Rishabh Special Yarns Ltd

RISHAB SPECIAL YARNS LIMITED

REGD. OFFICE : 2070 RASTA BARA GANGORE, JOHARI BAZAR, JAIPUR-302003 E-mail : compliance.rsyl@gmail.com• Phone : 0141-2575213,+91-8657530413• CIN : L17114RJ1987PLC004067 Visit us at www.rishabspecial.in

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

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

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

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

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

i) The Bombay Stock Exchanges charge penalty of Rs.11800/- for non compliance Regulation 33 for the Quartered ended 31.03.2023.

The above item have increased the loss to that extent in the current year In Income side Following is not of regular nature: Company does not have any fixed assets in its books as on 31st March 2023.

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

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

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

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

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

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

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

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

The company has taken interest-free unsecured loans, repayable on demand, from one party, who is Managing Director of the company, covered in the register maintained under section 189 of the Companies Act, 2013. Apart from above the company has not accepted any deposits. Repayments include funds taken on interest.

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

(i) at the beginning of the year;: NIL (ii) maximum during the year; : NIL (iii) at the end of the year;: NIL

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

11. Statutory Auditors

M/s S. Bhargava Associates , as Statutory auditor Chartered Accountants (FRN:003191C),were appointed as the statutory auditor of the company to hold office for a period of 5 consecutive years till the conclusion of the 39^TH Annual General Meeting. But suddenly due to pre occupation and other engagements, they have tendered their resignation from the position of Statutory Auditor of the Company The Board of Directors has, based on the recommendation of the Audit Committee, at its meeting held on 12Th August, 2023,proposed the appointment of M/s NITIN GAMI & ASSOCIATES, Chartered, Accountants (Firm Registration No.332567E), Address at P-141,Kalindi Vatika, Block B, Flat 3A,Kolkata– 700089, as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of this AGM till the conclusion of the Forty (40Th) AGM of the Company to be held in the year 2028, subject to ratification of their appointment at every AGM, if required under the Act. M/s NITIN GAMI & ASSOCIATES, Chartered, Accountants (Firm Registration No.332567E), have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act and fix their remuneration

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

i) Auditors' Report: There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report except in Emphasis of matters wherein they are mentioning that Operation of the company have been discontinued due to incurrence of losses since long. The Total of current Liabilities of the company i.e., INR 23.86 lakhs exceeds the total current assets of INR 12.67 lakhs as at 31^st March 2023, also the company is not having any fixed assets as at

31^st March 2023. This condition indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as going concern. Further they have mentioned that " However, Our Opinion is not modified in respect of above matter." It clearly indicates that Their report is unqualified.

ii) Secretarial Audit Report:

(a) physical/Electronic share holding pattern: 46.74% equity share have been dematerialized as on 31^st March,2023 and balance 53.26% shares are in physical Form.

(b) The previous promoter has enter in to an agreement dated 8^th march,2022 with Mr. Sanjay kumar Agrawal(Acquirer-1) and M/S Vimla Metcoke Ltd(Acquirer-2).The Intending Acquirer has already gone through an open offer and publication of detailed public statement in the news paper dated 15^Th March,2023

13. Share Capital :

A) Issue of equity shares with differential rights

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

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

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

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

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

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

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

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

17. Directors:

A) Changes in Directors and Key Managerial Personnel

Mr. SANJAY KUMAR AGRAWAL, SANDEEP KUMAR AGRAWAL and Smt. Rakhi Agrawal retires by rotation and being eligible offer herself for re-appointment.

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

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

C) Formal Annual Evaluation

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

18. Number of meetings of the Board of Directors:

The Board has met 4 times and independent directors once for the agenda related to the year ended 31st March, 2023.

21st April,2022,25^th May,2022,8th August,2022, 6th September, 2022 ,14Th November, 2022, 14th February,2023 & 17^Th March2023,

19. Detail of Committee of Directors: Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each committee during the financial year 2023-23 and meeting attended by each members of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the Report.

