Directors Report of R R Kabel Ltd.

Mar 31, 2025

The Directors of R R Kabel Limited ("the Company") are delighted to present the 31^st (Thirty-First) Annual Report, together with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31 March 2025.

> FINANCIAL SUMMARY AND HIGHLIGHTS

The Company’s performance during the year as compared with the previous year is summarised below:

(INR In Lakhs)
Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	7,61,823	6,59,457	7,61,823	6,59,457
Other Income	5,111	6,261	5,111	6,261
Operating profit before Finance Cost, Depreciation, Tax and Extraordinary items	53,676	52,432	53,676	52,432
Less: Depreciation and amortisation expenses	7050	6,549	7050	6,549
Finance Cost	5890	5,385	5890	5,385
Add: Share of Profit of Jointly Controlled Entity	-	-	209	1,11
Profit before tax	40,736	40,498	40,945	40,609
Less: Tax	9,784	10,796	9784	10,796
Profit for the year	30,952	29,702	31,161	29,813
Other Comprehensive Income	6667	2,327	6508	2,307
Total Comprehensive Income	37,619	32,029	37,669	32,120
Previous year figures have been regrouped/re-arranged wherever necessary

Financial Year 2024-25 has been a dynamic year filled with both challenges and meaningful achievements that have set up the Company’s resilience and positioned it for continued growth. This momentum has been driven by substantial volume growth in both Wires & Cables and FMEG segments, solidifying the Company’s position as a leading player in the industry. During the year under review, on a standalone basis, the Company recorded net revenue from operations of INR 7,61,823 Lakhs, higher by 15.52% compared to INR 6,59,457 Lakhs of the last financial year. The Company recorded a net profit of INR 30,952 Lakhs during the financial year ended 31 March 2025, higher by 4.21% compared to the net profit of INR 29,702 Lakhs in the previous financial year ended 31 March 2024. The Company’s EBITDA stood at INR 53,676, an increase by 2.37% over the EBITDA of INR 52,432 Lakhs for the previous financial year ended 31 March 2024. The operations and financial results of the Company are further elaborated in the Management Discussion and Analysis Report forming part of the Annual Report.

> TRANSFER TO RESERVE

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

> TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund.

> DIVIDEND

Your Directors are pleased to inform you that, during the year under review, the Board has declared and paid an Interim Dividend of INR 2.50 per Equity Share of INR 5 each to all the Members whose names appeared in the Register of Members as on the record date i.e., Friday, 1 November 2024.

The total cash out flow on account of payment of Interim Dividend was INR 2,826.41 Lakhs.

Your Directors are pleased to recommend a Final Dividend of INR 3.50 per Equity Share of INR 5 each (i.e. 70%) for the financial year ended on 31 March 2025, subject to the approval of Members of the Company at the ensuing Annual General Meeting ("AGM"). An amount of INR 3957.55 Lakhs shall be paid out of net profit for the year ended 31 March 2025, towards the dividend, if declared. The Members whose names appear as Beneficial Owners as at the end of the business hours on Monday, 14 July 2024 (Record Date) will be eligible for receipt of final dividend. The necessary resolutions in this regard have been proposed for the approval of the members at the ensuing AGM.

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 the prescribed rate as per the Income-tax Act, 1961 and accordingly payment of dividend will be made after deduction of TDS as applicable.

The Dividend recommendation is in line with the Dividend Distribution Policy of the Company, which is available on the Company’s website and can be accessed through ttps://www.rrkabel.com/policies.

> SHARE CAPITAL* Authorised Capital

The Authorised Capital of the Company is INR 4,75,18,59,436.20/- (Rupees Four Hundred and Seventy-Five Crores Eighteen Lakhs Fifty-Nine Thousand Four Hundred and Thirty-Six and twenty Paise only) divided into 12,00,00,000 (Twelve Crores) Equity Shares of INR 5/- (Rupees Five only) each and 38,43,140 (Thirty-Eight Lakhs Forty-Three Thousand One Hundred and Forty) Preference Shares of INR 1080.33/- (Rupees One Thousand Eighty and Thirty-Three Paise only) each.

* Issued, Subscribed and Paid-up Capital

During the year under review, the Company has issued and allotted 2,54,140 Equity Shares of INR 5 each, pursuant to the RR Kabel Employee Stock Option Plan 2020 [RRKL ESOP 2020] and RR Kabel Employee Stock Option Plan 2023 [RRKL ESOP 2023]. The shares so allotted rank pari passu with the existing Equity Shares of the Company. Consequently, the paid-up capital of

the Company increased, during the year, from INR 56,40,93,805 (Rupees Fifty-Six Crores Forty Lakhs Ninety-Three Thousand Eight Hundred and Five only), comprising of 11,28,18,761 (Eleven Crores Twenty-Eight Lakhs Eighteen Thousand Seven Hundred Sixty-One) Equity Shares of INR 5/- (Rupees Five only) each to INR 56,53,64,505 (Rupees Fifty-Six Crores Fifty-three Lakhs Sixty-four Thousand Five Hundred and Five only), comprising of 11,30,72,901 (Eleven Crores Thirty Lakhs Seventy-Two Thousand Nine Hundred and One) Equity Shares of INR 5/- (Rupees Five only) each.

> SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have a subsidiary or associate, and hence there are no disclosures to be provided in this regard.

The Company is a 35% partner in a joint venture entity in Bangladesh under the name RR-Imperial Electricals Limited ("RR Imperial").

The Company’s investment in RR Imperial is reported as a non-Current investment and is stated at cost. As per the requirements of the Companies Act, 2013 ("the Act") and IndAS - 27 (Standard on Consolidated Financial Statements) read with IndAS - 21 (Standard on Financial Reporting of Interests in Joint Ventures), the financial position and performance of RR Imperial is presented in the Company’s Consolidated Financial Statements for the financial year ended 31 March 2025. A statement containing salient features of RR Imperial in the prescribed Form AOC 1 pursuant to Section 129(3) of the Act and rules made thereunder is set out in the Consolidated Financial Statements for the financial year under review.

Pursuant to Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements forming part of the Annual Report are available on the Company’s website at ittps://www.rrkabel.com/ reports/. The copies of Audited Standalone and Consolidated Financial Statements are also available for the inspection by Member or for obtaining copy thereof on request to be made on investorrelations. [email protected].

