Director	1(Cessation on 26/06/2024)

27. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee constituted by the Board of Directors consists
of 3 non-executive independent/non independent directors:

Brief description of terms of reference:

To formulate the criteria for determining qualifications, positive attributes and independence
of a director, formulate the criteria for evaluation of Independent Directors and the Board
and performance of every Directors of the Board and recommend to the Board, all
remuneration, in whatever form, payable to Senior Management i.e. Chief Executive Officer,
Managing Director, Whole time Director, Manager, Chief Financial Officer and Company
Secretary.

The Nomination and Remuneration committee met Three times during the financial year
2023-24.

? 30 ^th May, 2023,

? 18 ^th July, 2023

? 10^th August, 2023

The attendance of meeting is given hereunder:

Name	Chairman/Member	No. of meeting(s) attended
Mrs. Gunja Singh	Chairman	3
Mr. Vikas Grover	Member	3
Mr. Nakul Badopalia	Member	1 (Appointment on 10/08/2024
Mr. Balwan	Member	1 (Cessation on 26/06/2024)

28. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee was constituted to comply with the Companies Act,
2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Brief description of terms of reference:

To approve issue of duplicate Share Certificate and to oversee and review all matters
connected with transfer of Company''s Securities and to resolve concerns/complaints/
grievances of the security holders including complaints related to transfer/transmission of
shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.

The Stakeholder Relationship committee met Three times during the financial year 2023-24.

? 30th May, 2023,

? 10 th August, 2023,

? 13th February, 2024.

The attendance of meeting is given hereunder:

Name	Chairman/Member	No. of meeting(s) attended
Mr. Aditya Khanna	Chairman	3
Mrs. Gunja Singh	Member	3
Mr. Nakul Badopalia	Member	2(Appointment on 10/08/2024)
Mr. Balwan	Member	1 (Cessation on 26/06/2024)

29. SHARE TRANSFER/ TRANSMISSION COMMITTEE

The Share Transfer comprises of following members:

Mr. Aditya Khanna - Member

Mr. Ashish Khanna - Member

Mr. Gunja Singh - Member

Mr. Vikas Grover - Member

30. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which includes criteria for
performance evaluation. In accordance with the manner specified by the Nomination and
Remuneration Committee, the Board carried out performance evaluation of the Board, its
committees, and Individual Directors (including Independent Directors).

The Independent Directors separately carried out evaluation of Chairperson, Non¬
Independent Directors and Board as a whole. The performance of each Committee was
evaluated by the Board, based on views received from respective Committee Members. The
report on performance evaluation of the Individual Director was reviewed by the Chairperson
of the Board and feedback was given to Directors.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the
Directors and employees of the Company for reporting genuine concerns about unethical
practices and suspected or actual fraud or violation of the code of conduct of the Company as
prescribed under the Companies Act, 2013, Regulation 22 of the Listing Obligation and
Disclosure Requirements, 2015.

This Vigil Mechanism shall provide a channel to the employees and Directors to report to the
management concerns about unethical behavior, and also provide for adequate safeguards
against victimization of persons who use the mechanism and also make provision for direct
access to the chairperson of the Audit Committee in appropriate or exceptional cases. It is
affirmed that no personnel of the company have been denied access to the Audit Committee.

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

The Company has less than ten number of employees therefore the company is not required
to constitute/ re-constitute Internal Complaints Committee (ICC), however if any case
recorded in that case the reporting shall be made with Local Complaint Committee.

During the year there was no any case was recorded by the company hence no complaint is
outstanding or made as on 31.03.2024.

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

The Company does not belong to the category of power intensive industries and hence
consumption of power is not significant. However, the management is aware of the
importance of conservation of energy and also reviews from time to time the measures
taken/ to be taken for reduction of consumption of energy.

During the year, your Company was running successfully its embroidery unit in Gurugram
comprising 8 computerized, high quality embroidery machines purchased from Saurer,
Switzerland. The Company sold out the less efficient machines and in the process of phasing
out the less efficient machines in the coming years.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign exchange earned : Nil

Total Foreign exchange used : Nil

34. PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197 of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No
employee is drawing remuneration in excess of the limits set out in the said rules are provided
in the Act.