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

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

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

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

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

24. Managerial Remuneration: The Ministry of Corporate Affairs ("MCA") has amended the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Managerial Remuneration Rules, 2014") by way of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 dated June 30, 2016 ("Amended Managerial Remuneration Rules, 2016"). Under these Rules a listed company is required to disclose (a) ratio of remuneration of director to the employees; (b) percentage increase in the remuneration of directors, key managerial personnel and employees; (c) average percentile increase already made in the salaries of employees and its comparison with the percentile increase in managerial remuneration and justification thereof etc., under its Board Report.

As your Company neither provide any remuneration to any Director nor has any employee on its Roll except C.F.O. and Company Secretary which are mandatory regulatory requirement. There is no change in monthly salary paid to C.F.O. and Company Secretary during the year. Hence, there is no change in remuneration from last year to this year.

25. Secretarial Audit Report A Secretarial Audit Report for the year ended on 31st March 2023 in prescribed form duly audited by the Practicing Company Secretary M/s Sunita Garg & Associates is annexed herewith as Annexure – VIII and forming part of the report.

26. Corporate Governance: Your Company re-affirm its commitment to Corporate Governance. As Paid-up Capital of the company is less than Rs. 10 Crore and Net worth is less than Rs. 25 Crores, hence Regulation 15(2) of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 is applicable to us. Though Company is exempt from conditions of Corporate Governance but still is compliant with the most conditions of Corporate Governance provisions as specified in chapter IV of the Securities and Exchange Board Of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. A separate section on compliance with the conditions of Corporate Governance is annexed as Annexure-I, and a Certificate from the firm of Practicing Company Secretary in this regard is annexed as Annexure – II, hereto and forms a part of the report.

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

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

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

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

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

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

30. Depository System : The company's shares can now be traded in electronic form. The company has entered into an agreement with CDSL to act as depository and for dematerialization of shares. CDSL has issued ISIN INE351DO1013 and activated the same as on 25th August, 2014. Some of the shareholders have already dematerialized the shares to electronic form but most of shares till date are in physical form. The shareholders are requested to convert their physical holding to demat form.

31. Business Responsibility Report :As Business Responsibility Report is applicable on top 1000 companies by market capitalization as on 31.03.2023. Your Company does not cover under it though some basic information of BRR are provided in Annexure-VI attached.

32. Employees: None of the employees of the company is in receipt of Remuneration of Rs.1,02,00,000/ - or more per annum or Rs. 8,50,000/- or more per month, if employed for part of the year. The Company does not have any employee except C.F.O. and Company Secretary during the year under review.

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

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

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

Bank and financial institutions and others.

REGD. OFFICE : 2070 RASTA BARA GANGORE, JOHARI BAZAR, JAIPUR-302003 E-mail : compliance.rsyl@gmail.com• Phone : 0141-2575213,+91-8657530413• CIN : L17114RJ1987PLC004067 Visit us at www.rishabspecial.in

1. CORPORATE GOVERNANCE REPORT: Corporate Governance Report as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Company's Philosophy on Corporate Governance: Company's philosophy in relation to Corporate Governance is to ensure transparency in all it's operations, make disclosures and comply with various laws and regulations. Emphasis therefore is on adding value to it's shareholders, investors, employees, suppliers, customers and the community at large.

Declaration for Compliance with Code of Conduct: Pursuant to Regulation 17 (5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby declared that all Board Members and senior Management team of the Company have affirmed compliance with the company's code of conduct for the financial year ended 31st March, 2023.

CEO Certification: Pursuant to Regulation 17 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director has provided to the Board of Director the Compliance Certificate as specified in the Part B of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the financial statements and internal control relating to financial reporting and is part of this report as Annexure - (V).

2. Board of Directors: The Board of Directors consists of 6 directors (One Managing Director, one Woman Director, Two non-executive-independent Director and Two executive Directors. During the year Board Meetings were held on 21^st April,2022 ,25^th May 2022, 8^th August,2022,6^th September,2022,14^Th November,2022,14^th February,2023 & 17^ThMarch2023, The Board was presented with the relevant and necessary information at it's meetings.