> CREDIT RATING OF THE COMPANY

India Ratings and Research (Ind-Ra) has affirmed Company’s (RRKL) Fund-based working capital limits at ''IND AA-’ Rating and Non-Fund-based working capital limits at ''IND A1 ’ Rating. The outlook for both facilities is "Stable".

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS

There were 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 this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPS)* Composition

During the year under review, the Board of the Company comprised of 7 (seven) Directors, including an Executive Chairman. Out of the seven Directors, 3 (three) were Executive Directors and 4 (four) were Non-Executive Independent Directors, including 1 (one) woman Independent Director.

None of the Directors/KMPs of the Company are disqualified under any of the provisions of the Act and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

* Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, each Independent Director has submitted declaration confirming that they meet the criteria of independence as provided in Section 149(6) of the Act and the rules framed thereunder read with Regulation 16(1 )(b) of the SEBI Listing Regulations. Further, during the financial year ended 31 March 2025, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

* Directors retiring by rotation

As per the provisions of Section 152(6) of the Act, not less than two-third of the total number of Directors, excluding Independent Directors, are liable to retire by rotation and one-third of such Directors are required to retire at each AGM. Accordingly, Shri Mahendrakumar Rameshwarlal Kabra (DIN: 00473310), who has been longest in office since his last appointment, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. A resolution seeking Members’ approval for his re-appointment forms part of the Notice convening 31^st AGM.

Information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on general meetings is provided separately by way of Annexure to the Notice convening the 31^st AGM of the Company.

* Changes in Directors and Key Managerial Personnels (KMPs) during the year ended 31 March 2025:

During the year under review, the employment of Shri Dinesh Aggarwal, Chief Executive Officer (CEO), was terminated with effect from 22 April 2024. Shri Himanshu Parmar resigned from the position of Company Secretary and Compliance Officer of the Company effective from 15 November 2024, to pursue an alternative career opportunity outside the Organisation.

The Board at its meeting held on 28 May 2024, based on the recommendation of the Nomination and Remuneration Committee, approved the reappointment of Shri Shreegopal Rameshwarlal Kabra (DIN: 00140598) as Managing Director of the Company for a term of 5 (five) years with effect from 28 June 2024 and re-appointment of Shri Mahendrakumar Rameshwarlal Kabra (DIN: 00473310) as Joint Managing Director of the Company for a term of 5 (five) years with effect from 23 September 2024. The aforesaid reappointments of Shri Shreegopal Rameshwarlal Kabra and Shri Mahendrakumar Rameshwarlal Kabra were approved by the Members at the 30^th AGM of the Company held on Tuesday, 6 August 2024.

Further, the Board at its meeting held on 14 January 2025, based on the recommendation of the Nomination and Remuneration Committee, appointed Shri Anup Vaibhav C. Khanna as the Company Secretary & Compliance Officer of the Company with effect from 15 January 2025.

* Changes in the Board after the end of the financial year under review:

As part of a carefully considered transition and based upon the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at their meeting held on 30 May 2025 approved the below changes in the leadership structure, reflecting the Company’s ongoing commitment to longterm growth, strong governance, and succession planning.

Succession of the Chairman of the Company: Shri Tribhuvanprasad Rameshwarlal Kabra (DIN: 00091375) has tendered his resignation from the position of Executive Chairman and as a Director of the Company which will be effective from the closure of business hours on 31 May 2025. Shri Ramesh Chandak (DIN: 00026581), Non-Executive Independent Director of the Company, has been appointed as the Non-Executive Chairman of the Board w.e.f. 1 June 2025.

Succession of the Managing Director of the Company:

Shri Shreegopal Rameshwarlal Kabra (DIN: 00140598) has stepped down from his executive and board responsibilities and has resigned as the Managing Director and as a Director of the Company which will be effective from the closure of business hours on 31 May 2025. In line with the succession plan, one of the founding promoters and the current Joint Managing Director of the Company, Shri Mahendrakumar Rameshwarlal Kabra (DIN: 00473310) will assume the role of Managing Director of the Company w.e.f. 1 June 2025. He will be a Key Managerial Personnel under the applicable provisions of the Companies Act, 2013. The change in designation and remuneration is subject to the approval of the Members.

Induction of Additional Directors on the Board as Executive Directors:

The Board has approved the induction of the next generation of leadership pursuant to which Shri Mahhesh Tribhuvanprasad Kabra (DIN: 00137796) and Shri Rajesh Shreegopal Kabra

(DIN: 05300677) will join the Board as Additional Directors and will hold the office as whole-time directors designated as Executive Directors w.e.f. 1 June 2025. The said appointments are subject to the approval of the Members and necessary resolutions in this regard have been included in the Notice of the AGM.

The above changes reflect the Company’s commitment to seamless leadership transition, sustained growth, and enhanced value for all stakeholders. The outgoing leaders will continue to support the Company with their guidance and insights, ensuring continuity and stability during this transition.

The Board expresses its deepest gratitude to the outgoing Executive Directors, viz, Shri Tribhuvanprasad Rameshwarlal Kabra and Shri Shreegopal Rameshwarlal Kabra for their leadership, dedication and commitment to bring RR Kabel to its current level and make it one of the leading players in the industry and for their invaluable contributions to the Company’s growth during their respective tenures.

The brief details of Shri Ramesh Chandak, Shri Mahendrakumar Rameshwarlal Kabra, Shri Mahhesh Kabra and Shri Rajesh Kabra are provided in the annexure to the Notice convening ensuing AGM pursuant to the provisions of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings.

* Familiarisation Program

I n compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors’ Familiarisation Programme to familiarise the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, factory visit, amendments in law and Company’s codes & policies. Details of the familiarisation programmes is provided in the Corporate Governance Report forming part of this Annual Report. The Policy for Familiarisation Programmes for Independent Directors is available on the Company’s website and can be accessed through https://www. rrkabel.com/policies.

* Annual Compliance Affirmation

Pursuant to the requirements of Regulation 26(3) of the SEBI Listing Regulations, all members of the Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct for the Board of Directors and Senior Management Personnel.

> BOARD MEETINGS HELD DURING THE YEAR

During the financial year 2024-25, 8 (eight) meetings of the Board of Directors were held on 22 April 2024, 28 May 2024, 22 June 2024, 30 July 2024, 24 October 2024, 14 January 2025, 28 January 2025 and 26 March 2025 in accordance with the provisions of the Act and rules made thereunder, applicable Secretarial Standards and Regulation 17 of the SEBI Listing Regulations. The details of the meetings are furnished in the report on Corporate Governance.

> SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on 28 January 2025, inter alia to review the performance of Non-Independent Directors (including the Chairman), the entire Board and the matters as prescribed under Schedule IV of the Act and under Regulation 25(4) of the SEBI Listing Regulations.

> BOARD EVALUATION

In terms of provisions of Section 178 read with Schedule IV of the Act, Regulation 17(10) of the SEBI Listing Regulations and the Policy for Evaluation of the Performance of the Board of Directors, the Nomination and Remuneration Committee and the Board have evaluated the performance and effectiveness of the Board, its Committees and individual Directors for the financial year 2024-25.

The evaluation was undertaken after considering the evaluation forms received from Executive Directors, Non-Executive Directors, including Independent Directors of the Company reflecting their views on performance on the basis of various aspects such adequate composition of the Board and Committees, Directors’ presence and contribution in the meetings, leadership qualities, performance of duties and obligations, governance and compliances, etc. The Nomination and Remuneration Committee and the Board have also monitored and reviewed the evaluation framework.

> DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Sections 134(3)(c) and 134(5) of the Act, your Directors confirm 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 have 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 for the financial year ended 31 March 2025, and of the profit of the Company for that period;

c) the Directors 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) the annual accounts for the financial year ended 31 March 2025, have been prepared on a ''Going Concern’ basis.

e) the Directors have laid down the internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

> COMMITTEES OF THE BOARD

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder and the SEBI Listing Regulations during the reporting period and up to the date of this report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The composition of all the above Committees, brief terms of reference, number of meetings held during the financial year, their dates and attendance of members at each of the Committee meetings and other details have been provided in the Corporate Governance Report, which forms part of the Annual Report of the Company. There has been no instance during the year where the recommendations of the Committees were not accepted by the Board.

> VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Pursuant to the requirement of Section 177(9) of the Act and the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 22(1) of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism Policy. The policy is available on the website of the Company and can be accessed through https://www.rrkabel.com/policies.

> CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no materially significant transactions with related parties during the financial year under

review, which were in conflict with the interest of the Company. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the financial statement.

The Company has formulated a policy on Related Party Transactions. The policy adopted by the Board is also available on the website of the Company and can be accessed through ttps://www.rrkabel.com/policies.

The details in Form AOC 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, are given as Annexure A to this report.

> CORPORATE SOCIAL RESPONSIBILITY

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 benefit the 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.

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 CSR activities and initiatives undertaken by your Company during the financial year 2024-25 have been detailed in the Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as set out in Annexure B to 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://www. rrkabel.com/policies.

> AUDITORS AND THEIR REPORT * Statutory Auditors

M/s B S R & Co. LLP Chartered Accountants, (Firm Registration Number 101248W/W-100022) were appointed for the second term as Statutory Auditors of the Company at the AGM held on 14 September 2023, to hold office from the conclusion of 29^th AGM till the conclusion of the 34^th AGM to be held in the year 2028.

There were no observations or qualifications, or remarks made by the Statutory Auditors in their

report for the financial year ended 31 March 2025.

* Cost Auditors

As per the provisions of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Sections 139, 141 and 148 of the Act read with rules made thereunder, the Board, upon the recommendation of the Audit Committee, had approved the appointment of M/s. Poddar & Co., Cost Accountants as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ended 31 March 2025. M/s. Poddar & Co. had under Section 139(1) of the Act and the Rules made thereunder, furnished a certificate of their eligibility and consent for appointment.

The Board, on the recommendations of the Audit Committee, have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by Members at the ensuing AGM. The resolution in this regard is being placed for approval of the Members in the notice of the ensuing AGM.

Maintenance of Cost Records

The Company has maintained cost records as specified by the Central Government under subsection (1) of section 148 of the Act. The records are made and maintained as applicable to the nature of the Business of the Company.

* Secretarial Auditors

The Board of Directors, at their meeting held on 28 January 2025, had appointed Ms. Deepa Gupta, a peer-reviewed Practicing Company Secretary, as the Secretarial Auditor of the Company for the financial year 2024-25 to fill the casual vacancy caused by the resignation of M/s. Khanna & Co. Practicing Company Secretaries from the office of Secretarial Auditors.

In accordance with the provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, Ms. Deepa Gupta conducted the secretarial audit for the financial year ended 31 March 2025. The Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is attached as Annexure C and forms part of the Directors’ Report. There are no qualifications or remarks

made by the Secretarial Auditor in their Report.

I n accordance with the amended provisions of Regulation 24A of the SEBI Listing Regulations and based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on 2 May 2025, have approved and recommended for the Members’ approval, the appointment of Ms. Deepa Gupta, a Peer Reviewed Practicing Company Secretary, having ICSI Membership No. A20860 and Peer Review No. 2027/2022 as the Secretarial Auditor of the Company for term of 5 (five) consecutive years commencing from the financial year 2025-26.

> DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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 the Rules framed thereunder, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

> COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act 2013, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government with respect to meetings of the Board of Directors and General Meetings.

> CORPORATE GOVERNANCE

In accordance with the provisions of per Regulation 34 read with Schedule V(c) of the SEBI Listing Regulations, as amended from time to time, the Corporate Governance Report forms part of this Directors’ Report and is annexed as Annexure D. The said report includes a certificate issued by Ms. Deepa Gupta, Practicing Company Secretary, certifying compliance with the conditions of corporate governance. It also includes a certificate from the Managing Director and Chief Financial Officer of the Company about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations.

> MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34(2)(e) of the SEBI Listing Regulations, read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which is presented in a separate section forming part of the Annual Report.

> ANNUAL RETURN

The Annual Return of the Company as on 31 March 2025 is available on the Company’s website and can be accessed at https://www.rrkabel.com/reports/.

> REMUNERATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL/ EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure E.

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

The particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are appended as Annexure F to the report and forms part of this Report.

> PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits.

> LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2024-25, the Company has not given any loans or provided any security or guarantees under the provisions of Section 186 of the Act. The details of investments are provided in Note: 3A, 3B and 39 of the Notes to the Standalone Financial statements for the financial year ended 31 March 2025.

> INTERNAL AUDIT

Pursuant to Section 138 of the Act, the Board of Directors, upon recommendation of the Audit Committee, has appointed M/s. PricewaterhouseCoopers Services LLP as Internal Auditors of the Company for the financial year 2024-25. The Audit Committee periodically reviews and implements the recommendations of Internal Auditors.

