Your Directors have pleasure in presenting the 41^st Annual Report together with Audited Financial Statements of the
Company for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS

2. PERFORMANCE OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The Company has achieved Revenue from operations of Rs. 6390.56 Lakhs as against Rs. 5470.69 Lakhs in the previous
year. Other income includes Rs. 124.63 lakhs (Previous year Rs. 1065.21 lakhs) towards profit on sale of Land and Rs.
736.52 lakhs (Previous year Nil ) towards Govt. Grant receivable from Gujarat Govt. The net Profit before exceptional
items is Rs. 239.95 lacs as compared to Rs. 547.03 lacs in the previous year. Exceptional items in previous year represent
written back of various liabilities/Provision which are no more payable.

3. FINANCIAL STATEMENTS

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under
Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015
and Companies (Indian Accounting Standards) Amendment Rules, 2016.

4. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for
appropriation.

5. DIVIDEND

The Board of Directors is unable to declare any dividend for the year 2024-2025.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Listing Agreement and LODR Regulations is disclosed
separately in the Annual Report.

7. DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter
V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules 2014, as amended from time to time and as such there are no such overdue deposits outstanding as on 31^st March,
2025.

8. CORPORATE SOCIAL RESPONSIBILITY

During the year the provision, as regards Corporate Social Responsibility (CSR) is not applicable, as per the criteria defined
under section 135 of the Companies Act, 2013.

9. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Details on conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure
- "A" to this report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2015 forms part of notes to
financial statements provided in this Annual Report.

11. RELATED PARTY TRANSACTIONS

All related party transactions entered during the year were in the ordinary course of business and on an arm's length basis
and were not material as per the Related Party Transactions Policy of the Company. Details of the related party
transactions done during the year are part of the financial statements forming part of this Annual Report. The Policy on
materiality of related party transactions and dealing with related party transactions as approved by the Board, the policy
may be accessed on the Company's website at www.rcvp.in. The particulars of contracts or arrangements with related
parties as per Section 188 of the Companies Act, 2013 and rules made thereof as amended from time to time and as per
the Related Party Transaction (RPT) policy of the Company during the financial year ended March 31, 2025, in prescribed
Form AOC-2 is annexed to this Board's Report (Annexure-B).

12. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing
remuneration and other details as set out in the said rules are provided as an Annexure C in this annual report. The
Company had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Number of Male Employees: - 114

Number of Female Employees; - 3

Number of Transgender Employees: - Nil

Total Number of Employees as on 31/03/2025: - 117.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Jayesh Motasha retires as director by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.

The Board of Directors comprises of one Executive Director and Three Non-Executive Directors. Mr. Mahesh. K. Shah,
Chairman and Managing Director of the Company, Mr. Jayesh Motasha Non-Executive Directors and Mrs. Avani Jolly
Pandit and Mr. Dhaval Vakharia - Independent Directors.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Mr. Dhaval
Vakharia is appointed as an Additional Independent Director from 12^th April, 2024. Pursuant to the provisions of section
149 and 152 of the Companies Act, 2013, his appointment is regularised as a Director by approval of the members
through Postal Ballot for the period of five years from the date of appointment i.e. 12.04.2024.

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and

Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions
specified in the Act, Rules made there under and Listing Regulations.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or
order by any other competent authority. Both the Independent Directors are not liable to retire by rotation.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge,
as required.

A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Notice of Annual General
Meeting.

Mr. Suvrat Shah is appointed as a Chief Executive Officer (CEO) on 29.05.2024 w.e.f 01/06/2024. Mr. Vivek Motasha
resigned from the post of Chief Financial Officer on 29.05.2024 and Mr. Omprakash Inani is appointed as a Chief
Financial Officer (CFO) w.e.f. 01.06.2024.

The Key Managerial Personnel (KMP) of the Company as on 31.03.2025 are - Mr. Mahesh Shah- Managing Director, Mr.
Omprakash Inani- Chief Financial Officer (CFO) and Mrs. Deepti Parekh- Company Secretary and Compliance Officer
resigned from the post on 04.07.2025 and Ms. Sarita Khamwani is appointed as a Company Secretary and Compliance
Officer w.e.f. 04.08.2025.

