Ram Ratna Wires Ltd

Dear Members,

Your Directors are pleased to present the 33^rd Annual Report along with the revised audited financial statements (Standalone and Consolidated) of Ram Ratna Wires Limited (the "Company") for the financial year ended March 31, 2025.

The key highlights of financial performance of the CompanyonStandaloneandConsolidatedbasisforthefinancialyear ended

March 31, 2025 as compared to the previous financial year are summarised below:

During the financial year 2024-25, your Company achieved a growth of 22.42% in revenue from operations on standalone basis, with the revenue increasing from 2,95,917.72 Lakhs (FY 2023-24) to 3,62,267.94 Lakhs (FY 2024-25) and on consolidated basis achieved growth of 23.24%, with the revenue increasing from 2,98,334.49 Lakhs (FY 2023-24) to 3,67,674.93 Lakhs (FY 2024-25). Earnings before interest, taxes, depreciation and amortization (including other income) on standalone basis for the current year is 16,969.04 Lakhs as against 13,732.28 Lakhs in the previous year thereby registering a growth of 23.57% and on consolidated basis is 17,409.53 Lakhs as against 13,398.56 Lakhs in the previous year, registering a growth of 29.94%. The detailed operational and financial performance of the Company are elaborated in the Management Discussion and Analysis Report forming part of this Annual Report.

The Board of Directors are pleased to recommend a dividend of 2.50 per equity share (previous year 2.50) on face value of 5/- each (i.e. 50%) for the financial year ended March 31, 2025. The record date for the purpose of payment of dividend is August 18, 2025. The dividend, if approved by the Members at the ensuing Annual General Meeting ("AGM"), will be paid to the Members within the period stipulated under the

Companies Act, 2013 ("the Act"). The distribution of dividend would involve a cash outflow of about 1,165.66 Lakhs Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961 and accordingly payment of dividend will be made after deduction of TDS as applicable.

The Dividend Distribution Policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on website of the Company and can be accessed at https://.rrshramik.com/investor/corporate-governance/

The Board of Directors does not propose to transfer any amount to the reserves for the financial year ended March 31, 2025.

During the year under review, there was no change in the Authorized Share Capital of the Company. The Authorized Share Capital of the Company as on March 31, 2025 stood at 25,00,00,000 (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of 5/- (Rupees Five only) each.

The issued, subscribed and paid-up capital of the Company increased from 22,00,00,000 (Rupees Twenty-Two Crores only) divided into 4,40,00,000 (Four Crores Forty Lakhs) Equity Shares of 5/- (Rupees Five only) each to 22,02,10,000 (Rupees Twenty-Two Crores Two Lakh Ten Thousand only) divided into 4,40,42,000 (Four Crores Forty Lakhs and Forty Two Thousand) Equity Shares of 5/- (Rupees Five only), during the year under review, pursuant to allotment made by the Company upon exercise of options by employees under the RRWL Employee Stock Option Plan 2023.

The Company's equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The Board, at its meeting held on June 13, 2024 approved the revised Scheme of Merger of its material subsidiary,

. Global Copper Private Limited ("Transferor Company") with and into the Company and their respective shareholders. Pursuant to the changes suggested by SEBI in the Scheme with regards to the public e-Voting requirement and the request of BSE Limited, the Companyhadfileda fresh application with the Stock Exchanges and SEBI. After receipt of NOC's from Stock Exchanges the Company submitted the same to the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") for approval. The NCLT vide its order dated May 29, 2025, has accorded its approval to the Scheme under section 230 to 232 and other applicable provisions of the Act read with the relevant Rules framed thereunder. The copy of the said order has been filed with the Registrar of Companies, Mumbai on June 23, 2025. The appointed date of the Scheme is April 1, 2024.