Adequacy of Financial Control

Your Company has effective internal control and risk-mitigation measures, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of an internal audit is to test and review controls, appraisal of risks and business processes, besides benchmark controls with

best practices in the industry. The Audit Committee of the Company actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

> BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is part of the Annual Report and can be accessed at https://www.rrkabel.com/ reports.

> ENVIRONMENT, SAFETY AND HEALTH

At RR Kabel, sustainability is more than a responsibility - it is a core driver of our long-term business strategy and stakeholder value creation. In FY 2024-25, we continued to advance our Environmental, Social and Governance (ESG) agenda, under the guidance of a dedicated, cross-functional ESG Committee comprising senior leadership.

In our second year of participation in the Carbon Disclosure Project (CDP), we further enhanced the depth & quality of our climate-related disclosures. With a clear roadmap in place, the Company is targeting an improved CDP rating of ''B-'' in the upcoming cycle. Notable strides were made in our transition towards cleaner energy, with renewable sources contributing 16% of total energy consumption. We also successfully met our internal targets on energy intensity and Scope 2 emissions reduction reinforcing our commitment to decarbonization. As part of our efforts to promote biodiversity and ecosystem restoration, your undertook tree plantation drives across multiple sites, strengthening our environmental stewardship credentials.

On the social front, health and safety remained a top operational priority. All major manufacturing locations are aligned with ISO 45001:2018, supported by robust internal systems and periodic third-party audits. In addition, social and environmental audits were carried out across operational locations to assess compliance with labour, safety, and environmental standards. We are pleased to report that all key internal EHS targets for the year were achieved, including 100% safety training coverage, regular emergency drills and employee health & wellness initiatives.

These efforts are aligned with the UN Sustainable Development Goals specifically SDG 3 (Good Health and Well-being), SDG 8 (Decent Work and Economic Growth), and SDG 13 (Climate Action). The ESG Committee continues to monitor progress against these goals periodically.

Looking ahead, RR Kabel remains steadfast in its commitment to further strengthening EHS performance across all operations, expanding ESG assessments across our supplier network, and embedding climate resilience into our long-term business strategy. Your company continue to view ESG as a cornerstone of our journey toward building a sustainable, future-ready organisation.

> I NFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL] ACT 2013

The Company has in place a policy for the prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act, 2013"). Internal committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, 2 (two) complaints were filed with the Internal Complaints Committee, and both were duly resolved by the Company in accordance with the provisions of the POSH Act, 2013.

> SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

No significant/material orders passed by the regulators in favor / against the Company.

> DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

(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;

(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; and

(c) the Company has an ESOP scheme for its employees/Directors and information as per provisions of Rule 12(9) is furnished below:

A summary of the status of RR Kabel Employee Stock Option Plan 2020 [RRKL ESOP 2020] in terms of options granted, forfeited, cancelled, exercised, and outstanding is provided below:
Particulars	For the Year ended 31 March 2025	For the Year ended 31 March 2024
	No. of Options*	No. of Options
Outstanding at the beginning of the year (A)	3,11,200	3,11,200
Add - Granted during the year (B)	Nil	Nil
Less- Forfeited / Cancelled / Lapsed during the year (C)	Nil	Nil
Less - Exercised during the year (D)*	2,43,028	Nil
Outstanding at the end of the year (E) = (A B-C-D)	68,172	3,11,200
*During the year under review, the Company has allotted 2,43,028 equity shares against the exercise of ESOPs granted and vested to the eligible employees under RRKL ESOP 2020. The said shares have also been listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

A summary of the status of RR Kabel Employee Stock Option Plan 2023 [RRKL ESOP 2023] in terms of options granted, forfeited, cancelled, exercised, and outstanding is provided below:
Particulars	For the Year ended 31 March 2025	For the Year ended 31 March 2024
	No. of Options	No. of Options
Outstanding at the beginning of the year (A)	1,11,120	1,11,120
Add - Granted during the year (B)	Nil	Nil
Less- Forfeited / Cancelled / Lapsed during the year (C)	1,00,008	Nil
Less - Exercised during the year (D)*	11,112	Nil
Outstanding at the end of the year (E) = (A B-C-D)	Nil	1,11,120
*During the year under review, the Company has allotted 11,112 equity shares against the exercise of ESOPs granted and vested to the eligible employee under RRKL ESOP 2023. The said shares have also been listed on BSE and NSE.

The details of the Employee Stock Options plan are provided in Note no. 47 in Notes to Standalone Financial Statements.

In accordance with the provisions of Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"), a certificate obtained from Ms. Deepa Gupta, Secretarial Auditor, to the effect that ESOP Scheme 2020 and ESOP Scheme 2023 have been implemented in accordance with SEBI SBEB Regulations and in accordance with the resolution passed at the Extra-Ordinary General Meeting held on 11 April 2023 and 20 March 2023, respectively, shall be placed before the Members at the ensuing AGM. The disclosure under Regulation 14 of the SBEB Regulations is available on Company’s website at www.rrkabel.com.

Subsequent to the close of the financial year, at its meeting held on 30 May 2025, the Board considered the revival and ratification of the ''RR Kabel Employee Stock Option Plan 2023’ ("RRKL ESOP 2023"), which was

originally approved by the Board and shareholders prior to the Company’s Initial Public Offering (IPO). To enable the Company to make fresh grants of options, as and when required, under the RRKL ESOP 2023, pursuant to the applicable provisions of SEBI SBEB Regulations, the Company is required to get the pre-IPO plan ratified by the shareholders subsequent to the IPO. The Board, upon the recommendation of the Nomination and Remuneration Committee, has reviewed the Scheme to ensure its continued compliance and enforceability post-listing and seeks ratification of the RRKL ESOP 2023. The relevant resolution seeking shareholders’ approval has been included in the Notice convening the 31^st AGM of the Company.

> APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

Pursuant to rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, no application has been made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

> DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under review.

> ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the dedicated efforts and commitment of the employees of the Company at all level. Their contribution has been integral in enabling the Company to overcome the challenges and achieve its objectives. The Board also acknowledges the continued support received from the Company’s bankers and extends its gratitude to all stakeholders, including the vendors, customers, auditors, consultants, financial institutions, government bodies, dealers, and other business associates for their cooperation and support. The Board also deeply recognises the trust and confidence placed by the consumers of the Company and the Members.

---

Mar 31, 2024

The Directors of the Company are delighted to present the Thirtieth (30th) Annual Report, together with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31 March 2024.

> FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s performance during the year as compared with the previous year is summarized below:

(INR In Lakhs)
Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	6,59,457	5,59,920	6,59,457	5,59,920
Other Income	6,261	3,444	6,261	3,444
Operating profit before Finance Cost, Depreciation, Tax and Extraordinary items	52,432	35,676	52,432	35,676
Less: Depreciation and amortization expenses	6,549	5,963	6,549	5,963
Less: Finance Cost	5,385	4,209	5,385	4,209
Add: Share of (Loss)/Profit of Jointly Controlled Entity	-	-	1,11	94
Profit before tax	40,498	25,504	40,609	25,599
Less: Tax	10,796	6,612	10,796	6,612
Profit for the year	29,702	18,892	29,813	18,987
Other Comprehensive Income	2,327	1,523	2,307	1,228
Total Comprehensive Income	32,029	20,416	32,120	20,215

During the year under review, on a standalone basis, the Company recorded net revenue from operations of INR 6,59,457 Lakhs, higher by 17.78 % compared to INR 5,59,920 Lakhs of the last financial year. The Company recorded a net profit of INR 29,702 Lakhs during the financial year ended 31 March 2024, against a net profit of INR 18,892 Lakhs in the previous financial year ended 31 March 2023. The Company’s EBITDA stood at INR 52,432 Lakhs, an increase by 46.97 % over the EBITDA of INR 35,676 Lakhs for the last financial year. The operations and financial results of the Company are further elaborated in the Management Discussion and Analysis Report.

> TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profit for financial year ended 31 March 2024, appearing in the Statement of Profit and Loss.

> TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund.

> DIVIDEND

Your Directors are pleased to inform you that, during the year under review, the Board has declared and paid an Interim Dividend of INR 3 per Equity Share of INR 5 each to all the Shareholders whose names appeared in the Register of Members as on the record date i.e., 17 November 2023.

The total cash out flow on account of payment of Interim Dividend was INR 3,384.56 Lakhs.

Your Directors are pleased to recommend a Final Dividend of INR 3 per Equity Share of INR 5 each for the financial year ended on 31 March 2024, subject to the approval of Shareholders of the Company at the ensuing Annual General Meeting ("AGM"). An amount of INR 3,384.56 Lakhs shall be paid out of net profit for the year ended 31 March 2024,

towards the dividend, if declared. The Members whose names appear as Beneficial Owners as at the end of the business hours on Friday, 26 July 2024, (Record Date) will be eligible for receipt of Dividend. The necessary resolutions in this regard have been proposed for the approval of the Members at the ensuing AGM.

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 the prescribed rate as per the Income-tax Act, 1961 and accordingly payment of dividend will be made after deduction of TDS as applicable.

The Dividend recommendation is in line with the Dividend Distribution Policy of the Company, which is available on the Company’s website and can be accessed through https://www.rrkabel.com/policies.

> INITIAL PUBLIC OFFER (IPO)

The Company successfully completed its Initial Public Offer (''IPO’) of 1,89,86,713 Equity Shares at price of INR 1035/- (including a share premium of INR 1030/-) per equity share of INR 5/- each, (with a discount of INR 98/- to employees at an offer price of INR 937/- per share on 1,13,806 Equity Shares). The IPO amounting to INR 19,640.10 million, included a fresh issue of 17,49,905 Equity Shares of INR 5/- each and an offer for sale by the selling Shareholders of 1,72,36,808 Equity Shares of face value of INR 5/- each.

After the completion of the IPO, the paid-up equity share capital of the Company has been increased from INR 55,53,44,280/- to INR 56,40,93,805/-. The Company’s Equity Shares were listed and admitted to dealings on BSE and NSE on 20 September 2023.

> SHARE CAPITAL* Authorised Capital

The Authorized Capital of the Company is INR 4,75,18,59,436.20/- (Rupees Four Hundred and Seventy-Five Crores Eighteen Lakhs Fifty-Nine Thousand Four Hundred and Thirty-Six and twenty Paise only) divided into 12,00,00,000 (Twelve Crores) Equity Shares of INR 5/- (Rupees Five only) each and 38,43,140 (Thirty-Eight Lakhs Forty-Three Thousand One Hundred and Forty) Preference Shares of INR 1080.33/- (Rupees One Thousand Eighty and Thirty-Three Paise only) each.

* Issued, Subscribed and Paid-up Capital

The paid-up capital of the Company stands at INR 56,40,93,805 (Rupees Fifty-Six Crores Forty Lakhs Ninety-Three Thousand Eight Hundred and Five only), which comprises of 11,28,18,761 (Eleven Crores Twenty-Eight Lakhs Eighteen Thousand Seven Hundred Sixty-One) Equity Shares of INR 5/- (Rupees Five only) each.

During the year under review, the Company has issued and allotted:

(i) 1,53,72,560 (One Crore Fifty-Three Lakhs

Seventy-Two Thousand Five Hundred and

Sixty) Equity Shares of INR 5 each pursuant to the conversion of 38,43,140 (Thirty-

Eight Lakhs Forty-Three Thousand One Hundred and Forty) Compulsory Convertible Preference Shares of INR 1080.33/- each.

(ii) 17,49,905 (Seventeen Lakhs Forty-Nine

Thousand Nine Hundred and Five) Equity Shares of INR 5 each under the IPO at the price of INR 1035 (including a share premium of INR 1030/-) per equity share of INR 5/- each, (with a discount of INR 98/- to employees at an offer price of INR 937/- per share on 1,13,806 Equity Shares).

> SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have a subsidiary or associate, therefore, disclosures regarding the same are not provided in the Report.

However, your Company is a 35% partner in a joint venture with Bangladesh counterparty under the name RR-Imperial Electricals Limited ("RR Imperial").

The Company’s investment in joint venture is reported as a Non-Current investment and is stated at cost. As per the requirements of the Companies Act, 2013 and Indian Accounting Standards (Ind AS) - 27 (Standard on Consolidated Financial Statements) read with Ind AS-21 (Standard on Financial Reporting of Interests in Joint Ventures), the consolidated financials of the Joint Venture have been presented. The details in Form AOC 1 pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 are set out in the financial statement forming part of this Report and the said form highlights the financial performance of the joint-venture entity.

> ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

The Company has at the Extra-Ordinary General Meetings held on 11 April 2023, and 29 August 2023, respectively, adopted new set of Articles of Association to align the same with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

> CREDIT RATING OF THE COMPANY

India Ratings and Research (Ind-Ra) has affirmed Company’s (RRKL) Fund-based working capital limits at ''IND AA-’ Rating and Non-Fund-based working capital limits at ''IND A1 ’ Rating. The outlook for both facilities is "Stable".

> CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

> MATERIAL CHANGES AND COMMITMENTS

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.

> DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs)

* Composition

• The Company has a total of Seven (7) Directors including an Executive Chairman. Out of seven directors, three (3) are Executive Directors and four (4) are NonExecutive Independent Directors including one (1)-woman Independent director.

• None of the Directors/KMP of the Company are disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations").

* Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act read along with the rules

framed thereunder and Regulation 16(1)(b) of the Listing Regulations. Further, during the financial year ended 31 March 2024, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

* Directors retiring by rotation

As per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year. Shri Tribhuvanprasad Rameshwarlal Kabra (DIN: 00091375) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. A resolution seeking Shareholders’ approval for his re-appointment forms part of the Notice. A detailed profile of Shri Tribhuvanprasad Rameshwarlal Kabra (DIN: 00091375) along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meeting is provided separately by way of Annexure to the Notice convening the 30^th Annual General Meeting (AGM) of the Company as per Regulation 1.2.5 of Secretarial Standard 2.

* Resignation of Directors and Key Managerial Personnels (KMPs):

During the year under review, following Directors and KMP have resigned from the Board of the Company:

Name of Director/ KMP	DIN/PAN	Designation	Date of Resignation
Shri Mukund	00101004	Independent	29 April
Manohar Chitale		Director	2023
Shri Mitesh	08189217	Nominee	07 March
Daga		Director	2024

The employment of Shri Dinesh Kumar Aggarwal (PAN: AAAPA0355L), Chief Executive Officer was terminated with effect from 22 April 2024.

Appointment/Re-appointment of Directors and Key Managerial Personnels (KMPs):

During the year under review, following Director(s) were appointed by the Company:

Name of	DIN/PAN	Designation	Date of
Director/			Appointment
KMP
Shri Ramesh Chandak	00026581	Independent Director	29 April 2023

* Familiarization Program

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors’ Familiarisation Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, factory visit, amendments in law and Company’s codes & policies. The Policy for Familiarisation Programmes for Independent Directors is available on the Company’s website and can be accessed through https://www.rrkabel.com/policies.

* Annual Compliance Affirmation

Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all Members of the Board of Directors and senior management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and senior management personnel.

> BOARD MEETINGS HELD DURING THE YEAR

During the financial year 2023-24, fifteen (15) Meetings of the Board of Directors were held on 07 April 2023, 29 April 2023, 03 May 2023, 05 May 2023, 29 July 2023, 14 August 2023, 25 August 2023, 26 August 2023, 30 August 2023, 06 September 2023, 15 September 2023, 18 September 2023, 06 November 2023, 29 January 2024 and 16 March 2024 in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder, applicable Secretarial Standards and Regulation 17 of the Listing Regulations. The details of the Meetings are furnished in the Report on Corporate Governance.

> SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on 26 February 2024, inter alia to review the performance of Non-Independent Directors (including the Chairman), the entire Board and the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of Listing Regulations.

During the year under review, Independent Director Committee was constituted and one meeting was held on 07 September 2023, to recommend the price band for the Initial Public Offering of the Shares of the Company

as required in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022.

> BOARD EVALUATION

In terms of provisions of the Listing Regulations and the Companies Act, 2013 read with the Rules thereunder, the Nomination and Remuneration Committee and the Board of Directors have evaluated the effectiveness of the Board / Committees / Individual Directors for the financial year 2023-24. The Committee and the Board have monitored and reviewed the evaluation framework. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Company.

> DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of sections 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors confirm 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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31 March 2024, and of the profit of the Company for 31 March 2024;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts for the financial year ended on 31 March 2024, have been prepared on a ''Going Concern’ basis.

e) the Directors have laid down the internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

> COMMITTEES OF THE BOARD

The Company has duly constituted and reconstituted the following Committees in terms of the provisions of the Companies Act, 2013 read with relevant rules framed thereunder & Listing Regulations during the reporting period and till the date of this Report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The composition of all the above Committees, brief terms of reference, number of meetings held, their dates and attendance of members at each of the Committee Meetings, during the financial year ended 31 March 2024, and other details have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company. There has been no instance during the year where the recommendations of the Committees have not been accepted by the Board.

* Audit Committee

The Audit Committee was reconstituted on 29 April 2023, wherein Shri Ramesh Chandak was appointed as Chairman.

Thereafter, the Committee was further re-constituted on 03 May 2023, as below:

• Shri Ramesh Chandak - Chairman,

• Shri Bhagwat Singh Babel - Member,

• Shri Vipul Sabharwal - Member,

• Shri Mitesh Daga - Member

Further, the Committee was again re-constituted on 16 March 2024, and currently, the Committee comprises of the following:

• Shri Ramesh Chandak - Chairman,

• Shri Bhagwat Singh Babel - Member,

• Shri Vipul Sabharwal -Member,

• Shri Shreegopal Rameshwarlal Kabra - Member.

During the year under review, seven (7) Meetings of the Audit Committee were held on 03 May 2023, 29 July 2023, 14 August 2023, 30 August 2023, 06 November 2023, 29 January 2024 & 15 March 2024, to perform their duties in accordance with

the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. During the period under review, the Company has adhered to the broad framework laid down by the following policies:

a. Vigil Mechanism Policy

Pursuant to the requirement of Section 177(9) of the Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules 2014 read with Regulation 22(1) of Listing Regulations, the Company has adopted a Vigil Mechanism Policy. The policy is available on the website of the Company and can be accessed through https://www. rrkabel.com/policies.

b. Policy on Related Party Transactions

There were no materially significant transactions with related parties during the financial year under review, which were in conflict with the interest of the Company. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the Notes.

The Company has formulated a policy on Related Party Transactions. The policy adopted by the Board is also available on the website of the Company and can be accessed through https://www.rrkabel.com/ policies.

The details in Form AOC 2 pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given as Annexure A to this Report.

* Stakeholders Relationship Committee

In compliance with the provisions of section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Board has constituted a "Stakeholders Relationship Committee" on 29 April 2023, to consider and resolve the grievances of security holders of the Company. The Committee comprises of the following:

• Shri Bhagwat Singh Babel - Chairman,

• Shri Ramesh Chandak - Member and

• Shri Shreegopal Rameshwarlal Kabra - Member.

