Your directors are pleased to present the Annual Report together with the Audited
Financial Statements and Auditors’ Report thereon for the year ended March 31, 2024.

1. FINANCIAL RESULTS:

The operating results of your Company for the Accounting Year ended on March 31,
2024 are as follows:

2. CONSOLIDATED FINANCIAL STATEMENTS:

Company doesn’t have any subsidiaries so there is no need to prepare consolidated
financial statement for the F. Y. 2023-24.

3. OPERATIONAL REVIEW:

The Company has reported a net profit of Rs. 509.47/- (In Lakhs) during the current
year. There has been no change in the nature of business of the Company. There are no
material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the
financial statements relate and the date of the report.

4. STATE OF AFFAIRS / HIGHLIGHTS

There has been no change in the business of the Company during the financial year
ended on March 31, 2024.

However, Company has converted from private limited to public limited vide special
resolution dated March 27, 2024 and approval of the same has been received from
Registrar of Companies, Maharashtra on June 14, 2024 pursuant to this name of the
Company was changed from Ravelcare Private Limited to Ravelcare Limited.

5. DIVIDEND:

In view of the planned business growth, your directors deem it proper to preserve the
resources of the Company for its activities and therefore, do not propose any dividend
for the Financial Year ended March 31, 2024.

6. WEB LINK OF ANNUAL RETURN:

The Company doesn’t have any functional website. Therefore, no need of publication of
Annual Return.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves. However, a net
profit of Rs. 509.47/ - (In Lakhs) has been transferred to Reserves & Surplus.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Your Company does not have any subsidiary, joint venture or associate company which
have become or ceased to be one during the year under review.

9. CAPITAL AND DEBT STRUCTURE:

During the period, under review, there were no changes in Share Capital Structure of
the Company.

Further the Authorised share capital of the company is Rs. 1,00,000/- (Rupees One
Lakh Only) divided into 10,000 (Ten Thousand) Equity shares of Rs. 10/- (Rupees Ten
Only) each and issued, subscribed and paid- up share capital of the Company is Rs.
50,000/- (Rupees Fifty Thousand Only) divided into 5,000 (Five Thousand) equity shares
of Rs. 10/- (Rupees Ten Only) each.

The Company has not issued any convertible securities / equity shares with differential
rights / sweat equity shares and has not provided any stock option scheme to its
employees.

Further your Company has not issued any debentures, bonds or any non-convertible
securities or warrants.

10. CREDIT RATING OF SECURITIES:

Since there was no need to get a rating of the securities of your Company, hence your
Company has not undertaken any credit rating from any credit rating agencies.

11. NUMBER OF BOARD MEETINGS:

The Board of Directors meet at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board businesses. However, in case of a
special and urgent business need, the Board’s approval is taken by passing resolution
by circulation, as permitted by law, which is confirmed at the next Board meeting.

The notice of Board meeting is given well in advance to all the Directors. The agenda is
circulated a week prior to the date of the meeting. The Agenda for the Board meetings
include detailed notes on the items to be discussed at the meeting to enable the
Directors to take an informed decision.

During the financial year ended March 31, 2024, the Board of Directors of your
Company met 6 (Six) times. The details of attendance of each Director at Board Meetings
held in the financial year are as under:

The Annual General Meeting of your Company was held on September 30, 2023.

During the year The Extraordinary General Meeting of your Company which was held
on March 27, 2024.

12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Anita Mahesh Varma was appointed as additional
Director w.e.f., March 22, 2024 and following appointments were made after closure of
the Financial Years 2023-24.

1. Mr. Sagar Doshi appointed as Chief Financial Officer w.e.f. June 07, 2024.

2. Ms. Pragya Lalwani appointed as Company Secretary w.e.f. June 07, 2024.

3. Mr. Bhuvan Kumar appointed as Additional Director (Independent) w.e.f. June
17, 2024.

4. Mr. Ajinkya Rajendra Jain appointed as Additional Director (Independent) w.e.f.
June 17, 2024.

Pursuant to Section 203 of Companies Act, 2013 and applicable rules made and
considering factors for the appointment of Key Managerial Personnel for the financial
year 2023-24, the Company was not required to appoint mandatorily Whole-time Key
Managerial Personnel on the Board.

During financial year 2023-24 status of your Company was unlisted private limited
company, therefore during that period it was not required to appoint independent
director under Section 149(4) of the Companies Act, 2013 and Rule 4 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

13. EMPOLYEE REMUNERATION:

As your Company does not fall within the class of companies as specified under Section
197(12) read along with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the said provisions are not applicable to Company.

14. PARTICULARS OF LOAN(S), GUARANTEE(S) AND INVESTMENT(S) UNDER
SECTION 186:

Your Company has complied with the provisions of section 186 of the Companies Act,
2013, further the details of loan, investment, guarantee and security provided, if any
are provided in notes to the financial statements.

15. PARTICULARS OF CONTRACT(S) OR ARRANGEMENT(S) WITH RELATED
PARTIES:

All related party transactions entered during the year were in the ordinary course of
business and at arm’s length basis. There are no transactions with the related parties
which could be considered as material in terms of section 188 of the Companies Act,
2013. Accordingly, the disclosure of the Related Party transactions required under the
section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Further details of Related party transactions as per AS-18 are given in notes to accounts
to the financial statements.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:

I. Conservation of Energy:

Your Company is taking all necessary steps to conserve the natural resources and
to adopt environmental friendly measures including steps in the direction to
promote green initiative.

II. Research & Development (R&D)

Specific R&D Activities: There is no research and development activity.

