Your directors present Annual report on the business and operations of the company to
gather with Audited Statement of Accounts of the company for the year ending 31^st March
2024.

The particulars pursuant to sub section 3 of section 134 of the companies act, 2013 are
given below.

a) Web Address , if any, where annual return referred to sub-section (3) of

section 92 of the Companies Act, 2013:

The Annual Return of the company as on 31st March, 2024 is available on the

Company’s website.

b) Number of meetings of the Board:

During the year 2023-2024, 5 meetings of Board of Directors were held.

c) Director’s Responsibility Statements:

The director’s state that:

i) In the preparation of annual accounts for the financial year ended 31^st March
2024, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

ii) 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
as at 31^st March and of the profit/loss of the company for that period;

iii) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

iv) The director had prepared the annual accounts on a going concern basis;

v) The director had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively.

vi) The director had devised proper systems to ensure compliance with the

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provisions of all applicable laws and that such systems were adequate and
operating effectively.

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ca) Details of frauds reported by auditors under sub-section (12) of section 143
other than those which are reportable to the central government.

Auditor has not reported any fraud under sub-section (12) of section 143 of The
Companies Act, 2013.

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d) A Statement on Declaration given by Independent Directors under sub¬
section (6) of section 149.

The independent Directors have submitted declaration pursuant to Section 149(7)
confirming that he meets the criteria of independence pursuant to section 149(6).

The statement has been noted by Board of Directors.

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e) If Company covered under sub-section (1) of section 178, company’s policy
on directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of director and
other matter provided under sub-section (3) of section 178.

The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of director and key
managerial personal and their remuneration. The policy is disclosed at “Annexure
A” in pursuance of provision to section 178(3) of the companies Act 2013.

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The Company does not pay any remuneration to the Non-Executive/Independent
Directors of the company other than sitting fees for attending the meeting of the
Board/Committee. Remuneration to the Whole Time Director/Managing Director is
governed by the relevant provisions of the Companies Act, 2013.

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f) Explanations or comments by the board on every qualification, reservation
or adverse remark or disclaimer made by the auditor in his report / by the
company secretary in practice in his secretarial audit report.

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The disclosures / remark / disclaimer made by the Statutory Auditors are self
explanatoryand no explanation or comments by the board is required.

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The Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013
in prescribed Form MR-3 is attached to as “Annexure B” to this report. The
Company has taken note of Qualification, Reservation etc in the Said report and
shall make arrangement for necessary compliance in future.

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g) Particulars of loans, guarantees or investments under section 186 of
Companies act, 2013

Company has not during the year under review (a) given any loan to any person
or other body corporate (b) Given any guarantee or provide security in connection
with a loan to any other body corporate or person; and (c) Acquired by way of
subscription, purchase or otherwise, the securities of any other body corporate,
Exceeding sixty percent of its paid-up share capital, free reserves and securities
premium account or one hundred per cent of its free reserves and securities
premium account, whichever is more and hence the particulars are not required to
be included in this report.

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h) Particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 in the prescribed form (Form AOC-2)

The company has not entered into transactions referred to in section 188(1) of The
Companies Act, 2013 with related party and hence no as such particulars in form
AOC-2 are required.

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i) The state of Company’s affairs

There is no Material change in the state of affairs of the company particularly
nature of business being carried out.

The income of the company in the year 2022-23 income of the company was Rs.

101.16 Lakhs and in the year 2023-24 there is no revenue in the Company.

There had been loss of Rs. 7.82 Lakhs in the year 2022-23 and in the year 2023¬
24 Company had a loss of Rs. 8.87 Lakhs.

The Company has not issued any share capital or Debentures during the year.

There is no change in the status of the company or the accounting year.

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j) The amount, if any, which it proposes to carry to any reserves

The Directors do not propose to carry any amount to reserves.

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k) The amount, if any, which it recommends should be paid by way of dividend

The Directors do not recommend any amount to be paid by way of dividend.

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l) Material Changes and commitments, if any, Affecting the Financial Position
of the Company which have occurred between the Ends of the financial year
of the company to which the financial statements relate and the date of the
report.

There are no material changes and/or commitments affecting financial position of
the Company occurred after end of financial year till date of this report.

m) The Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo in such manner as may be prescribed.

Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules,

2014 with respect to above is given below.

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(A) CONSERVATION OF ENERGY-

i) The steps taken or impact on conservation of energy: NIL

ii) The steps taken by the company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipments: NIL

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(B) TECHNOLOGY ABSORPTION-

i) The efforts made towards technology absorption: Not Applicable

ii) The benefits derived like product improvement, cost reduction, product
development or import substitution: Not Applicable

iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)-

a. The details of technology imported : Not Applicable

b. The year of import: Not Applicable

c. Whether the technology been fully absorbed: Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof: Not Applicable and

iv) The expenditure incurred on Research and Development: NIL

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(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

Foreign Exchange earned (actual inflows during the year): NIL
Foreign Exchange outgo (actual outflows): NIL

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n) A statement including development and implementation of a Risk
Management Policy for the company including identification therein of
elements of risk, if any, which in the opinion of the board may threaten the
existence of the company;

The Directors do not foresee any risk that may threaten the existence of the
company in normal course. The Directors proposes to develop and implement
specific Risk Management Policy on identification of any risk.