During the year one (!) meeting of the Committee was held on 25 October 2023, to perform the duties in accordance with the provisions of Regulation 20 of Listing Regulations.

* Nomination and Remuneration committee

The Nomination and Remuneration Committee was reconstituted on 29 April 2023, wherein Shri Ramesh Chandak was appointed as the Chairman. Thereafter, the Committee was again reconstituted on 16 March 2024, and currently the Committee comprises of the following:

• Shri Ramesh Chandak - Chairman

• Shri Bhagwat Singh Babel - Member

• Shri Vipul Sabharwal - Member

• Shri Tribhuvanprasad Rameshwarlal Kabra

- Member.

During the year Five (5) Meetings of the Committee were held on 07 April 2023, 27 April 2023, 29 April 2023, 29 July 2023, and 30 August

2023, to perform the duties in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations.

The Company has formulated the policy on Directors’ 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 of the Companies Act 2013. The said policy is available of on the website of the Company and can be accessed through https:// www.rrkabel.com/policies.

* Corporate Social Responsibility (CSR) Committee

The CSR Committee has been constituted in line with the provisions of the Companies Act, 2013 and the Rules notified thereunder.

At the beginning of the financial year 2023-24, the Committee was comprising the following as its members:

• Shri Bhagwat Singh Babel - Chairman

• Shri Mitesh Daga - Member

• Shri Mahendrakumar Rameshwarlal Kabra

- Member

The Committee was reconstituted on 16 March

2024, with the following members:

• Shri Bhagwat Singh Babel - Chairman

• Shri Tribhuvanprasad Rameshwarlal Kabra

- Member

• Shri Shreegopal Rameshwarlal Kabra

- Member

• Shri Mahendrakumar Rameshwarlal Kabra

- Member

During the year two (2) meetings of the Committee were held on 29 July 2023, and 27 March 2024, to perform the duties in accordance with the provisions of the Companies Act, 2013. The Company has formulated a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on Company’s website and can be accessed through https://www.rrkabel.com/policies.

The CSR activities and initiatives undertaken by your Company during the financial year 202324 have been detailed in Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as set out in Annexure B to this Report.

* Risk Management Committee

The Company has, pursuant to Regulation 21 of the Listing Regulations, constituted Risk Management Committee on 29 April 2023, which is responsible for management of risk, avoid exposure to significant financial loss and achieve risk management objectives as specified under Risk Management Policy. The Risk management committee comprises of the following:

• Shri Tribhuvanprasad Rameshwarlal Kabra

- Chairman,

• Shri Bhagwat Singh Babel - Member

• Shri Dinesh Aggarwal - Member*.

During the year two (2) meetings of the Committee were held on 25 January 2024, and 15 March 2024. The management of the Company has duly adopted the Risk Management Policy to articulate the Company’s approach and expectations in relation to the management of risk across the organization. The Risk Management Policy is available on Company’s website and can be accessed through https://www.rrkabel.com/ policies.

The employment of Shri Dinesh Aggarwal Chief Executive Officer has been terminated effective from 22 April 2024. Consequently, he also ceased to be a Member of the Risk Management Committee.

The Board of Directors at their Meeting held on 28 May 2024, has re-constituted the Risk Management Committee comprising of following:

• Shri Tribhuvanprasad Rameshwarlal Kabra - Chairman,

• Shri Bhagwat Singh Babel - Member

• Shri Rajesh Babu Jain - Member.

> AUDITORS AND THEIR REPORT? STATUTORY AUDITORS

M/s B S R & Co. LLR Chartered Accountants, (Firm Registration number 101248W/W-100022) were appointed for the second term as Statutory Auditors of the Company at the Annual General Meeting held on 14 September 2023, to hold office from the conclusion of 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting to be held in the year 2028.

There are no observations or qualifications, or remarks made by the Auditors in their Report.

? DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud reported during the financial year ended 31 March 2024. This is also being supported by the Report of the Auditors of the Company as no fraud has been reported in their Audit Report for the Financial Year ending 31 March 2024.

? COST AUDITORS

As per the provisions of Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Auditors. The Board, on the recommendation of the Audit Committee, has approved the appointment of and payment of remuneration to M/s. Roddar & Co., Cost Accountants as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ended 31 March 2025. M/s. Roddar & Co. have, under Section 139(1) of the Act and the Rules made thereunder furnished a certificate of their eligibility and consent for appointment.

The Board, on the recommendations of the Audit Committee, have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by Shareholders at the ensuing AGM. The resolution in this regard is being placed for approval of the Shareholders in the Notice of the ensuing AGM.

• MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013. The records are made and maintained as applicable to the nature of the Business of the Company.

? SECRETARIAL AUDITORS

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Khanna & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations. The Secretarial Audit Report is attached as Annexure C and forms part of the Directors’ Report. There are no qualifications or remarks made by the Secretarial Auditor in their Report.

> COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act 2013, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government with respect to Meetings of the Board of Directors and General Meetings.

> CORPORATE GOVERNANCE

The Company is committed to balance the interests of the Company’s various stakeholders, such as Shareholders, senior management executives, customers, suppliers, financiers, the government, the community and society as whole.

I n accordance with the provisions of per Regulation 34 read with Schedule V(c) of (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a Corporate Governance Report along with the Certificate from Rracticing Company Secretaries certifying compliance with the conditions of corporate governance is annexed to the Report on Corporate Governance provided in Annexure D to this Directors’ Report.

> MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34(2)(e) of Listing Regulations, read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which is presented in a separate section forming part of the Annual Report.

> ANNUAL RETURN

The Annual Return of the Company as on 31 March 2024, is available on the Company’s website and can be accessed at https://www.rrkabel.com/reports/.

> REMUNERATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL/ EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure E.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are appended as Annexure F to the Report and forms part of this Report.

> PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Deposits.

> LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2023-24, the Company has not given any loans or provided any security under the provisions of Section 186 of the Companies Act, 2013. The Company has however provided guarantees in respect of loans taken by the Company''s dealers under channel financing facilities from banks and as of 31 March 2024, the outstanding is Nil.

The details of investments are provided in Note: 3A, 3B and 39 of the Notes to financial statements for the year ended 31 March 2024.

> INTERNAL AUDIT

Pursuant to Section 138 of the Companies Act, 2013, the Board of Directors has appointed M/s Ernst & Young Consulting LLP Chartered Accountants, as Internal Auditors of the Company for the financial year 2023-24. The Audit Committee periodically reviews and implements the recommendations of Internal Auditors.