Benefits derived as a result of above R & D: N.A.

Future Plan of Action: NIL
Expenditure on R & D: NIL

III. Technology Absorption, Adaption and Innovation:

Efforts in brief made towards Technology Absorption etc.: NIL
Benefits derived as a result of above: N.A.

Technology Imported, year of import and has technology been fully absorbed. If
not fully absorbed, areas where this has not taken place, reasons thereof and
future plan of action: N.A.

IV. Foreign exchange earnings and outgo:

17. RISK MANAGEMENT POLICY:

The Company has developed a very comprehensive risk management policy and the
same is reviewed by the Management at periodical intervals, about the risk assessment
and minimization procedures adopted by the management. At the corporate level major
risks are reviewed by the Directors and directions in this regard are issued accordingly.
In the opinion of the Board, there are no such risks which would threaten the existence
of the Company.

18. DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the
Companies Act, 2013 during the period under review.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND POLICY:

In accordance with the provisions of section 135 of the Companies Act, 2013 and the
rules made thereunder your Company has constituted Corporate Social Responsibility

Committee of Directors and framed a CSR Policy. The role of the Committee is to review
CSR activities of the Company periodically and recommend to the Board amount of
expenditure to be spent on CSR annually. However, the Company was not required to
spend any amount as CSR during the year under review.

20. DIRECTOR RESPONSIBILITY STATEMENT:

Your directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards have
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 the 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; and

e) 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.

21. COST AUDITORS:

Company does not fall within the purview of Section 148 of the Companies Act, 2013
and hence there is no requirement for the Company to appoint Cost Auditor for the
financial year 2023-24.

22. INTERNAL AUDITORS:

Company does not fall within the purview of Section 138 of the Companies Act, 2013
and hence there was no requirement for the Company to appoint Internal Auditor for
the financial year 2023-24.

23. STATUTORY AUDITORS:

M/s. Ratan Chandak & Co., Chartered Accountants (Firm Registration No. 108696W)
were appointed as Statutory Auditors of the Company due to casual vacancy caused by
the resignation of M/s. Chirag Mehta & Associates (Firm Registration No. 126657W) at
the Extra-Ordinary General Meeting held on April 26, 2024, to hold office upto the
ensuing Annual General Meeting of the Company.

The Company has received confirmation from the Statutory Auditors viz. M/s. Ratan
Chandak & Co., Chartered Accountants (Firm Registration No. 108696W), that Auditors
are not disqualified to continue as the Statutory Auditors of the Company, hence the
board of directors have recommended to appoint them as Statutory Auditors for the
period 5 years.

The Report given by the Auditors on the financial statements of the Company forms part
of this Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.

24. BOARDS’ COMMENT ON THE AUDITOR’S REPORT:

The observations of the statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not call for any
further comment.

25. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR

As per Auditors’ report on financial statement there is no fraud u/s 143 (12).

26. DECLARATIONS AND CONFIRMATIONS:

? INTERNAL FINANCIAL CONTROL:

Your Company has maintained adequate internal financial control systems,
commensurate with the size, scale and complexity of its operations and
ensures compliance with various policies, practices and statutes in keeping
with the organization’s pace of growth and increasing complexity of operations.

? COMPLIANCE OF SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are
adequate and operating effectively.

? DECLARATIONS BY INDEPENDENT DIRECTORS:

As the Company does not fall within the class of companies as specified under
provisions of the Companies Act, 2013, the provisions of section 149(4) with
respect to Independent Directors does not apply.

? DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A
MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY’S
HOLDING OR SUBSIDIARY COMPANY:

As the Company does not fall within the class of companies as specified under
provisions of the Companies Act, 2013, the provisions of section 197(14) are
not applicable to the Company.

? EVALUATION OF BOARD OF DIRECTORS, COMMITTEES AND INDIVIDUAL
DIRECTOR:

As the Company does not fall within the class of companies as specified under
provisions of the Companies Act, 2013, the provisions which require such
evaluation to be done, are not applicable.

? COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION:

The Policy of the Company on Director's Appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub section (3)
of section 178 is not applicable to the company.

? VIGIL MECHANISM:

As the Company falls within the class of companies as specified under
provisions of the Companies Act, 2013 the Company has established a vigil
mechanism.

? SECRETARIAL AUDIT REPORT:

As the Company does not fall within the class of companies as specified under
provisions of the Companies Act, 2013, the provisions relating to Secretarial
Audit are not applicable to the Company.

? DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no instances during the period attracting the provisions of Rule 8
(5)(vii) of the Companies (Accounts) Rules, 2014, requiring the details of
significant and material orders passed by regulators or courts or tribunals
impacting the going concern status and Company’s operations in future.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its
employees. As per the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 a committee called Internal
Complaints Committee has been established to provide a mechanism to redress
grievances pertaining to sexual harassment at workplace and Gender Equality of
working women. There was no incident reported to this committee during the period
ended 31^st March, 2024.

28. ACKNOWLEDGMENT:

The Board of Directors wishes to express their deep sense of appreciation and gratitude
to all Employees, Bankers and Clients for their assistance, support and co-operation
extended by them. At the end the Directors, wish to sincerely thank all shareholders for
their continued support.

For and on behalf of the board of directors of
Ravelcare Limited

(Formerly Known as Ravelcare Private Limited)

Ayush Mahesh Varma Maheshkumar Ramchandra Varma

Managing Director Whole-Time Director

DIN: 08290637 DIN: 09756885

Date: July 10, 2024
Place: Mumbai