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o) The details about the policy developed and implemented by the company on
corporate social responsibility initiatives taken during the year;

Since the net worth of the company is below Five Hundred crores, Turnover of the
company is below one thousand crores, Net Profit of the company is below five
crores. The provision of Section 135 of The Companies Act, 2013 is not applicable

to the company and hence the company is not required undertake any corporate
Social Responsibility (CSR) initiatives.

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p) In case of a listed company and every other public company having such
paid-up share capital as may be prescribed, a statement indicating the
manner in which formal annual evaluation has been made by the Board of its
own performance and that of its committees and individual directors:

Pursuant to provision of the Companies Act, 2013 the board has carried out the
annual performance evaluation of its own performance as well as the evaluation
of the Audit Committee and Nomination & Remuneration Committee.

The chairman of Board of directors and the chairman of Nomination &
remuneration Committee met all the directors individually to get an overview of the
functioning of the board and its constituents inter alia on the following board criteria
i.e. attendance and level of participation, independence of judgment exercised by
independent directors, interpersonal relationship etc.

Based on the valuable inputs received, the directors are encouraged for effective
role in company’s management.

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q) Such other matters as may be prescribed.

(Pursuant to rule 8(5) of The Companies (Accounts) Rules, 2014)

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i) The Financial summary or highlights

The summary of financial Results (standalone) for the year under review is as
under:-

ii) The Change in the nature of business, if any:

There is no Material change in nature of business of the company.

iii) The Details of Directors or key managerial personnel who were appointed
or have resigned during the year:

No director or Key Managerial Personnel was appointed or resigned during the
year.

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iiia) A statement regarding opinion of the Board with regard to integrity,
expertise and experience (including the proficiency) of the independent
directors appointed during the year;

During the year, no independent Directors have been appointed.

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iv) The names of companies which have become or ceased to be its
Subsidiaries, joint ventures or associate companies during the year;

No company has become or ceases to be subsidiary, joint venture or associate
company.

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v) The details relating to deposits, covered under Chapter V of the Act,-

(a) Accepted during the year: NIL

(b) Remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment
of interest thereon during the year and if so, number of such cases and the total
amount involved-

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(i) At the beginning of the year: Not Applicable

(ii) Maximum during the year: Not Applicable

(iii) At the end of the year: Not Applicable

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vi) The details of deposits which are not in compliance with the requirements
of Chapter V of the Act: NIL

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vii) The 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: NIL

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viii) The details in respect of adequacy of internal financial controls with
reference to the Financial Statements.

The company has in place adequate internal financial controls with reference to
financial statements. Periodic audits are undertaken on continuous basis

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covering all major operation. During the year no Reportable Material weakness
in the operation was observed.

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ix) Disclosure pursuant to Clause ix of sub rule 5 of Rule 8 of the Companies
Account rule, 2014

Maintenance of Cost Record has not been specified by Central Government.

x) Disclosure pursuant to Clause x of Sub rule 5 of Rule 8 of the Companies
Account rule, 2014

The Company is not required to constitute Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

> Audit Committee:

An Audit Committee is in existence in accordance with the provisions of Section
177 of the Companies Act, 2013. The composition of the Audit Committee is
namely Shri Dineshkumar Dhirajbhai Patel, Shri Manojkumar Dhirajbhai Patel and
Shri Maheshkumar Motiram Godiwala. Shri Manojkumar Dhirajbhai Patel is the
Chairman of the Audit Committee. During the year there was no instance where
the board had not accepted the Recommendation of Audit Committee.

> Vigil Mechanism/Whistle Blower Policy

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Power) Rules, 2014, the Board of Director
has adopted vigil mechanism in the form of Whistle Blower Policy through which,
its Directors, Employees and Stakeholders can report their genuine concerns
about unethical behaviors, actual or suspected fraud or violation of the Company’s
code of conduct or ethics policy.

It is the Company’s Policy to ensure that no employee is victimized or harassed
for bringing such incidents to the attention of the Company. The practice of the
Whistle Blower Policy is overseen by the Audit Committee of the Board and no
employee has been denied access to the Committee. The said policy provides for
adequate safeguards against victimization and also direct access to the higher
levels of supervisors.

Shri Manojkumar Dhirajbhai Patel, the Chairman of the Audit Committee can be
contacted to report any suspected/confirmed incident of fraud/misconduct on:
Email: kiransyntex@rediffmail.com, Contact no.: 91-9327766600.

Your Company hereby affirms that no director/employee has been denied access
to the Chairman of the Audit Committee and that no complaints were received
during the year.

The Board of Directors place on records the services of all stakeholders and
associates who have co-operated in the working of the Company

Place: Surat By Order of the Board

Date: 04/09/2024 For Kiran Syntex Limited

Sd/-

Maheshkumar Motiram Godiwala
(DIN: 01779079)
Chairman and Managing Director