Adequacy Financial Control

Your Company has effective internal control and risk-mitigation measures, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of an internal audit is to test and review controls, appraisal of risks and business processes, besides benchmark controls with best practices in the industry. The Audit Committee of the Company actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

> BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available on the Company’s website and can be accessed at https://www.rrkabel. com/reports.

> ENVIRONMENT, SAFETY AND HEALTH

Your Company has participated in the CDP (Carbon Disclosure Project) during the financial year 202324 which shall be the base year for the Company. Company opted for private rating (non-public viewing) and was rated at "C". We intent on build in our current base score and are targeting for minimum rating of '' B- " (minus) this year.

Your Company is a signatory to UN Global Compact, Caring for Climate and CEO Water Mandate. The commitment to EHS is of the highest level. Occupational Safety and Health is no longer a priority but a VALUE. Employee sensitization towards health and safety is

carried out through active participation and celebration of several events on a continuing basis. These include National Road Safety Week and National Safety week. Your company conducts Third Party Safety Audits on regular basis across its manufacturing locations

Your Company has implemented ISO 45001:2018, the latest standard on Occupational Health and Safety. The 5S initiative has been taken a step further and designated at 6S to include SAFETY as the 6S.

Environmental initiatives include observance of Earth Day, World Water Day, and World Environment Day. Further, the 3 R Standards have been replaced by 5 R (Reduce, Recycle, Reuse, Refuse, Respect). Conservation of resources is guided more by environmental considerations than by economic ones.

Your company is aware of the Sustainable Development Goals (SDG’s) and is working upon all the goals that are applicable to a manufacturing organization. We aim not only to meet the immediate customer expectations but also become future-ready and resilient to climate and other ESG risks. We have prioritized certain action areas and rolled out metrics for measuring and enhancing our sustainability performance.

> I NFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL] ACT 2013

The Company has in place a policy for the prevention of sexual harassment policy in line with the requirement of the Sexual Harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act, 2013"). Internal committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaint was received by the Company under the POSH Act 2013.

> SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

The Company has, on 13 March 2024, received an order from the Office of Additional Commissioner,

GST, Vadodara - I, Gujarat, imposing a penalty under Section 73 of Central Goods and Service Tax Act, 2017 (CGST Act, 2017) read with Section 20 of the Integrated Goods and Service Tax Act, 2017 (IGST Act, 2017) amounting to INR 3,17,40,107, in relation to the erroneously sanctioned refund of an amount of INR 31,74,01,073/- now to be recovered, along with the interest at appropriate rate under Section 50(1) of the CGST Act, 2017 read with section 20 of the IGST Act. The Company, in consultation with expert consultants, has assessed the said order and concluded that legal remedy will be availed.

The Company does not anticipate any material impact on the financials and operations of the Company.

The Company has also made disclosure to BSE and NSE in accordance with the provisions of Regulation 30 of (Listing Obligations and Disclosure Requirements) Regulations, 2015.

> DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

(a) t he 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;

(b) t he 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; and

(c) the Company has ESOP scheme for its employees/ Directors and information as per provisions of Rule 12(9) is furnished below:

The Shareholders in their Meeting held on 11 April 2023, have amended ESOP 2020 to align its provisions with the requirements of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations ("SEBI SBEB Regulations").

A summary of the status of ESOP 2020 in terms of options granted, forfeited, cancelled, exercised, and outstanding is provided below:

Particulars	For the Year ended 31 March 2024	For the Year ended 31 March 2023
	No. of Options*	No. of Options
Outstanding at the beginning of the year (A)	3,11,200	4,81,520
Add - Granted during the year (B)	Nil	44,480
Less- Forfeited / Cancelled / Laps during the year (C)	Nil	2,14,800
Less - Exercise during the year (D)	Nil	Nil
Outstanding at the end of the year (E) = (A B-C-D)	3,11,200	3,11,200

* During the Financial Year 2023-24, ESOP SCHEME 2020 has been revised to align its provisions with the requirements of SEBISBEB Regulations and terminate the rights of the Company and Shareholders to purchase equity shares from the eligible employees.

Pursuant to a resolution passed by the Board on 20 March 2023, the balance options under ESOP 2020 pending to be granted by the Nomination and Remuneration Committee were cancelled and accordingly, there are no options pending to be granted under ESOP 2020.

The Board of Directors and the Shareholders, in their Meeting held on 16 March 2023, and 20 March 2023, respectively, have approved the new ESOP scheme named RR Kabel Employee Stock Option Plan 2023 (RRKL ESOP 2023). The Board has approved the grant of stock options under RRKL ESOP 2023 to Shri Dinesh Aggarwal in Board Meeting dated 20 March 2023.

A summary of the status of ESOP 2023 in terms of options granted, forfeited, cancelled, exercised, and outstanding is provided below:

Particulars	For the Year ended 31 March 2024	For the Year ended 31 March 2023
	No. of Options	No. of Options
Outstanding at the beginning of the year (A)	1,11,120	Nil
Add - Granted during the year (B)	Nil	1,11,120
Less- Forfeited / Cancelled / Laps during the year (C)	Nil	Nil
Less - Exercise during the year (D)	Nil	Nil
Outstanding at the end of the year (E) = (A B-C-D)	1,11,120	1,11,120

The details of the Employee Stock Options plan are provided in Note no. 48 in Notes to accounts of the financial statements.

In accordance with the provisions of Regulation 13 of SEBI SBEB Regulations, the certificate from Secretarial Auditors, M/s. Khanna & Co., Practicing Company Secretaries, to the effect that ESOP Scheme 2020 and ESOP Scheme 2023 has been implemented in accordance with SEBI SBEB Regulations and in accordance with the resolution passed at the Extra-Ordinary General Meeting held on 11 April 2023 and 20 March 2023, respectively, shall be placed before the Members at the ensuing AGM.

> APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

Pursuant to rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

> DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014.:

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under review.

> ACKNOWLEDGEMENTS

Your Directors extend their heartfelt appreciation for the significant contributions made by the employees of the Company at each level. Their cooperation, dedication, and unwavering commitment have been instrumental in helping the Company to overcome the challenges. The Board also acknowledges the continued support from various Banks and extends its appreciation to vendors, customers, consultants, financial institutions, government bodies, dealers, and other business associates. At the end, the Board deeply recognize the trust and confidence placed by the consumers of the Company and the Shareholders.