Upon the scheme coming into the effect the Company shall without any further application, act, instrument or deed, issue and allot 6 (Six) fully paid equity shares of 5/- (Rupees Five only) each for every 1 (One) fully paid equity share of 10/- (Rupees Ten only) each held by the shareholders (excluding the Transferee Company) in the Transferor Company, whose names appear in the register of members of the Transferor Company on the Record

Date i.e. June 25, 2025. As part of the Scheme, the shares held by the Company in the Transferor Company shall stand cancelled. ii) Change in status of Epavo Electricals Private Limited from Joint Venture Subsidiary Company to Joint Venture

During the year under review, pursuant to the execution of the Deed of Amendment to the Joint Venture Agreement on September 30, 2024 and consequent changes in the shareholding structure, the stake of the Company in Epavo Electricals Private Limited ("Epavo") has been reduced from 74% to 50%. Accordingly, Epavo, ceased to be a subsidiary of the Company and continuing as a joint venture company only.

During the year under review, the Board of Directors of the Company, at its meeting held on October 14, 2024, approved the acquisition of 60% of the paid-up share capital of Tefabo Product Private Limited ("Tefabo"), based on the recommendation of the Audit Committee. Subsequently, the Company executed a Share Purchase Agreement ("SPA") and a Shareholders' Agreement

("SHA") on November 07, 2024, to give effect to the said acquisition. Pursuant to the execution of these agreements, Tefabo Product Private Limited became a subsidiary of the Company.

Further the Board of Directors at its meeting held on May

29, 2025 have approved an additional acquisition of 4% stake in Tefabo thereby increasing the stake of Company from 60% to 64% of the paid-up share capital of Tefabo. iv) Setting up of new manufacturing facility / plant at

The Company is in the process of setting up a new manufacturing facility / plant at Salarpur Industrial Area, Bhiwadi, Distt-Alwar, Rajasthan. The Board of Directors of the Company at its meeting held on August 2, 2024, approved an enhancement in the expected amount of investment at Bhiwadi plant from 200 Crores to 700 Crores, over a period of 3 (three) years.

During the year 2024-25, the construction phase continued and in the current fiscal year i.e. 2025-26, the unit has commenced the manufacturing of products. The new plant will help the Company to increase its product range and will add value to its current business operations.

During the year under review, the Company has been assigned credit rating of CARE A-; Stable (previous IND BBB+) for its long-term bank facilities and CARE A2+ (previous IND A2) for its short-term bank facilities by CARE Ratings Limited. The upgradation in ratings indicates the Company's discipline for its prudent financial management and its ability regarding . timelyservicingoffinancial obligations

The Management Discussion and Analysis Report on the operations of the Company, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

The Business Responsibility and Sustainability Report (BRSR) pursuant to the Regulation 34 (2) (f) of the Listing Regulations has been prepared on a voluntary basis by the Company for the financial year 2024-25, which forms a part of this Annual Report.

As on March 31, 2025, your Company has one subsidiary company, Tefabo Product Private Limited ("Tefabo"), having registered office in Bangalore and two joint venture companies, Epavo Electricals Private Limited, having registeredofficein Maharashtra and RR-Imperial Electricals Limited, based in Bangladesh.

During the year under review, Epavo Electricals Private Limited ceased to be a subsidiary of the Company and continued as a joint venture. Further Tefabo became a subsidiary of the Company. The details of same are mentioned in section "Key Business Developments during the year under review"above. During the year, the Board of Directors reviewed the affairs of the joint ventures and subsidiary. Pursuant to the provisions of Section 129(3) of the Act and other applicable provisions of the Act read with the rules issued thereunder and the

Listing Regulations, the revised Consolidated Financial

Statements of the Company have been prepared in the same form and manner as mandated by Schedule III to the Act and are in accordance with the applicable Ind AS. Further in accordance with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of its subsidiary and joint venture companies in Form AOC-1, forms part of the said revised Consolidated Financial Statements. The said form also highlights the financial performance of the subsidiary and joint venture Companies included in the revised consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

The revised Consolidated Financial Statements together with the Auditor's report forms part of this Annual Report. Further, in accordance with Section 136 of the Act, the revised Audited Financial Statements, including the revised Consolidated

Financial Statements and related information of the Company and separate Audited Financial Statements in respect of its subsidiaries are available on Company's website at .rrshramik.com.