35. RISK MANAGEMENT POLICY

The Company''s business is exposed to both external and internal risks. Your Company has
incorporated processes and systems to proactively monitor, manage and mitigate these risks
along with appropriate review mechanisms. The Company has an elaborate Risk
Management Framework, which is designed to enable risks to be identified, assessed and
mitigated appropriately.

36. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protect the
Company from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. The Company is following
the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal financial controls have been embedded in the
business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, continuous monitoring by functional leaders as well as testing of the internal
financial control systems by the internal auditors during the course of their audits. The Audit
Committee reviews adequacy and effectiveness of Company''s Internal Controls and monitors
the implementations of audit recommendations.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ TRIBUNAL:

There is no significant and material order passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company''s operations in future.

38. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT:

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and
there is no instance of one-time settlement with any Bank or Financial Institution.

39. DIRECTORS'' RESPONSIBILITY STATEMENT

T o the best of their knowledge and belief and according to the explanations obtained by them,
your Directors make the following statements in terms of Section 134(3) (c) of the Companies
Act, 2013:

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

(ii) 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 March 31,
2024 and the profit of the company for that period;

(iii) The Directors have been 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 / detecting fraud and other
irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

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

(vi) 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.

40. Acknowledgement:

Your Directors wish to thank the collaborators, financial institutions, bankers, customers,
suppliers, shareholders and employees for their continued support and co-operations.

For and on behalf of the Board
RLF Limited

Date: 30.08.2024 Sd/ Sd/

Place: Delhi ASHISH KHANNA ADITYA KHANNA

DIRECTOR MANAGING DIRECTOR

DIN:_01251582 DIN:_01860038

---

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the 35"' Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2015.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2015 are as follows:

(Rs. Lacs) Particulars Current Year Previous Year ended 31.03.15 ended 31.03.14

Total Turnover 296.23 425.46

Operating Expenses 152.42 217.07

Profit before Interest, 143.81 208.38 Depreciation &Tax

Financial Expenses 81.41 96.00

Profit before Depreciation &Tax 62.40 112.38

Depreciation 49.44 69.82

Provision for Taxation 2.50 8.38

Deferred Tax Net (17.75) 5.87

Profit/ Loss afterTax 28.21 28.30

Balance Brought Forward (217.84) (246.14)

Proposed Dividend Nil Nil

Balance Carried forward (311.57) (217.84)

OPERATIONS

During the year, the turnover of the Company has decreased from Rs.425.46 lacs previous year to Rs.296.23 lacs current year. The profit after interest, depreciation & tax has also down Rs.28.21 against previous year profit Rs. 28.30 Lacs.

DIVIDEND

As the company has accumulated losses in the past, so the board of the company has not recommended any dividend for the current financial year.

FIXED DEPOSITS

Total members deposits as on 31st March 2015 were Rs.219.34 Lacs. No fresh of deposits were accepted during the financial year 2014-15. There were no unclaimed deposits as at March 31,2015.

DIRECTORS

The Board comprises of 6 Directors, namely:-

Mr.Anil Kumar Khanna, Mr.B.L. Khurana, Mr.Ashwini Kumar, Mr.Suman Kapur, Mr.Aditya Khanna & Mrs.Pushpa Latha CS.

Mr.Anil Kumar Khanna is the Chairman & Managing Director, Mr.Aditya Khanna is the Executive Non Independent Director and CEO & CFO. Mr.B.L. Khurana, Mr.Ashwini Kumar, Mr.Suman Kapur and Pushpa Latha CS are the Independent Directors in the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Anil Kumar Khanna, Chairman & Managing Director (DIN: 00207839) of the Company retire by rotation and being eligible, offers himself for reappointment.

