Your Directors have pleasure in presenting the 35^th Annual Report together with the
Audited Accounts of the Company for the year ended 31^st March, 2024 and the report of
the Directors theron.

Financial Results:

(Amount in Rs.)

Performance of the Company during the year under review:

During the year under review company did not carried on any business. The Directors of
the Company have been exploring various diversified opportunities and new business
areas to take up the company into new heights.

Future Outlook:

Overall performance of the industry is dull and the company is diversifying itself into
other business areas and to explore international markets.

Dividend:

The Board of Directors do not recommend any Dividend for the year 2023-24
considering the financial situation of the company.

Fixed deposits:

During the year under review, the Company has not accepted any fixed deposits and
there are no fixed deposits, which are pending repayment.

Subsidiary Companies:

Your Company does not have any subsidiary company during the year under review.
Company is not a subsidiary company of any Company.

Directors:

In accordance with the provisions of the Companies Act, 2013 and the Company's
Articles of Association, Mr. Jugalkishore Harikishan Maniyar, Director of the company
retires by rotation at this AGM being eligible, offer himself for re-appointment.

Pursuant to the provisions of Section 149, and the Companies (Appointment and
Qualifications of Directors) Rules, 2014, (including any statutory modifications or re¬
enactments thereof for the time being in force) and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), the company in general meeting has to confirm the appointment of the
Independent director within 3 months from the date of such appointment.

Board Meetings:

Six meetings of the Board of Directors were held during the year on 30^th May 2023, 26^th
June 2023, 08^th August 2023, 16^th August 2023, 10^th November 2023 and on 12^th
February 2024. For further details, please refer report on Corporate Governance of this
Annual Report.

Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed both
under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

The Company has devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which includes criteria for
performance evaluation of the non-executive directors and executive directors and a
process of evaluation was followed by the Board for its own performance and that of its
Committees and individual Directors.

The details of programs for familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters are put up on
the website of the Company.

Directors' Responsibility statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) shall
state that—

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

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

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

(d) The directors had prepared the annual accounts on a going concern basis;

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

Audit Committees, Nomination & Remuneration, CSR and Stakeholders Relationship
Committee:

There are 4 committee formed by the Company namely,

(i) Audit Committee

(ii) Nomination & Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Corporate Social Responsibility Committee

All the committees comprise of Ms. Sunita Maniyar, Ms. Aruna Menkudale & Mr.
Mayur Bhailal Bhanushali as the committee members.

Corporate Governance:

Even though the Company is outside the purview of compulsory compliance
requirements of Clause 27 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, it has complied with the requirements of the Code of Corporate
Governance as stipulated in clause 27 of the SEBI (LODR) Regulations, 2015. A Report on
Corporate Governance along with Certification by the Managing Director is attached to
this Directors' Report.

Auditors:

The term of office of the statutory auditors M/s. C V Paturkar & Co, Chartered
Accountants, will end up on the ensuing Annual General Meeting unless re-appointed at
the Annual General Meeting. The retiring Auditors being eligible for re-appointment
offers themselves for re-appointment and if re-appointed the their appointment will be
valid for a term of 5 years from the financial year 2024-25 to 2028-29 to hold the office
till the conclusion of the annual General Meeting for the financial year 2028-29. The
Auditor's Report for the financial year ended March 31, 2024 is annexed herewith and is
part of the Annual Report.

Secretarial Auditor:

Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014 the Board appointed Mr. Roy
Jacob, Practicing Company Secretary, to conduct Secretarial Audit for the financial year

2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is
form part of the Board Report and is annexed as Annexure-1.

Employee Relations:

The relations between the employees and management continued to be cordial during
the year.

Particulars of Employees and related disclosures:

No employee of the company is drawing remuneration in excess of the limits set out in
terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the
Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars as required under section 134(3) (m) of the Companies Act, 2013 read with
the companies (Accounts) Rules, 2014:

1. Conservation of Energy, Technology Absorption:

The particulars regarding the disclosure of the conservation of energy, technology
absorption, as required under Section 134(3) (m) of the Companies Act, 2013 read with
the companies (Accounts) Rules, 2014 are given below.