Pursuant to the Listing Regulations, the Company has formulated a policy for determining its material subsidiaries.

The said policy is available on the website of the Company at https://.rrshramik.com/investor/corporate-governance/.

There have been no material changes and commitments fin position of the Company occurring affecting the between the financial year ended March 31, 2025, to which the financial statements relate and the date of this report.

Further there has been no change in the nature of business of the Company.

The Board of Directors of your Company comprises of eminent people with rich experience and leadership qualities degree of along with strong financial acumen and significant commitment towards the Company. As on March 31, 2025, your Company's Board had 8 (Eight) Members. The details of composition of Board of Directors, its Committees and other details are described in "Report on Corporate Governance", forming part of this Annual Report.

Pursuant to the applicable provisions of the Act, read with the rules made thereunder and the Articles of Association of the Company, Shri Hemant Mahendrakumar Kabra (DIN: 01812586), Joint Managing Director, will retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board recommends his re-appointment. The Managing Director (excluding the (5) years from June Joint Managing Director) and Independent Directors of the Company are not liable to retire by rotation.

During the year under review, based on the recommendations of the Nomination and Remuneration Committee and approval of the Board of Directors and Shareholders, the following appointments were made:

• Shri Ashok Kumar Goel (DIN: 00025350) appointed as an Additional Non-Executive Independent Director of the Company for a period of five (5) years from August 03, 2024 to August 02, 2029. The shareholders of the

Company approved the appointment of Shri Goel as an Independent Director of the Company at the AGM held on September 03, 2024. Shri Goel is registered in the data bank maintained by the Indian Institute of Corporate

Affairs ("IICA") and is exempted from appearing the proficiency test conducted by IICA and confirms to the criteria of independence prescribed under the Act and the

Listing Regulations.

• Shri Hitesh Laxmichand Vaghela (DIN: 00030133), appointed as an Additional Non-Executive Director of the Company with effect from August 03, 2024 and the shareholders of the Company approved the appointment of Shri Vaghela as a Non-Executive Director of the Company at the AGM held on September 03, 2024.

Further the Board of Directors based on the recommendations of the Nomination and Remuneration Committee and Audit

Committee at their meetings held on May 29, 2025 and June 23, 2025 have approved below changes:

• Shri Hemant Mahendrakumar Kabra (DIN: 01812586) stepped down from the position of President and Chief

Financial Officer (Executive Director) of the Company w.e.f. close of business hours of May 31, 2025 and has been appointed as Joint Managing Director of the

Company for a period of five (5) years w.e.f. June 01, 2025 subject to approval of the Members of the Company.

• Shri Rajeev Maheshwari has been appointed as Chief

Financial Officer ("CFO") of the Company w.e.f. June 01, 2025.

• Shri Sumeet Mahendrakumar Kabra (DIN: 01751282) has been appointed as an Additional Director of the Company w.e.f. June 01, 2025 to hold office up to date of the ensuing AGM and thereafter, subject to approval of the Members of the Company, as a Whole Time Director of the Company designated as an "Executive Director" for a term of five years with effect from June 01, 2025.

• Shri Sanjay Agarwal (DIN: 10318163) appointed as an Additional Non-Executive Independent Director of the 01, 2025 Company for a period of five subject to approval of the Members of the Company. Shri

Agarwal is registered in the data bank maintained by the Indian Institute of Corporate Affairs ("IICA") and is exempted from appearing the proficiency test conducted by IICA and confirms prescribed under the Act and the Listing Regulations.

• Shri Hitesh Laxmichand Vaghela (DIN: 00030133), a Non-Executive Director of the Company has been appointed as Whole-Time Director, designated as an Executive Director of the Company, for a period of five (5) years commencing from June 23, 2025, to June 22, 2030, subject to the approval of the Members of the Company.