Mrs. Pushpa Latha CS appointed on 26.5.2015 as an Additional Director of the Company. Mr. B.L. Khurana is the Chairman of the Committee. The terms of reference of the Audit Committee have been laid down by the Board at its meeting constituting the committee, held on 26.05.2015.

All the Independent Directors have given Declaration that they meet criteria of Independence as laid down U/s 149(6) of the Companies Act, 2013 and Clause No.49 of the ListingAgreement.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of Section 134 of the Companies Act, 2013 the directors, based on the representation received from the operation management, confirm that :

(i) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) They 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 2014-15 and of the profit or loss of the company for that period;

(iii) They 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;

(iv) They have prepared the annual accounts on a going concern basis.

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS & AUDIT

The Statutory Auditors of the Company M/s.J.P Chawla Chartered Accountants LLP, Delhi (Firm Registration No.001875N) who were appointed as Statutory Auditors by the members for five years. Their appointment would be ratified at the ensuing Annual General Meeting.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITOR

The Board of Directors of your Company has re-appointed Mr.Rakesh Sharma as Internal Auditors pursuant to the provision of Section 138 of the Companies Act, 2013 for the financial year 2015-16.

SECRETARIAL AUDITORS

The Board had appointed M/s. Choudhary Pankaj & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditors annexed to the Report as per Annexure 'A'. There is a qualification in the Report that Company did not appointWoman Director upto 31st March, 2015.

The Management clarified that, it was in search for appointment of a Woman Director on the Board of the Company and appointed Mrs. Pushpa Latha CS as Woman Director w.e.f. 26th May, 2015.

CORPORATE SOCIAL RESPONSIBILITY

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs every Company having the netwroth of Rs.500 Crores or more turnover of Rs.1000 crores or more or net profit of Rs.5 Crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

In pursuance of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, the above rules are not applicable to the company during the year as the company does not have adequate profits .

REPORT ON CORPORATE GOVERNANCE

The Company endeavors to attain highest values of Corporate Standards.The Company has adhered to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and has implemented all the stipulations prescribed, in the Clause 49 of the Listing Agreement with Stock Exchanges.The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

A requisite certificate from the Statutory Auditors of the Company, M/s. J.P. Chawla & Company, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (ASI8) has been made in the notes to the Financial Statements.

All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 has been in compliance. Further the board of the company has given its approval to transaction with the related parties.

The details of the transaction with Related Party are provided in the accompanying financial statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

DEMATERIALISATION OF SHARES

The shares in the Company are under compulsory dematerialized trading. The Company's ISIN No. is INE629C01014. The number of shares are dematerialized as on 31.3.2015 follows:

NSDL : 27,33,732 Shares CDSL : 9,74,946 Shares

COMPLIANCE UNDER THE COMPANIES ACT 2013 AND ADDITIONAL SEBI STIPULATIONS

The Companies Act, 2013 (Act) came into force substantially from 1st April, 2014. Also, SEBI in its master circular dated 17th April, 2014 notified additional requirements on corporate governance which will be effective from 1st October 2014. The Act and the SEBI stipulations set the tone for a more modern legislation which enables growth, greater regulation and self-governance of India's corporate sector. The Act and SEBI's requirements are expected to improve corporate governance norms, enhance the accountability of companies and their auditors, improve transparency and protect the interest of investors, particularly small ones.

These requirements substantially increase the compliance requirements for companies. The Company is taking all the necessary steps to be compliant with the Act within the time stipulated.

COMPANY SECRETARY

Ms.Pallavi Jain, Company Secretary and Compliance Officer has been resigned w.e.f. 28th February, 2015. The Company is making it's efforts to appoint the new Company Secretary as early as it find the suitable candidate.

AUDIT COMMITTEE

Brief description of terms of reference

The role and the powers of the Audit Committee are as per the guidelines set out in the Listing Agreement with the Stock Exchanges. The Committee also acts as a link between the auditor and the Board of Directors. The Committee meets the auditors periodically and reviews the quarterly/ half yearly and annual financial statements and discusses their findings and suggestions and seeks clarifications thereon.