2. Energy Conservation Measures Taken:

The Company continues to accord high priority to conserve the energy. There is no
manufacturing activity is carrying on the company at present.

3. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of
new Export Market for products and Services and Export Plans:

The Company has not undertaken any export activities. The company is looking out
for Export Opportunities.

b) Total Foreign Exchange used and earned:

Used : Nil

Earned : Nil

Risk Management:

Risk Management Committee has been entrusted with the responsibility to assist the
Board in (a) Overseeing and approving the Company's enterprise wide risk management
framework; and (b) Overseeing that all the risks that the organization faces such as
strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory,
reputational and other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those risks. A Group Risk
Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties
that can impact its ability to achieve its strategic objectives. The Company's
management systems, organizational structures, processes, standards, code of conduct
and behaviors together form the Reliance Management System (RMS) that governs how
the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk
Management, Internal Controls Management and Assurance Frameworks and processes
to drive a common integrated view of risks, optimal risk mitigation responses and
efficient management of internal control and assurance activities. This integration is
enabled by all three being fully aligned across Group wide Risk Management, Internal
Control and Internal Audit methodologies and processes.

Comments of the Board of Directors on Qualifications on Auditors Reports: Auditors
Qualifications if any are self explanatory and does not require any comments

Board Comments on Secretarial Audit Qualifications:

The Secretarial Audit Qualifications are replied as follows:

1. Company does not have proper board process and compliance mechanism.

2. There is no record available regarding dispatch of notice for the AGM held on
21^st September, 2023.

The Company had dispatched the notice of the AGM to all its Shareholders.
Particulars of loans, guarantees or investments under section 186:

Company has not provided loans, investments and guarantees during the year.

Related Party Transaction under sub-section (1) of section 188:

During the year, the Company has not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions. The Policy on
materiality of related party transactions and dealing with related party transactions as
approved by the Board is provided in the company's web site.

Acknowledgments:

The Management is grateful to the Regulatory Authorities, Share holders, Company's
Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business
Associates for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active
involvement and dedication of the employees.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS_

The Company is in the business of manufacturing and trading textile products. During
the year under consideration company did not carried on business and is in the process
of diversification and identification of new business vertical and ventures. The key issues
of the Management Discussion and Analysis are given below.

The Indian Textile Industry is one of the Leading Textile Industries in the World. The
textiles and apparels sector is a major contributor to the Indian Economy in terms of
Gross Domestic Product (GDP), industrial production and the country's total export
earnings. India earns about 27 per cent of its total foreign exchange through textile
exports. Besides, the Indian Textile Industry contributes 16 per cent of the total
industrial production of the Country. This sector provides employment to over 37 million
people and it is expected that the textile industry will generate new jobs during the
ensuing years.

The industry is going through challenging business atmosphere since financial year 2013,
in tandem with the global meltdown ravaging economies. The collapse in consumer
sentiments, weak exports, noteworthy drop in discretionary spending in textiles /
apparels and down trading by the consumers put immense pressure on both the top-line
and the bottom-line of textile companies.

Business Outlook

The operation of the company was stalled for last few years. Presently the management
of the Company is exploring and identifying new business verticals to start with.

a. Segment wise performance

The business of the Company falls under a single segment.

b. Internal control system

Internal audit and other controls have been found to be adequate. These are
reviewed periodically by the Audit Committee and found the performance
satisfactory.

Risk Factors:

The Indian textile industry has inherent strengths in terms of rich legacy of textile
production, strong multi-fiber raw material base, large and expanding production
capacities, very low import intensity, vast pool of skilled workers and technical and
managerial personnel, flexible production systems, large and expanding domestic
market, dynamic and vibrant entrepreneurship, etc. However, these strengths have
been diluted to a great extent due to severe disadvantages suffered by the industry in
certain other areas affecting its productivity, quality and cost competitiveness. Such
factors are technological obsolescence, structural anomalies, poor productivity of labour
and machine, lopsided fiscal policies, multiplicity of taxes and levies, high cost of capital,
redundant and outdated controls/regulations, restrictive labour and industrial laws, lack
of aggressive marketing, poor perception of Indian products abroad, procedural
problems in exporting, poor infrastructure relating to transport, communication and
banking, high power tariff, etc.