The attendance of each Director at the Board Meeting during the year and at the last Annual General Meeting and Extra Ordinary General Meeting and also the other Companies and Committees where he/she is a director/member is tabulated below:

Meeting of Independent Directors and their attendance: Independent Directors to Meet at least once in a year to deal with matters listed out in Regulation 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which inter-alia includes, review the performance of non-independent directors, chairman and the Board as a whole and assess quality and quality of flow of information to perform the duties by the Board of Directors. Both the Independent Directors have attended the meeting.

Directors Remuneration: Due to accumulated losses in the company the company has not paid any remuneration, sitting fees or commission to any of the Director whether executive, non executive or independent.

Number of shares and convertible instruments held by non- executive directors: NA

Web link where details of familiarization programmes imparted to is www.rishabspecial.in

3 Audit Committee :The Board of Directors has constituted an audit committee, as prescribed under section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, of the Directors and empowered the Committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in section 177(4) of the Companies Act, 2013 ( as may be modified/amended from time to time), items specified in Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 under the head role of audit committee and Review of Information by Audit Committee (as may be modified/amended from time to time) and such matters as may be assigned by the Board of Directors. The committee in addition to other business, review un-audited and/or audited financial results for the relevant quarter, half year and the year for adoption/approval by the board, review internal control system and procedures and its adequacy, risk management, related party transaction, audit program, nature and scope of audit program, appointment and remuneration of Auditors. The composition of the audit committee and details of meeting attended by members thereof are as follows:

During the year under review, the audit committee met 7 times on 21st April,2022 ,25th May 2022, 8th August,2022,6th September,2022,14Th November,2022,14th February,2023 & 17ThMarch2023. It's meetings were also attended by the Managing Director and the Statutory Auditors.

The Chairman of the audit committee along with other members attended the last Annual General Meeting of the company held on 30th September, 2022.

Nomination/Remuneration Committee: The Company had constituted a Nomination/Remuneration committee as prescribed under section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The role of the committee is to perform all such matters as prescribed under the Companies act, 2013 and rules framed there under (as may be modified/amended from time to time) and as specified in part D of the Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be modified/amended from time to time) consisting of Sh.PRATIK HARSHAD KALSARIYA, Sh. SANDEEP KUMAR AGRAWAL, Smt. PRIYA GUPTA of the Company. The Company has not issued stock options to any of its Director. The Company has not paid any remuneration to the Managing Director of the company.

During the year 1 meeting of Nomination and Remuneration Committee were held on 21.04.2023.

Stake Holders Grievance Committee : The company had constituted a Stake Holders Grievance Committee as prescribed under section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Which is comprised of Smt. PRIYA GUPTA as Chairman and other members viz. Sh.PRATIK HARSHAD KALSARIYA, Sh. SANDEEP KUMAR AGRAWAL. The role of the committee is to consider and resolve the grievances of security holders and perform such roles as may be required under the Companies Act, 2013 and as specified in part D of the Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015. Continuous efforts are made to ensure that grievances are expeditiously redressed to the satisfaction of investors, attend to investor's complaints pertaining to transfer/transmission of shares, non receipt of dividend, share certificates and other related matters. The information asked were provided to the satisfaction of the shareholders and Nil complaint was pending as on 31.03.2023.

During the year 7 meetings of share transfer committee/investor's grievance committee were held on 21st April,2022 ,25th May 2022, 8th August,2022,6th September,2022,14Th November,2022,14th February,2023 & 17ThMarch2023.

As now there is no physical share transfer facility available now. During this year company and its Registrar and Transfer Agent have not received and processed any Transfer/Transmission/Name Deletion request from the period 01.04.2022 to 31.03.2023.