Composition of the Committee and category of Directors

Mr. B.L. Khurana - Independent Director

Mr.Ashwini Kumar - Independent Director

Mr. Suman Kapur - Independent Director

Mrs.Pushpa Latha CS - Independent Director(Woman Director)

Mrs. Pushpa Latha CS appointed on 26.5.2015 as an Additional Director of the Company. Mr. B.L. Khurana is the Chairman of the Committee. The terms of reference of the Audit Committee have been laid down by the Board at its meeting constituting the committee, held on 26.05.2015.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee constituted by the Board of Directors consists of 3 non-executive independent directors :

Mr.Ashwini Kumar (Chairman)

Mr.B.L Khurana

Mr.Suman Kapur.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee consists of Mr.Suman Kapur as its Chairman and Mr.B.L. Khurana as the member.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Fraud-free and corruption-free work culture has been the core of the Company' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.

To meet this objective a Whistle Blower Policy has been laid down. The same policy as approved by the Board was uploaded on the Company's website www.rlfltd.com

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

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as an 31.3.2015 for compliance.

CONSERVATION OF ENERGY

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However, the management is aware of the importance of conservation of energy and also reviews from time to time the measures taken/ to be taken for reduction of consumption of energy.

During the year, your Company was running successfully its embroidery unit in Gurgaon comprising 8 computerized, high quality embroidery machines purchased from Saurer, Switzerland,the company is going for up gradation of these machines on phase manner which is likely to bring higher efficiency in the coming years .

Foreign Exchange Earnings and Outgo

Total Foreign exchange earned : Rs. Nil

Total Foreign exchange used : Rs. 30,39,377/-

Particulars of Employees

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and hence no particulars are required to be disclosed in this Report.

Environment ,Occupational Health & Safety

Company's Environment, Health & Safety (EHS) strategies are directed towards achieving the greenest and safest operations by optimising natural resource usage and providing a safe and healthy workplace. Systemic and structured efforts continue to be made towards natural resource conservation by continuously improving resource-use efficiencies.

As we continue to bring about energy efficiencies in our operations, we also strive to substitute our energy consumptions with increased component of renewable energy. The Plant of the Company is eco-friendly and do not generate any harmful effluents. Safety devices have been installed wherever necessary.

Risk Management System

Management of the Company maintains adequate internal control system which is designed to provide reasonable assurance that assets are safeguarded and transactions are rightly executed and recorded in accordance with management authorization and accounting policies. All the records are adequately maintained for preparation of financial statements and other financial information. Apart from internal controls, the Company also audits the efficiency and security of its operations, its information technologies and data, in accordance with the global standards.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis

Acknowledgement:

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

On Behalf of the Board For RLF Limited

Sd/- Date : 13th August, 2015 (Anil Kumar Khanna) Place : Gurgaon (Haryana) Chairman DIN : 00207839

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Mar 31, 2014

Dear Shareholders,

The Directors have great pleasure in presenting the 34'' Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on 3 Ist March,2014.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31 * March 2014 are as follows:

(Rs. Lacs) Particulars Current Year ended Previous Year ended 31.03.2014 31.03.2013

TotalTurnover 425.46 320.43

Operating Expenses 217.08 147.39

Profit before Interest, Depreciation &Tax 208.38 173.04

Financial Expenses 96.00 10.63

Profit before Depreciation &Tax 12.38 62.41

Depreciation 69.82 70.12

Provision forTaxation 8.38 20.93

Deferred TaxAssets 5.87 (3.96)

Profit/ Loss afterTax 28.30 (24.68)

Balance Brought Forward (246.14) (221.46)

Proposed Dividend Nil Nil

Balance Carried forward (217.84) (246.14)



OPERATIONS

During the year, the turnover of the Company of Rs.425.46 lacs is against of Rs.320.43 lacs in previous year and profit after interest, depreciation & tax of Rs.28.30 lacs against loss of Rs.(24.68) lacs in the previous year.