Future Outlook:

Overall performance of the textile industry is dull and the company is diversifying itself
into other business areas and to explore international markets.

Internal control systems and their adequacy

The Managing Director / Whole Time Director certification provided in the report
discusses the adequacy of our internal control systems and procedures.

Human Resource Development

The most important asset of the company is its Human Resources.

Cautionary statements

Statements in the Management Discussion and Analysis describing the Company's
objectives, projections, estimates, expectation may be forward looking statements
within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those expressed or implied.

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 some of the best practices followed internationally on Corporate Governance, the
report containing the details of corporate governance systems and processes at HARI
GOVIND INTERNATIONAL LIMITED is as follows:

At HARI GOVIND INTERNATIONAL LIMITED, Corporate Governance is all about
maintaining a valuable relationship and trust with all stakeholders. At HARI GOVIND
INTERNATIONAL LIMITED, we consider stakeholders as partners in our success, and we
remain committed to maximizing stakeholder value, be it shareholders, employees,
suppliers, customers, investors, communities or policy makers. This approach to value
creation emanates from our belief that sound governance system, based on relationship
and trust, is integral to creating enduring value for all. We have a defined policy
framework for ethical conduct of businesses.

1. Company's Philosophy on Code of Corporate Governance:

The Company's philosophy on Corporate Governance is to achieve business excellence
and to meet the expectations of its customers, shareholders, employees, business
associates, and the society at large and in complying with the dictates of the regulatory
frame work. The Company is committed to transparency in all its dealings and places
high emphasis on business ethics. We believe that Corporate Governance is voluntary
and self-discipline code which means not only ensuring compliance with regulatory
requirements but also by being responsive to our stakeholders needs.

2. Ethics/Governance Policies:

At HGIL, we strive to conduct our business and strengthen our relationships in a manner
that is dignified, distinctive and responsible. We adhere to ethical standards to ensure
integrity, transparency, independence and accountability in dealing with all
stakeholders. Therefore, we have adopted various codes and policies to carry out our
duties in an ethical manner. Some of these codes and policies are:

• Code of Conduct

• Code of Conduct for Prohibition of Insider Trading

• Policy on Materiality of Related Party Transactions and on Dealing with Related
Party Transactions

• Policy for Selection of Directors and determining Directors Independence

• Remuneration Policy for Directors, Key Managerial

• Personnel and other Employees

• Policy for determining Material Subsidiaries

3. Code of Conduct:

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all
the employees and Non-executive Directors including Independent Directors. The Code
is applicable to Non-executive Directors including Independent Directors to such extent

as may be applicable to them depending on their roles and responsibilities. The Code
gives guidance and support needed for ethical conduct of business and compliance of
law. The Code reflects the values of the Company viz. - Customer Value, Ownership
Mind-set, Respect, Integrity, One Team and Excellence.

4. Board of Directors:

The Board of Directors comprises of executive and non-executive directors with rich
professional experience in various fields. The present strength of the Board of Directors
is 4 in number. The Board consists of Two independent Directors.

5. Board Meetings & Procedures

During the year, Six meetings of the Board of Directors were held on 30^th May 2023, 26^th
June 2023, 08^th August 2023, 16^th August 2023, 10^th November 2023 and on 12^th
February 2024.

The composition of Board of Directors, attendance at the Board Meetings during the
financial year and attendance at the last Annual General Meeting, number of outside
Directorship, Chairman/Membership of Committees is as under:

6. Appointment/Reappointment:

Pursuant to Section 156 (6) of the Companies Act, 2013 Mr. Jugalkishore Harikishan
Maniyar who retires by rotation and being eligible offers herself for re-appointment. The
Board of Directors of the Company in its meeting held on 12^th August 2024 approved the
proposal for her re-appointment as a Director liable to retire by rotation.