The Company has received necessary declarations from all the

Independent Directors confirmingthat they meet the criteria of independence as laid down in Section 149(6) of the Act, along with the Schedule and Rules made thereunder and Regulation

16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, they have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and they have registered themselves with the Independent

Directors' database maintained by the Indian Institute of

Corporate Affairs (IICA). There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further a certificate of Non-disqualification of Directors pursuant to the Listing Regulations is attached and forms a part of this Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission (given to Non-Executive Independent Directors) and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company and dividend, as applicable.

Pursuant to Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company: i) Shri Mahendrakumar Rameshwarlal Kabra, Managing

Director ii) Shri Hemant Mahendrakumar Kabra, Joint Managing

Director iii) Shri Rajeev Maheshwari, Chief Financial Officer iv) Shri Saurabh Gupta, AGM - Company Secretary During the year under review, i.e. 2024-25, there have been no changes in the Key Managerial Personnel of the Company. Post March 31, 2025, Shri Hemant Mahendrakumar Kabra stepped down from the position of President and Chief

Financial Officer (Executive Director) of the Company w.e.f. close of business hours of May 31, 2025 and has been appointed as Joint Managing Director of the Company and Shri Rajeev Maheshwari has been appointed as new Chief

Financial Officer (CFO) of the Company w.e.f June 01, 2025.

Meetings of the Board and its Committees are held at regular intervals to discuss and decide on the various business policies, strategies, financial matters and other businesses. The Board of Directors held Seven (7) meetings during the financial year under review. The particulars of the meetings of the Board and its Committees held during the year under review and the attendance of each Director / Member are stated in the Corporate Governance Report, which forms part of this Annual Report.

The intervening gap between any two Board meetings did not exceed 120 days, as prescribed by the Act and the Listing Regulations.

As required under the Act and the Listing Regulations, your Company has constituted Four (4) Statutory Committees: Audit Committee, Nomination and Remuneration Committee,

Corporate Social Responsibility Committee and Stakeholders

Relationship Committee.

The details relating to the composition of the Committees, including its terms of reference, powers, details of meetings held during the year and attendance of Members etc. of relevant Committees are provided in the Corporate Governance

Report, forming part of this Annual Report and it is in line with the provisions of the Act and the Listing Regulations. Further, the Board has accepted all the recommendations made by the Committees during the year.

Pursuant to the requirements of the Listing Regulations, all the

Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and further the Company has put in place framework for a structured induction and familiarization programmes for all its

Directors, including the Independent Directors on an ongoing basis to familiarize them with the business and operations of the Company, new initiatives, regulatory updates, nature of the industry in which the Company operates, their roles, rights, duties and responsibilities vis-a-vis the Company, etc.

Periodic presentations are made at the Board meetings on business and performance updates of the Company including

Finance, Marketing, Human Resource, developments in Information Technology, adoption of new technologies, an overview of business operations of subsidiary, etc by the respective Functional Heads.

The details of the familiarization programmes are provided in the Corporate Governance Report forming part of this Annual

Report.

Pursuant to applicable provisions of the Act and the Listing

Regulations, a framework is formulated containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements with the aim to improve the effectiveness of the Board and the Committees.

The annual performance evaluation of the Board, its

Committees and each Director including the Chairman has been carried out for the financial year 2024-25 accordance with the framework. The Independent Directors at their separate meeting reviewed the performance of: Non-Independent Directors, the Board as a whole and the

Chairman of the Company after taking into account the inputs from Executive Directors and Non-Executive Directors. The Directors also discussed the quality, quantity and timeliness management offlow and the Board that is necessary for the Board to effectively and reasonably perform the duties.

The details of the evaluation process of the Board, its Committees and of Individual Directors, including Independent

Directors have been provided under the Corporate Governance

Report which forms part of this Report.

On the recommendation of the Nomination and Remuneration Committee, the Board has formulated and adopted a comprehensive Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management. The policy is in accordance with Section 178 of the Act, read with the Rules made thereunder and Regulation 19 of the Listing Regulations and the same is available on the website of the Company at https://.rrshramik.com/investor/corporate-governance/.