NOTES TO FINANCIAL STATEMENTS

The Company has won the case for refund of Cenvat Credit amounting to Rs.27,05,026/-. The case was decided by Hon''ble Punjab & Haryana High Court vide order dated 30.07.2009. The effect of the refund has not been accounted for in the books of accounts.as the application for refund is pending with department.

DIVIDEND

The Company has not declared any dividend this year.

DEPOSITS

Total public deposits as on 3 I * March 2014 were Rs. 181.82 Lacs.The Company has accepted deposit under Section 58A of the CompaniesAct, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DEMATERIALISATION OF SHARES

The shares in the Company are under compulsory dematerialized trading.The Company''s ISIN No. is IN E629C01014.

COMPLIANCE UNDERTHE COMPANIES ACT2013 AND ADDITIONAL SEBI STIPULATIONS

The CompaniesAct, 2013 (Act) came into force substantially from r''April,20l4. Also, SEBI in its master circular dated 17'' April, 2014 notified additional requirements on corporate governance which will be effective from Ist October 2014. The Act and the SEBI stipulations set the tone for a more modern legislation which enables growth, greater regulation and self-governance of India''s corporate sector. The Act and SEBI''s requirements are expected to improve corporate governance norms, enhance the accountability of companies andtheirauditors.improve transparency and protect the interest of investors, particularly small ones.

These requirements substantially increase the compliance requirements for companies. The Company is taking all the necessary steps to be compliant with theAct within the time stipulated.

REPORT ON CORPORATE GOVERNANCE

The Company endeavors to attain highest values of Corporate Standards.The Company has adhered to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and has implemented all the stipulations prescribed, in the Clause 49 of the Listing Agreement with Stock Exchanges.The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement forms part of this Annual Report.

A requisite certificate from the Statutory Auditors of the Company, M/s Sharma Goel & Company, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to the Corporate Governance Report.

Directors

The Board comprises of 5 Directors, namely:-

MrAnil Kumar Khanna,Mr.B.LKhurana,Mr.Ashwini Kumar,Mr.Suman Kapur& Mr.Aditya Khanna.

Mr.Anil Kumar Khanna is the Chairman & Managing Director, MrAditya Khanna is the Executive Non Independent Director, Mr.B.LKhurana,Mr.Ashwini Kumar and Mr.Suman Kapurarethe Independent Directors in the Company.

Directors'' Responsibility Statement

In pursuance of Section 134 of the Companies Act, 2013 the directors, based on the representation received from the operation management,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) They 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 2013-14 and of the profit or loss of the company for that period;

(iii) They 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;

(iv) They have prepared the annual accounts on a going concern basis.

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Internal Auditor

At the last Board of Directors meeting held on 12th August, 2014, Mr.Rakesh Sharma was appointed as the Internal Auditor to conduct Internal Audit as per the terms of reference decided by the Board.

Company Secretary

Ms.Pallavi Jain, Company Secretary and Compliance Officer has been appointed w.e.f. I "July, 2014 by the Board of Directors as Company Secretary and Compliance Officer of the Company.

Audit Committee

The Audit Committee constituted by the Board of Directors consists of 3 non-executive independent directors, viz. Mr. B.L Khurana, Mr.Ashwini Kumar and Mr.Suman Kapur. Mr. B.L. Khurana is the Chairman of the Committee.The terms of reference of theAudit Committee are decided by the Board of Directors.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee constituted by the Board of Directors consists of 3 non-executive independent directors, viz. Mr.Ashwini Kumar, Mr.B.L Khurana and Mr.Suman Kapur. Mr.Ashwini Kumar is the Chairman of the Committee. The terms of reference of the said Committee are decided by the Board of Directors.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee consists of Mr.Suman Kapur as its Chairman and Mr.B.L. Khurana as the member. Ms.PallaviJain Company Secretary & Compliance Officer is the convener of Stakeholder Relationship Committee.

Conservation of Energy

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However, the management is aware of the importance of conservation of energy and also reviews from time to time the measures taken/to be taken for reduction of consumption of energy.