7. Independent Directors:

Lead Independent Director

The Company's Board of Directors has designated no one as the Lead Independent
Director. The Lead Independent Director's role is as follows:

• To preside over all meetings of Independent Directors

• To ensure there is an adequate and timely flow of information to Independent
Directors

• To liaise between the Chairman and Managing Director, the Management and
the Independent Directors

• To preside over meetings of the Board and Shareholders when the Chairman and
Managing Director is not present, or where he is an interested party

• To perform such other duties as may be delegated to the Lead Independent
Director by the Board/ Independent Directors

Meetings of Independent Directors

The Company's Independent Directors meet at least once in every financial year without
the presence of Executive Directors or management personnel. Such meetings are
conducted informally to enable Independent Directors to discuss matters pertaining to
the Company's affairs and put forth their views to the Lead Independent Director.

The Lead Independent Director takes appropriate steps to present Independent
Directors' views to the Chairman and Managing Director.

One meeting of Independent Directors was held during the year.

8. Audit Committee:

Terms of reference:

The Audit Committee has been constituted pursuant to Section 177 of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Primary object of Audit Committee of the company is to monitor and provide
effective supervision of the management's financial reporting process with a view to
ensure accurate, timely and proper disclosures and transparency, integrity and quality of
financial reporting.

Composition:

The Audit Committee comprises of 3 members. All the members of the Committee are
financially literate. During the year, the Committee has been re-constituted and there
was a change in the members of the committee. The Committee met 4 times during the
year and the gap between any 2 meetings was less than 4 months.

Attendance at the Audit Committee Meeting:

9. Stakeholders' Relationship Committee:

Constitution and attendance:

The committee comprises of Mrs. Sunita Maniyar, Mr. Mayur Bhailal Bhanushali and
Mrs. Aruna Menkudale.

Attendance at the Shareholders' Relationship Committee Meeting:

• During the year, the Company received No complaints on various matters. The
Company has attended the same and complaints pending unresolved at the end of
the financial year were NIL.

Terms of reference:

The Shareholders' Relationship Committee focuses on shareholders' grievances and
strengthening of investor relations, specifically looking into redressal of grievances
pertaining to Transfer and transmission of shares, Non-receipt of balance sheet, Non¬
receipt of declared dividend and other related issues

Prohibition of Insider Trading:

With a view to regulate trading in securities by the directors and designated employees,
the Company has adopted a Code of Conduct for Prohibition of Insider Trading.

10. Nomination and Remuneration Committee:

Constitution and attendance:

The Board constituted a Nomination and Remuneration Committee comprising of Mrs.
Sunita Maniyar, Mr. Mayur Bhailal Bhanushali and Mrs. Aruna Menkudale.

Attendance at the Remuneration / Compensation Committee Meeting:

There was 1 meeting held during the year under consideration.

Terms of reference:

The terms of reference of the Remuneration Committee are as per the guidelines set out
in the Listing Agreement with the stock exchanges that include determination of the
Company's policy on specific remuneration packages for Directors.

Remuneration Policy:

The remuneration of the Executive Directors is recommended by the Remuneration
committee, based on criteria such as industry benchmarks, the Company's performance
vis-a-vis the industry and responsibilities shouldered. The Company pays remuneration
by way of salary and perquisites to its Executive Directors.

The Directors are not paid any remuneration except sitting fees. Further the company
has not entered into any pecuniary relationship or transactions with the Non-executive
directors.

11. General Body Meetings:

(i) Details of Annual General Meetings during the last three years

(ii) Special Resolution Passed in the last three Annual General Meetings: Company has not
passed special Resolutions during the last Annual General Meetings.