The appointment and remuneration of Directors are recommended by the Nomination and Remuneration

Committee (NRC) based on the framework and policy laid down which sets out the guiding principles. The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings and the Independent Directors are entitled to commission as recommended by the NRC and approved by the Board along with sitting fees for attending the Board and Committee meetings. The relevant information has been disclosed in the

Corporate Governance Report which forms part of this Annual

Report.

Except the sitting fees for attending the Board and Committee meetings of the subsidiary company, neither the Managing Director, nor the Executive Director has received any remuneration or commission from any of the subsidiary companies. Further, the Company doesn't have any holding company.

The Employee Stock Option Scheme of the Company titled RRWL Employee Stock Option Plan 2023" ("the plan / ESOP Scheme") was implemented in the financial year 2023-24. During the financial year 2024-25, there had been no change in the ESOP Scheme of the Company and the same is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘the SBEB Regulations'). The disclosure under Regulation 14 of the SBEB Regulations is available on Company's website and can be accessed at https://.rrshramik.com/investor/annual-reports/. Further, pursuant to Regulation 13 of the SBEB Regulations, a certificate Auditors of the Company, stating that the ESOP Scheme has been implemented in accordance with the SBEB

Regulations and in accordance with the resolutions passed at the general meeting of the Company, shall be placed before the Members at the ensuing AGM and is available on the website of the Company at https://.rrshramik.com/investor/annual-reports/.

Pursuant to the provisions under Section 134 of the Act, with respect to Directors' Responsibility Statement, the Board of Directors, to the best of their knowledge and ability,confirm that: a) in the preparation of the revised annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same; b) they have selected such accounting policies and applied them consistently and made judgements 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

March 31, 2025 and of the profit of the Company for the year ended on that date; c) they have 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) they have prepared the revised annual accounts for the financial year ended March 31, 2025 on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance is the system of rules, practices and processes through which the objectives of a corporate entity are set and pursued in the context of the social, regulatory and market environment. It essentially involves balancing the interests of various stakeholders, such as Shareholders, Management, Customers, Suppliers, Bankers, Government and the Community. Fundamentals of Corporate Governance includes transparency, accountability and independence.

The Company is committed to maintain high standards of good corporate governance practices and adheres to the

Corporate Governance requirements stipulated under the Listing Regulations. Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the Annual Report contains a separate section on Company's Corporate

Governance practices, together with a certificate from the Independent Secretarial Auditor, confirming its compliance with corporate governance norms stipulated in the Listing

Regulations annexed to the Corporate Governance Report.

The Company's equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the Stock Exchanges for the financial year 2025-26. The shares of the Company are actively traded on BSE as well as NSE and have not been suspended from trading.

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, the annual return in Form MGT-7 as on March 31, 2025 is available on the website of the Company at https://.rrshramik.com/investor/annual-reports.

Your Company has adopted a Whistle Blower Policy approved by the Board of Directors and has established the necessary vigil mechanism to ensure that the activities of the Company and its employees are conducted with a highest standards of ethical, moral, fair, legal and transparent manner in compliance with the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations.

The purpose of the policy is to provide a formal mechanism to enable Directors, employees and business associates to raise genuine concerns regarding unacceptable or improper practices and / or any unethical practices in the organization without the knowledge of the management. The policy also provides protection to those who avail the mechanism and also provides direct access to the Chairman of the Audit

Committee. The policy is available on the Company's website at https://.rrshramik.com/investor/corporate-governance/. During the year under review, your Company has not received any complaints under the vigil mechanism.

Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefitthe society at large in alignment with the interest of its stakeholders. Your Company has in place Corporate Social Responsibility (CSR)

Committee in compliance with the provisions of Section

135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Details of the composition of the CSR Committee have been disclosed separately as part of the Corporate Governance Report, which is a part of this Annual Report. The CSR committee of the Company inter alia gives strategic directions to the CSR initiatives, formulates and reviews annual CSR plan(s) and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities. The Company is undertaking various CSR programs and initiatives to improve the quality of life for all communities through integrated and sustainable development in every possible way at various locations across India. The brief outline of the CSR policy of the Company along with the initiatives undertaken by the

Company on Corporate Social Responsibility (CSR) activities, in accordance with Schedule VII of the Act, during the financial year 2024-25 are annexed as Annexure-I of this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The CSR Policy of the Company is available at https:// .rrshramik.com/investor/corporate-governance/.

Your Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company through its risk management framework periodically assesses the risks that impact the medium and long term objectives of the Company in the internal and external environment and aim to contain the risk within its risk appetite.

The Company has a robust structure for managing and reporting on risks and capitalize on opportunities. Mitigation plans are prepared for significant risks and are reviewed and monitored by Management team on a continuous basis.

Your Company's Audit Committee monitors, reviews the risk mitigation plan and ensures its effectiveness and has additional oversight in the area of financial risks and controls. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the

Company.

M/s. Bhagwagar Dalal & Doshi, Chartered Accountants (Firm Registration No. 128093W), were appointed as the Statutory Auditors of the Company by the Board of

Directors at their meeting held on May 23, 2022 on the recommendations of the Audit Committee. The Members of the Company at the 30th AGM held on September 21, 2022, approved their re-appointment for a second term of 5 (five) consecutive years i.e. from the conclusion of the 30^th AGM till the conclusion of the 35^th AGM of the Company to be held in the year 2027. Further, they have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder. As required under the Listing Regulations, the Statutory Auditors have also confirmed that they hold a valid certificate by the Peer Review Board of the Institute of Chartered

Accountants of India.

The Audit Reports of M/s. Bhagwagar Dalal & Doshi, Chartered Accountants on the revised Standalone &

Consolidated Financial Statements of the Company for the Financial Year 2024-25 are a part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the revised Standalone &

Consolidated Financial Statements and their Reports of remuneration do not contain any qualifications, reservations, adverse remarks or disclaimer.

M/s. Khanna & Co., Practicing Company Secretaries (Firm's Unique Identification No. P2014MH032900), were appointed by the Board of Directors of the Company on the recommendations of the Audit Committee, as the

Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2024-25, pursuant to Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as Annexure-II to this report and it does not contain any qualifications, reservations, adverse remarks or disclaimer.

Further, pursuant to the Listing Regulations, the Board of Directors, on the recommendations of the Audit Committee, hereby recommends the appointment of M/s.

Khanna & Co., Practicing Company Secretaries (Firm's Unique Identification No. P2014MH032900), subject to approval from the Members of the Company at the ensuing

AGM, to conduct the secretarial audit of the Company for one term of five consecutive years, commencing from April 01, 2025toMarch31,2030. The firmhas confirmed their eligibility for the said appointment as per the Listing

Regulations and have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Company Secretaries of India.

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, M/s. Poddar & Co., Cost Accountants (Firm Registration No. 101734) have been re-appointed by the Board of Directors based on the recommendation received from the Audit Committee, to conduct Cost Audit of the Company for the financial year ending March 31, 2026. M/s. Poddar & Co. have confirmed that their appointment is within the limits prescribed under the Act and that they are not disqualified from being appointed within the meaning of the said Act and have issued their consent for the same. Pursuant to the provisions of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification of the remuneration payable to M/s. Poddar & Co. for the financial year 2025-26. The remuneration of Cost

Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. The the requisite resolution for ratification

Cost Auditors by Members of the Company has been set out in the Notice of ensuing AGM.

Pursuant to the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions of the Act, as amended from time to time, the maintenance of cost records is applicable to the Company and accordingly such accounts and records are duly made and maintained by the Company and the cost audit for the financial year 2024-25 is in process. Upon completion of the audit, necessary forms and returns will be filed Ministry of Corporate Affairs in this regard.