Technology Absorption

During the year, your Company was running successfully its embroidery unit in Gurgaon comprising 8 computerized, high quality embroidery machines purchased from Saurer, Switzerland.

Particulars of Employees

The Company had no employee during the financial year under review whose particulars are required to be given under section 217(2A) of the CompaniesAct, 1956.

Auditors

M/s.Sharma Goel & Company, Chartered Accountants, the retiring Auditors, have expressed their unwillingness to be reappointed at the forthcoming Annual General Meeting and therefore it is proposed to appoint M/s.J.R Chawla & Company, Chartered Accountants as the Statutory Auditors of the Company in place of M/s. Sharma Goel & Company, Chartered Accountants for conducting the Audit of the Annual Accounts and to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of theAnnual General Meeting to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting.

The comments made by the auditors on the final accounts of the company are self explanatory and do not need any clarification/explanation.

Acknowledgement:

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

On Behalf ofthe Board For RLF Limited

Sd/- Date : 12th August, 2014 (Anil Kumar Khanna) Place: New Delhi Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report together with the audited financial statements of the company for the year ended on 31st March, 2011.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2011 are as follows:

(Rs. in Lacs)

Particulars Current Year Previous Year ended 31.03.11 ended 31.03.10

TotalTurnover 315.71 865.42

Operating Expenses 153.06 419.11

Profit before Interest, 162.64 446.31 Depreciation &Tax

Financial Expenses 74.91 81.46

Profit before 87.73 364.85 Depreciation &Tax

Depreciation 68.79 273.19

Provision forTaxation 4.90 14.16

DeferredTaxAssets/Liability 4.64 33.23

Profit afterTax 9.40 44.27

Balance Brought Forward (168.73) 213.00

Proposed Dividend Nil Nil

Balance Carried forward (159.32) (168.73)



OPERATIONS

The impact of the global slowdown that started in mid 2008 has not seen any appreciable reversal and the performance of our embroidery division has not seen any significant change.The global conditions effected the embroidery industry in general and the business of the company was affected as well.The company however, opened another division/ line of activity of stone handicrafts in the previous year .The embroidery business in comparison to previous year had no significant change in the revenue.

DIVIDEND

The Company has not declared any dividend this year.

DEPOSITS

Total public deposits as on 31st March 2011 were Rs. 151.55 Lacs.

DEPOSITORY SYSTEM

The shares of your company are being traded in de-mat form with effect from 29* January 2001. Shareholders are requested to avail of this facility to their advantage.

MANAGEMENT DISCUSSION &ANALAYSIS

INDUSTRY SCENARIO

Notwithstanding signs of recovery from the previous financial crisis, the textile and apparel industry went through a tough year strugglingwiththesurgingandfluctuatingpricesofrawmateriaLLike 2010 the word'resources'will be the keyword for 2011 in textile and clothing industry. By resources we are taking about the hefty challenges with raw material and manpower. Also, many

countries in the EC are also coming under the slowdown blanketThis has impacted the demand for textiles and clothing in the USA and the Europe. Both Indian and Chinese textile exports have come down in last 9 months.The domestic market is also showing sign of improvement leading to overall increase in the textile manufacturing in the country.

With a view to finding new markets for the textile industry and reducing dependence on the US and the European Union (EU), India has begun promoting itself in Japan. Moreover, the imposition of caps on certain import segments from China by European Union & US has opened up the opportunities in India. India domestic market has grown significantly in the past registering a Compound Annual Growth Rate of 13% despite the demand slump the domestic market is expected to grow by around 9 to 10% in the next 5 years.

OUTLOOK

India has seen a significant increase in the domestic demand with its apparel market shifting from traditional segmentation to multi layered ones with varied customer needs. Indian Government is also taking an effort to make the Indian Textile market more competitive Another important issue is availability.quality and the price of power..