(iii) Special Resolution passed through Postal ballot last year: NIL

12. Disclosures:

i. There were no transactions of material nature with its Promoters, Directors or the
Management, or their relatives during the period that may have potential conflict
with the interest of the company at large.

ii. There were no transactions with the related parties under AS-18 issued by the
Institute of Chartered Accountants of India.

iii. The Board has adopted a Code of Conduct including for its Directors and Senior
Management. This is available on the Company's web-site.

iv. The Directors of the Company have submitted before the Board a declaration of
compliance with the Code of Conduct by the Directors during the financial year
ended March 31, 2024.

v. The Company follows the Accounting Standards issued by the Institute of Chartered
Accountants of India and in the preparation of the financial statement; the Company
has not adopted a treatment different from that prescribed by any Accounting
Standard.

vi. Risk assessment and minimization procedures are periodically reviewed by the Risk
Management Committee, Audit Committee and the Board of Directors of the
Company.

vii. The Whole Time Director has submitted a certificate to the Board of Directors in
Compliance of Clause 49 (V) of the Listing Agreement with the Stock Exchanges.

viii. The Company has complied with all mandatory requirements SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015. The adoption of non¬
mandatory requirements has been dealt with in this Report.

ix. The Company has adopted the Risk Management Policy of the Company and the
same is available on the Company's website.

x. The Company has adopted the Whistle Blower Policy and the same is available in the
company's website.

xi. The Company has adopted policy in handling Unpublished Price Sensitive
Information and the same is available in the company's website.

13. Means of Communication:

Quarterly un-audited financial results are published in the website of Stock Exchange,.

The half yearly report is not sent separately to the Shareholders. Annual Reports sent to
the shareholders at their registered address with the company and also put up on
Company's web site.

The quarterly results, shareholding pattern and other mandatory information are
available at the website of Bombay Stock Exchange (www.bseindia.com).

14. General Shareholders' Information:

Annual General Meeting

Date : 10^th September, 2024
Time : 2:00 P.M

Venue : 125, Wardhman Nagar Nr. Radha Krishna Mandir,

Nagpur 440008 India

Listing on Stock Exchanges : Bombay Stock Exchange Ltd (BSE)

Payment of Annual Listing fees : Listing fees for the financial year 2023-24

has been paid to the Stock Exchanges BSE

Demat ISIN for NSDL & CDSL : INE167F01018

Stock performance vs. BSE:

Market Price Data during the year ended 31.03.2024: There were no trading taken place
in the Company's Scrip during the year.

Registrars & Transfer Agents: Satellite Corporate Services Pvt. Ltd.

A/106-107, Dattani Plaza, East West Indl.Compound,
Andheri Kurla Road, Safed Pool,

Sakinaka, Mumbai-400072

Share Transfer System

• Securities lodged for transfer at the Registrar's Office are normally processed within
15 days from the date of lodgment, if the documents are clear in all respects. All
requests for dematerialization of securities are processed and the confirmation is
given to the depositories within 15 days. The Compliance Officer is empowered to
approve transfer of shares and other investor related matters. Grievances received
from investors and other miscellaneous correspondence on change of address,
mandates, etc are processed by the Registrars within 30 days

• Pursuant to Clause 55A of the SEBI (LODR) Regulations, 2015 with the Stock
Exchanges, certificates, on half-yearly basis, have been issued by a Company
Secretary-in-Practice for due compliance of share transfer formalities by the
Company. Pursuant to Securities and Exchange Board of India (Depositories and
Participants) Regulations, 1996, certificates have also been received from a Company
Secretary-in-Practice for timely dematerialization of the shares of the Company and
for conducting a Secretarial Audit on a quarterly basis for reconciliation of the Share
Capital of the Company.

DECLARATION

In accordance with Clauses of the SEBI (Listing and Disclosure Requirements)
Regulations, 2015 with the Stock exchanges, I hereby confirm that, all the Board
Members and Senior Management personnel of the Company have affirmed compliance
with the Code of Conduct and Ethics during the financial year ended March 31.03.2024.

By order of the Board of Directors
For Hari Govind International Ltd,

Place: Nagpur

Date: 13/08/2024 _S/d ^S/d

Sunita Maniar Jugal Kishore Maniyar

Director Wholetime Director

DIN:01796143 DIN:00094237