None of the auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Act, including Rules framed thereunder, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Company has in place adequate internal financial controls in commensurate with the size, nature of its business and complexity of its operations. Detailed Standard Operating

Procedures and policies with internal control mechanism are in place to ensure that all the Company's resources are protected against loss and all transactions are authorized, recorded and reported correctly. Further the effectiveness of such internal financial controls is ensured through periodic management reviews and improvements are made in the same on continuous basis and the same are also evaluated and monitored by the Internal and Statutory Auditors of the Company during the course of their audits and their reports are placed before the Audit Committee for its review, corrective actions and suggestions.

The Managing Director and the Chief Financial Officer (CFO) have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the financial year ended March 31, 2025 and the same forms part of this Annual Report.

The Company is conscious of the importance of environmentally clean and safe operations and to conduct the operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

All Related Party Transactions are placed before the Audit

Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature. All transactions with related parties, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis and are in compliance with the applicable provisions of the Act, Listing

Regulations and as per the policy adopted by the Company on dealing with Related Party Transactions. Further, during the year, none of the transactions entered into with related parties fall under the scope of Section 188(1) of the Act and the

Company has not entered into any contract or arrangement with related parties which could be considered "material" that required shareholders' approval under the Act and Regulation

23 of the Listing Regulations and according to the policy of the Company on materiality of Related Party Transactions. Accordingly, the disclosure required u/s 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company.

The details of Related Party Transactions as per Indian

Accounting Standards (IND AS) 24 may be referred in the accompanying Financial Statements, forming a part of this Annual Report.

In adherence with the requirements of the Listing Regulations, the Company has adopted a policy for dealing with Related Party Transactions and the same is available on the website of the Company at https://.rrshramik.com/investor/corporate-governance/

The Company is also submitting the disclosures of Related Party Transactions on a consolidated basis half yearly as per Regulation 23 of the Listing Regulations in the format specified by the SEBI to the Stock Exchanges and the same can be accessed on the Company's website at https://.rrshramik.com/investor/corporate-governance/.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-III to this report.

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the

Act read with the Companies (Acceptance of Deposits) Rules and as such no amount of principal or interest thereon was unpaid or unclaimed as on March 31, 2025.

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act have been disclosed in the Note no. 45 of the revised Standalone Financial Statements, forming a part of this Annual Report.

Your Company is complying with the provisions of all applicable Secretarial Standards issued by the Institute of

Company Secretaries of India.

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure-IV to this report.

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a robust policy on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committee in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act), 2013 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace and all employees are treated with dignity and respect and providing them a safe, secure and dignified work environment at the workplace. The Company also conducts regular training sessions to increase awareness on the policy among its employees and also make amendments in the policy as and when required. The Policy also provides safeguard to the complainant and the victim against any discrimination. The Members of the Internal Complaints

Committee meet at regular intervals to review any complaints of women employees.

During the year under review, there was no complaint received by the Committee constituted under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(a) the Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) has been furnished; and

(b) the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) has been furnished;

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS and/or During the year under review, there were no significant material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company's operations in future.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across the organization.

(a) No application has been made under the Insolvency and

Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable; (b) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable; (c) There was no revision of financial statements and Board's

Report during the year under review;

(d) The details regarding transfer of unclaimed dividend and shares to Investor Education and Protection Fund (IEPF) Authority during the FY 2024-25 is being disclosed in the

Corporate Governance Report forming part of this Annual Report; (e) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

Your directors are grateful to the Shareholders for their continued patronage and confidencein the Company over the past several years.

Your Directors wish to convey their sincere appreciation to all the

Company's employees at all locations for their dedicated efforts, unstinted commitment, continued contribution and cooperation to ensure that your Company continues to grow and excel.

Your Directors would also like to take this opportunity to thank all our esteemed stakeholders of the Company viz. Customers, Vendors, Dealers, Suppliers, Bankers, Government Authorities and all other Business Associates, Consultants and other

Stakeholders for their continued support and assistance extended to the Company and the Management during the year.

For and on behalf of the Board of Directors of

Chairman

DIN 00091375

Place: Vadodara

Date: June 23, 2025