With a view to raise India's share in the global textiles trade to 10 per cent by 2015 (from the current 3 oer cent), the Ministry of Textiles proposes 50 new textile parks. Out of the 50,30 have been already sanctioned by the government (with a cost of US $ 710 million). Set up under the Scheme for Integrated Textile Parks (SITP), this initiative will not only make the industry cost competitive, but will also enhance manufacturing capacity in the sector.

Embroidery serves as the major value addition factor for manufacturing garments and made ups anc the main emphasis of the company is to concentrate on orders from embroidery exporters. But due to the global recession in the market, increased fuel prices, inflationary pressure the company will not be able to maintain the sales targets achieved during the last two -three years.

The company is also looking at alternative avenues and has ventured into undertaking assignments as contractors for civil and other works including alternations and beautification of premises.This could yield substantial gains to the company in the coming years.

SUBSIDIARIES

The company has acquired the shares of Chitra Utsav Video Pvt Ltd at an investment of Rs 748.12 Ucs in the previous year The company Chitra Utsav Video Pvt Ltd is setting up a Rs 1900 Lacs new project in Gurgaon.

THREATS, RISK & CONCERNS

Like any other industries the textile embroidery business is exposed to competition from other developing countries to deliver goods at competitive price at low cost.The rupee appreciation will also effect the business of the company and if the rupee appreciated any further the exporters will be adversely effected which indirectly effects the profit margins of the company.

RESEARCH & DEVELOPMENT (R&D)

Research & development of our new services .designs, process and methodologies continue to be of importance to us.This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. In order to successfully carve a niche of our own we need to develop a vital competitive edge in the design development to stay ahead of the competition.

HUMAN RESOURCE DEVELOPMENT/INDUSTRIAL RELATION

In our company Human Resource has always been the most important assets of our organization. The company provide a transparent and a level field work environment to its employees that fosters the culture of collaborative working and on the job career progression.

ENVIRONMENT .OCCUPATIONAL HEALTH & SAFETY

Your company is committed to conducting its operation with due regard to the environment and providing a safe and healthy workplace for employees. The collective endeavour of your company's employees at all levels is directed towards sustaining and continuously improving standards of environment .occupational health & safety in a bid to attain and exceed international benchmarks.

RISK MANAGEMENT SYSTEM

Your Company follows a comprehensive & effective system of Risk ManagementThe Company has adopted a procedure for risk assessment and its minimization. It ensures that all die Risks are timely identified and mitigated in accordance with the well structured Risk Management Process.The Board of Directors & the Audit Committee periodically review the Risk Management System.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company.They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

DIRECTORS

Mr. Anil Kumar Khanna, Director of the company, retires at the ensuing Annual General Meeting, pursuant to clause 108 of the Articles of Association of the Company and being eligible offers himself for re-appointment.

DIRECTORS'RESPONSIBILITY STATEMENT

In pursuance of Sec. 217 (2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

(ii) That 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 or loss of the company for that period;

(iii) That 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) That the directors have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors consists of 2 non-executive independent directors, viz. Mr. B.L. Khurana & Mr. Ashwini Kumar. Mr. B.L Khurana is the Chairman of the committee. The terms of reference of the Audit Committee have been laid down by the Board at its meeting constituting the committee.held on 29.01.2001.

CONSERVATION OF ENERGY

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However, the management is aware of the importance of conservation of energy and also reviews from time to time the measures taken/ to be taken for reduction of consumption of energy.

TECHNOLOGY ABSORPTION

During the year, your Company was running successfully its embroidery unit in Gurgaon comprising 8 computerized, high quality embroidery machines purchased from Saurer.Switzerland.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign exchange earned 18,17,552

Total Foreign exchange used Nil

PARTICULARS OF EMPLOYEES

The Company had no employee during the financial year under review whose particulars are required to be given under section 217(2A) of the CompaniesAct, 1956.

AUDITORS

M/s Sharma Goel & Co. Chartered Accountants, Auditors of the company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

ACKNOWLEDGEMENTS

Yours Directors with to place on record their sincere appreciation of the assistance and support extended by customers, banks, vendors, Government and to all those whose continued support has been a source of strength to the company.Your Directors also wish to place on record their sincere appreciation of the devotion and commitment of every employee of the Company.