Further Ms. Deepti Parekh - Company Secretary and Compliance Officer resigned w.e.f 04.07.2025 and based on
recommendation of the Nomination and Remuneration Committee to the Board, the Board appointed Ms. Sarita
Khamwani - Company Secretary and Compliance Officer w.e.f 04.08.2025. Further Nomination and Remuneration
Committee recommend the Board for reappointment of Mr. Mahesh Shah, as Managing Director for three years w.e.f
from 01.04.2026 to 31.03.2029 subject to the approval of the Shareholders.

14. DECLARATION FROM INDEPENDENT DIRECTORS

All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013
confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under
Regulation 26(3) of the Listing Regulations.

15. INDEPENDENT DIRECTORS MEETING

The Independent Directors of your Company met on 14^th February, 2025 without the attendance of Non-Independent
Directors and members of the management. As elaborated in the above para, the Independent Directors reviewed the
performance of all the Directors, the Committees of the Board and the Board as a whole along-with the performance of
the Chairman of the Company and assessed the quality, timelines of flow of information between the management and
the Board and other relevant parameters that is necessary for the Board to effectively and reasonably perform their
duties.

16. BUSINESS REVIEW

Your Company has not changed its nature of business during the year under review.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility
Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended 31^st March, 2025 the applicable
accounting standards/practices had been followed along with proper explanation relating to material departures;
if any.

b) 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 loss of the Company for that period;

c) 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;

d) The annual financial statements have been prepared on a going concern basis.

e) That the Directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

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

18. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There have been no material changes affecting the financial position of the Company, after the close of FY 2024-25 till
the date of this Report.

19. 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 or material orders passed by any regulator, tribunal or court that would impact the going concern
of the Company and its future operations.

20. DETAILS OF SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The Company has no subsidiaries/Joint venture/Associate Company incorporated or ceased in the year 2024-25.

21. DEMATERIALIZATION:

The Equity shares of the Company can be held in dematerialized form. We had informed MUFG Intime India Private
Limited, Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

Further as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide
Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities
(except in case of transmission or transposition of securities) shall not be processed from April 1, 2019, unless the
securities are held in the dematerialized form with the depositories. Therefore, shareholders are requested to take
action to dematerialize the Equity Shares of the Company to eliminate all the risks associated with physical shares,
promptly.

The International Securities Identification Number allocated to the Company is INE618A01011. The equity shares of
the Company are listed at BSE Limited (BSE).

22. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year,
such controls were tested and no reportable material weaknesses in the design or operation were observed.

23. STATUTORY AUDITORS

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Manek & Associates, Chartered
Accountants (Firm Registration No.: 0126679W) were appointed as the Statutory Auditors of the Company for the first
term of five years till the conclusion of 45^th Annual General Meeting (AGM) of your Company to be held in the year
2029. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are
eligible to hold office as Statutory Auditors of the Company. Statutory Auditors have provided their unmodified opinion
on the Standalone Financial Statements and their reports do not contain any qualifications, reservations, or adverse
remarks, or disclaimers. The Notes regarding the financial statements referred in the Auditor's Report are self¬
explanatory. The Auditor's Report is enclosed with the financial statements forming part of this Annual Report.

24. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

25. PREVENTION OF INSIDER TRADING

The Board of Directors has approved the policy of Code of Prevention of Insider Trading based on the SEBI (Prohibition
of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.rcvp.in. All the
Directors and designated employees who have access to the unpublished price sensitive information of the Company
are governed by this code. During the year under Report, there has been due compliance with the said code of conduct
for prevention of insider trading.

26. COST AUDITORS

In terms of the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the Company has maintained cost records for financial year 2024-25 in respect of its polymer's
products. However, in terms of the said Rules, the requirement of cost audit is not applicable to the Company for the
financial year 2024-25 as the turnover of the Company from these services is below the threshold limit prescribed in the
said Rules for cost audit.

27. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s.
Loya & Shariff, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for FY 24-25. The
Secretarial Audit Report for the year under review is provided as Annexure - C of this report. Further, pursuant to
amended Regulation 24A of SEBI Listing Regulations, and subject to approval from Shareholders, being sought at the
ensuing AGM, M/s. Loya & Shariff, Practicing Company Secretary (C. P. No. 14872; Peer reviewed certificate no.
5823/2024) has been appointed as a Secretarial Auditors to undertake the Secretarial Audit of the Company for the first
term of five (5) consecutive years from FY 2025-2026 till FY 2029-2030. Secretarial Auditors have confirmed that they
are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of the
Company. Explanation to Secretarial Auditors' Comments: In their report, the Secretarial Auditors have commented
about certain delays in the statutory compliances. The Company submits that the said delays were inadvertent and not
material in nature. The processes have been strengthened to ensure timely compliances in future.

28. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE Limited where the
Company's Shares are listed.

29. SHARE CAPITAL

The Authorized Share Capital of the Company has increased from Rs. 50,00,00,000 to Rs. 55,00,00,000 vide its Board
Meeting dated 31.03.2025 and EOGM dated 28.04.2025 and paid-up share capital is 3,65,88,462 equity shares of Rs.
10/- each.

The Board of Directors of the Company in the held on March, 26, 2025 had approved proposal for Preferential Issue,up
to 46,36,500 (Forty -Six Lakhs Thirty Six Thousand and Five Hundred) fully paid-up equity shares of the Company having
face value of INR 10/- (Indian Rupees Ten Only) at an issue price of INR 30/- (Indian Rupees Thirty Only) each , which is
not less than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations, aggregating up to
INR 13,90,95,000/- (Indian Rupees Thirteen Crores Ninety Lakhs and Ninety Five Thousand Only) to private investors
subject to receipt of requisite approvals . The Company had received "In-principal Approval" for the Proposed
Preferential Issue from BSE Limited ("BSE") under Regulation 28(1) of SEBI LODR Regulations vide their letter
dated June 04, 2025. As BSE Ltd has taken major time to give in principle approval, many of the proposed investors
have expressed their unwillingness to participate in the Proposed Preferential Issue including due to the market
conditions marked by uncertainties and volatility and passage of substantial time from the date of consideration by the
Board of Directors of the Company and approval by BSE Limited. In view thereof the Company could not continue
with proposed Preferential Issue and withdraw the same..

30. ANNUAL RETURN

The Annual Return as required under section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the Company's website at www.rcvp.in.

31. POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes and independence of a Director. The following
attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

• the candidate should possess the positive attributes such as leadership, entrepreneurship, industrialist, business
advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest
of the Company;

• the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies
Act, 2013;

• the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 in case of appointment as an independent director; and

• the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or
more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical
operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are
relevant for the Company's business.

32. BOARD OF DIRECTORS MEETING

This information has been furnished under Report on Corporate Governance, which is annexed.

33. COMMITTEES OF THE BOARD

The Board has following Committees formed:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

The details of the composition of committees, its roles and responsibility along with number of meetings held are given
in the Report of Corporate Governance.

34. AUDIT COMMITTEE

The Audit Committee of the Board has been constituted as per the Listing Regulations and Section 177 of the Companies
Act, 2013. Constitution, meetings, attendance and other details of the Audit Committee are given in corporate
governance which forms a part of this Report.

35. VIGIL MECHANISM

The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of
Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behavior,
actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against
the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit
Committee in exceptional cases. The Audit Committee reviews periodically the functioning of whistle blower
mechanism. No complaints have been received during the Financial Year ended March 31, 2025. No personnel have
been denied access to the Audit Committee during the Financial Year 2024-25.

The policy on Whistle Blower as approved by the Board of Directors is uploaded on Company's website i.e. www.rcvp.in.

36. RISK MANAGEMENT POLICY

The Company has laid down procedures to inform the members of the Board about the risk assessment and
minimization procedures and the same is reviewed by the Board periodically.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, to
provide protection to employees at the workplace. The Company has not received any complaints of sexual harassment
during the year as per Rule 8(5) (x) of the Companies Act, 2013.

38. CORPORATE GOVERNANCE

As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
complied with the requirements of Corporate Governance in all material aspects. A report on Corporate Governance
(Annexure 1) together with a certificate of its compliance from the Auditors of the Company, forms part of this report.

39. CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company.
The code also incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code
of conduct is posted on the Company's website www.rcvp.in. The Board members and senior management personnel
have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director has been given
in this Report.

40. PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent
directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the
various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution
to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business
performance and contribution to the enhancement of brand image of the Company.

The Board has carried out an evaluation of its own performance as well as that of the Committees of the Board and all
the Directors.

41. SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, the environment and health as the management responsibility. Regular employee
training programs are carried out in the manufacturing facility on safety and environment.

42. FAMILIARISATION PROGRAMME FOR DIRECTORS

A well-informed familiarized Board member can contribute significantly to effectively discharge its role of trusteeship
in a manner that fulfils stakeholders' aspirations and societal expectations. In pursuit of this, the Directors are updated
on a continuing basis on changes / developments in the domestic / global corporate and industry scenario including
those pertaining to statutes / legislations and economic environment, to enable them to take well informed and timely
decisions.

43. SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards.

44. SCHEME OF ARRANGEMENT

The Board of the Directors of the Company in its Board Meeting held on 04th January, 2022, has considered and
approved draft Scheme of Arrangement ("Scheme") in the nature of merger / amalgamation of Royal Spinwell and
Developers Private Limited, a group company with the Company (Royal Cushion Vinyl Products Limited), with effect
from the Appointed Date of October 1, 2021 under Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013. The Company received the NOC letter from BSE Ltd as required under Regulation 37 of SEBI,
LODR and company had filled the application in NCLT in Oct 2023. Pursuant to the order dated December 15, 2023 read
with the addendum order dated December 22, 2023 from Hon'ble National Company Law Tribunal, Mumbai Bench,
Mumbai ("NCLT"), the Company has called meeting of it's Shareholders and Unsecured Creditors on 12.02.2024. The
Company has filed second motion of application petition to NCLT alongwith all the documents on 12th April, 2024 and
next hearing is on 30th Sept, 2025. The coming into effect of the Scheme is subject to receipt of necessary statutory,
regulatory and contractual approvals, permissions, consents, sanctions, exemption as may be required under applicable
laws, regulations or guidelines in relation to the Scheme. Pending the coming into effect of the Scheme, these financial
statements are prepared without giving effect to the provisions of the Scheme and as such, these financial statements
are subject to revision / modification upon coming into effect of the Scheme.

The Board of Directors of the Company at its meeting held on Tuesday, August 13, 2024, has considered and approved
the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013
("Act") in the nature of merger / amalgamation of Natroyal Industries Private Limited ("NIPL" or "Transferor Company"),
a related party and an entity related to the promoter and promoter group of the Company, with Royal Cushion Vinyl
Products Limited ("RCVPL" or "Transferee Company") and their respective shareholders and creditors with effect from
the Appointed Date of April 01, 2024 ("Scheme"). The Board of Directors of the Company reconsidered the Scheme of
Arrangement based on observations received from BSE Ltd. The application was submitted to the BSE Ltd on 28.03.2025
.The Scheme is subject to the necessary statutory and regulatory approvals of (i) the shareholders and creditors of
RCVPL and NIPL and other parties to the Scheme, as may be directed by the Hon'ble National Company Law Tribunal
("NCLT"), (ii) the BSE Limited ("Stock Exchange" or "BSE") and (iii) any other contractual and regulatory approvals,
permissions, consents, sanctions, exemption as may be required under applicable laws, regulations, guidelines in
relation to the Scheme and as set out in the Scheme.

45. SALE OF LAND

The Company has sold part of its land situated at Garadhia, Taluka Savli, Vadodara for a consideration of Rs. 1.28 crores.

46. ANY APPLICATION/PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year under review.

47. MATERNITY BENEFIT ACT DECLARATION

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 during the
financial year. All eligible employees, if any, were provided maternity benefits as prescribed under the Act, and the
Company continues to ensure a supportive work environment for women employees during and after maternity.

48. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation, for the co-operation and support received from Financial
Institutions, Banks, Customers and other Government agencies. The Board also wishes to place on record its sincere
appreciation of the effort/ contribution made by employees at all levels for their hard work, dedication and commitment.
The Company's consistent growth was made possible by their hard work, solidarity, cooperation and support and looking
forward to their continued support in the future.

On Behalf of the Board of Directors
For Royal Cushion Vinyl Products Limited

Mahesh Shah

Place: Mumbai Managing Director

Date:29/08/2025 (DIN 00054351)