General Body Meetings:- Details of the last three Annual General Meetings are as under :

During the year 2022-2023 no resolution is passed as special resolution. On 27.05.2022 to fill casual vacancy of Statutory Auditor, Company has passed one Ordinary Resolution for appointment of Statutory Auditor & on 22.05.2023 special resolution passed for borrowing of directors under provision section180(1)(C) of the companies Act,2013 and Reclassification of promoter & Promoters group and Regularization of Director .

Disclosures: There is no transaction of materially significant nature with related party that may have potential conflict with the interest of the company at large. Transactions with related parties are disclosed in note on "Related Party Disclosures" annexed to the financial statements for the year. Adequate care was taken to ensure that the potential conflict of interest did not harm the interests of the company at large.

WHISTLE BLOWER POLICY & Vigil Mechanism: Rishab Special Yarns Limited (RSYL) has formulated a Whistle Blower Policy/Vigil Mechanism. In terms of this policy, employees of RSYL are free to raise issues, if any, on breach of any law, statute or regulations by the company and report them to the Audit Committee through specified channels. This mechanism has been communicated to all employees.

All the mandatory requirements of Corporate Governance have been complied with and company is also in process of adoption of non mandatory requirements.

Means of Communication: During the year, quarterly, half yearly and yearly financial results of the company were submitted to the stock exchanges soon after the Board Meeting approved these and uploaded on the company's website at www.rishabspecial.in.

The Management's Discussion and Analysis of Operating Results and Financial Condition based on financial statements for the year forms part of the Annual Report for the year. General Shareholders' Information:

35Th Annual General Meeting

Financial Calendar for the year 2022 - 2023

Due to cumulative losses, no dividend is proposed. List of Stock Exchanges: The Bombay Stock Exchange Ltd., Mumbai The Delhi Stock Exchange Ltd., New Delhi (Now Defunct) Jaipur Stock Exchange Limited, Jaipur (Now Defunct)

The company had paid Annual Listing fees of the Bombay Stock Exchange, Mumbai up to 2023-24, Jaipur Stock Exchange Ltd and Delhi Stock Exchange Ltd. up to 2013-14 because after that both exchange has not raised the invoice and have become defunct.

Scrip ID is : RISHYRN and Scrip Code is : 514177

Market Price Data : The Stock price of the company From 01.04.2022 to 31.03.2023 but the data Available in BSE with effect From June,2022 till March2023

Registrar and Transfer Agents :The company has appointed Link In time India Private Limited C- 101,247 PARK, LAL BHADUR SHASTRI MARG, VIKHROLI WEST, MUMBAI -400083 as Registrar and Share Transfer Agent from 15.01.2017. Their Email address is rnt.helpdesk@linkintime.co.in and website is www.linkintime.co.in and telephone no is +91 22 49186000.

Share Transfer System: Share transfers are generally completed within fifteen days of receiving the valid share transfer document.

Shareholders of Rishab Special Yarns Limited with more than one percent holding at 31st March, 2023 are as under :

The ISIN(s) for the Company allotted by CDSL is INE351D01013. The Company's investors can now avail the depository services with any of the Depository Participants registered with CDSL which are spread over the length and breadth of our country. Investors are advised to send their shares for dematerialization through their any of the Depository which is registered with the CDSL.

Note: Promoters have not Pledged any of their shareholding.

None of shares have been transferred to Demat Suspense Account or Unclaimed suspense account.

Plant Location: There is no Plant as of now. The company does not own any Fixed Assets in it's books as on 31.03.2023.

Address for Correspondence: Rishab Special Yarns Limited 2070, Rasta Bara Gangore, Johari Bazar, Jaipur-302003

To

The Members,

RISHAB SPECIAL YARNS LIMITED CIN: L17114RJ1987PLC004067 2070,Rasta Bara Gangore, Jaipur 302003, Rajasthan

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Rishab Special Yarns Limited CIN: L17114RJ1987PLC004067 having Registered office at 2070,Rasta Bara Gangore, Jaipur 302003, Rajasthan

(hereinafter called the "company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of Rishab Special Yarns Limited the Company's books, papers, minute books, forms and returns ruled and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year 01.04.2022 to 31.03.2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the financial year ended on 31^st March, 2023 according to the provisions of:

(i) The Companies Act 2013 and the Rules made thereunder

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder as may be applicable;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act');

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading Regulations) 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; as may applicable;

(d) The Securities and Exchange Board of India (Share based employee benefits) Regulation, 2014 and The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not Applicable during the audit period

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, The Securities and Exchange Board of India (Issue and Listing of Non- Convertible Redeemable Preference Shares) Regulations, 2013 and The Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021; Not Applicable during the audit period

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not Applicable during the audit period

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 -and

(h) The SEBI (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 notified on 11th September, 2018- Not Applicable during the audit period

(vi) The other laws as are applicable spherically to the Company are compiled as per representation made by the management of company during the audit period.

we have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made there under.

During the period under review the company has complied with the provision of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above subject to the following observations:

we further report that,

The Board of Directors of the Company is duly constituted with proper balance of, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors took place during the audit period were carried out in compliance with the provisions of the Companies Act, 2013.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance, a system exists for seeking and obtaining further information and capitations on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions is carried through with consent of members and recorded as part of the minutes.

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we further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

To the members of RISHAB SPECIAL YARNS LIMITED

Pursuant to Regulation 26 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby declare that all Board Members and senior management personnel of the Company have affirmed compliance with the Company's Code of Conduct as applicable to them.

As is known to shareholders, the company is at present in the process of Change of Management and hence a SWOT analysis by the present management may not be justified. Yet in order to fulfill the stipulated requirements,

Existing management has been unable to arrange funds for revival of commercial/manufacturing activity and hence in the interest of Shareholders has entered into an agreement to divest its holding.

Following open offer as per SEBI(SAST) act, by the prospective investor, the price of Share has moved up substantially on the Stock Exchange thus probably reflecting the confidence of Shareholders in general.

Existing Board and the management is hence unable to comment on the future course which the Company is likely to take.

Since there was no business activity by the Company in the year under consideration, there is no comparative data to report.

In view of the above present management would like to report as follows:

Industry Structure and Development:-

Presently the Company has no manufacturing plant or commercial activity, in it's earlier line of activity which was Text rising and other value added activities in the field of Polyester Filament Yarn. Presently the Industry is dominated by large players like RIL, JBF industries and others.

Opportunity and Threat:-

Opportunity: A new management is likely to commence new Business in course of time.

Threat: In case the management is not changed, it would be difficult for existing management to raise funds for reviving or any new activity

Segment-wise or product wise performance: There is no business during the year hence segment reporting not required. Due to suspension of operations there is nothing to report on segment-wise performance.

Outlook: The outlook of the company shall depend on the ability of new Board and Management to do business, their business acumen, business plan for which they have gone for open offer and it's ability to raise finances for its future planning.

Risk and concerns:-As the domestic and global conditions are extremely competitive in general in all business and all depend on the new management to respond to the same.

Internal Control systems and their adequacy: The company has adequate control systems commensurate with its size.

Discussion on financial performance with respect to operational performance: Presently the Company has no manufacturing plant or commercial activity. So, without any operation there is no point of discussion on financial performance with respect to operational performance.

Material Development in Human Resources/Industrial Relations front, including number of people employed - Company continues to have good record of industrial relation.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefore

AS there is no business operations during the year including production, sales, purchase, inventory movement, interest payment or payable, loans from bank or outside party on interest. So, Ratio for Debtors Turnover, Inventory Turnover, Interest Coverage, Debt Equity can't be calculated. Hence, change cann't be determined in these ratios. EPS has not changed significantly or more than 25% during the year.

The current ratio has improved significantly due to the following reasons during the year:-

The Current liability is reduced by Rs. 74.51 lakhs on account of payment of unsecured interest free loans outstanding to related parties. The payment was made out of funds received on sale of last piece of company's Land.

The Current Assets has been reduced due to use of balance available in bank account, to the extent of Rs. 8.39 laks as at 31^st March 2023, for the payment of expenses/liability and recovery of advances approx. 2 lakhs during the year.