ON BEHALF OF THE BOARD

Sd/- (Anil Kumar Khanna) Chairman

Place : New Delhi Date : May 27,2011

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Mar 31, 2010

The Directors have pleasure in presenting the 30* Annual Report together with the audited financial statements of the company for the year ended on 31st March 2010.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31" March 2010 are as follows:





(Rs. in Lacs)

Particular Current Year Previous Year

ended 31.03.2010 ended 31.03.2009

Total Turnover 865.42 265.90

Operating Expenses 419.11 166.01

Profit before Interest, Depreciation & Tax 446.31 99.89

Financial Expenses 81.46 75.74

Profit before Depreciation & Tax 364.85 24.15

Depreciation 273.19 68.99

Provision for Taxation 14.16 0.00

Deferred Tax Assets 33.23 (6.43)

Profit after Tax 44.27 (51.26)

Balance Brought Forward (213.00 ) (161.73)

Proposed Dividend Nil Nil

Balance Carried forward (168.73) (213.00)

OPERATIONS

The impact of the global slowdown that started in mid 2008 has not seen any appreciable reversal and the performance of our embroidery division has not seen any significant change.The global conditions effected the embroidery industry in general and the business of the company was affected as well.The company however, opened another division/ line of activity of stone handicrafts and this resulted in increased business activity, turnovers and profitability for the company.

Primarily on account of the Stone Handicrafts Business, the turnover of the company has risen from Rs.265.90 Lac to Rs.865.42 Lac.The profit before Interest, Depreciation and Tax also rose from Rs.99.89 Lac to Rs.446.31 Lac.The Company wrote off old assets from the books and made a Profit after Tax of Rs.44.27 Lac as compared to a Loss afterTax of (Rs.51.26) Lac last year.

DIVIDEND

The Company has not declared any dividend this year.

DEPOSITS

Total public deposits as on 31stMarch 2010 were Rs. 135.10 Lacs.

DEPOSITORY SYSTEM

The shares of your company are being traded in de-mat form with effect from 29th January 2001. Shareholders are requested to avail of this facility to their advantage.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company.They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

DIRECTORS

Mr.Ashwini Kumar, Director of the company, retires at the ensuing Annual General Meeting, pursuant to clause 108 of the Articles of Association of the Company and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Sec. 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

(ii) That 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 or loss of the company for that period;

(iii) That 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) That the directors have prepared the annual accounts on agoing concern basis.

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors consists of 3 non-executive independent directors, viz. Mr. B.L Khurana,Mr. Ashwini Kumar & Mr. Suman Kapur. Mr. B.L. Khurana is the Chairman of the committee.The terms of reference of the Audit Committee have been laid down by the Board at its meeting constituting the committee, held on 29.01.2001.

CONSERVATION OF ENERGY

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However, the management is aware of the importance of conservation of energy and also reviews from time to time the measures taken/ to be taken for reduction of consumption of energy.

TECHNOLOGY ABSORPTION

During the year, your Company was running successfully its embroidery unit in Gurgaon comprising 8 computerized, high quality embroidery machines purchased from Saurer.Switzerland.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign exchange earned : Nil

Total Foreign exchange used : Nil

PARTICULARS OF EMPLOYEES

The Company had no employee during the financial year under review whose particulars are required to be given under section 217(2A) of the Companies Act, 1956.

AUDITORS

M/s Sharma Goel & Co. Chartered Accountants, Auditors of the company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

ACKNOWLEDGEMENTS

Yours Directors with to place on record their sincere appreciation of the assistance and support extended by customers, banks, vendors, Government and to all those whose continued support has been a source of strength to the company.Your Directors also wish to place on record their sincere appreciation of the devotion and commitment of every employee of the Company.



ON BEHALF OF THE BOARD Sd/- Place:New Delhi (Anil Kumar Khanna) Date :July 29,2010 Chairman