The Return of Capital employed and Return on Equity has been deteriorated due to increase in Net Worth by 2.88 times due to profit on sale of land and Net Worth was very low in previous year because before that it was negative.

As Company has not taken any loan from banks/outside parties on interest. So, interest coverage ratio and debt service coverage ratios are not applicable.

Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014:

Conservation of energy: As all manufacturing operations of the company remains suspended, the power consumption pertains to general lighting and office requirement only.

(i) the steps taken or impact on conservation of energy: N.A. ;

(ii) the steps taken by the company for utilizing alternate sources of energy: N.A.; (iii) the capital investment on energy conservation equipments : N.A.; (B) Technology absorption:

Due to discontinuance of manufacturing activity, no change in technology was adopted.

(C) Foreign exchange earnings and Outgo:

I, SANJAY KUMAR AGRAWAL Managing Director of the Company and, the undersigned, in my capacity as Managing Director of Rishab Special Yarns Limited ("the company") to the best of my knowledge and belief certify that :

(a) I have reviewed the financial statements viz. the Balance Sheet as at 31st March 2023, the Statement of Profit & Loss, the Statement of Cash Flow and the Statement of Changes in Equity for the year ended 31-03-2023 and based on my knowledge and belief, it is stated that:

(i) These Statements do not contain any materially untrue statement or omit any material fact or contain any statement that might be misleading.

(ii) These statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) It is further stated that to the best of my knowledge and belief, there are no transactions entered in to by the company during the year, which are fraudulent, illegal or violative of the company's Code of Conduct. I hereby declare that all the members of the Board of Directors and Management Committee have confirmed compliance with the code of conduct as adopted by the company.

(c) I am responsible for establishing and managing internal controls for financial reporting and evaluating the effectiveness of the same over the final reporting of the company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) I have indicated, wherever applicable, to the Auditors and Audit Committee:

(i) Significant changes, if any, in the internal control over financial reporting during the year;

(ii) Significant changes, if any, in the accounting policies made during the year and the same has been disclosed in the notes to the financial statement and;

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having significant role in the company's internal system over financial reporting.

Business Responsibility Report:

Section A: General Information:

Corporate Identity Number( CIN): L17114RJ1987PLC004067

Name of the Company: Rishab Special Yarns Limited

Registered Office: 2070, Rasta Bara Gangore, Johari Bazar, Jaipur-302003. Website: www.rishabsecial.com, Email id: compliance.rsyl@gmail.com, Financial Year Reported: 2022-23

Sector: The company is in the Textile Sector NIC Code 2030. At present there is no product being produced by the company. There is no fixed assets in the company's books as on 31^st March 2023 and Company is not working at any location as of now.

Section B : Financial Detail of the Company, Income from operation Nil, Total Profit/ (Loss) after taxes: INR (8470) Compared to last year profit of Rs. 41752

Spending of Corporate Social Responsibility: N.A., Expenditure in CSR: N.A.

Section C: Other Details:

Company Does not have any subsidiary company. The company has stopped its production so does not have suppliers and distributor so the participation of other stakeholder in Business Responsibility does not applicable to the company.

Section D: BR Information:

Director responsible for BR: Mr. SANJAY KUMAR AGRAWAL, Managing Director is the head of BR his DIN is: 05308288, Telephone no.: 0141-2575213,+91-8657530413, email id: compliance.rsyl@gmail.com.

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Company (management & Administration) Rules, 2014

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: Due to incurrence of continuous losses year after year the Board of Director has taken decision in its meeting held on 29.10.2005 to discontinue the Business Operation of the Company. From 20018-19 company has started exporting Polyester Filament Yarn by procuring raw material and getting job work done from outside. While there is no business activity in the current and previous year. In year 2019-20 Company has exported one full container of Polyester Filament Yarn. Earlier the company was producing and doing the business as mentioned below: (All the business activities contributing 10% or more of the total turnover of the company shall be stated)