R R Kabel Ltd Directors Report

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 INR 29,702 Lakhs during the financial year ended 31 March 2024, against a net profit of INR 18,892 financial year ended 31 March 2023. The Companys EBITDA stood at INR 52,432 Lakhs, an EBITDA of INR 35,676 Lakhs for the last financial year. The operations and financial results of elaborated in the Management Discussion and Analysis Report.

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.

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.

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 BeneficialOwners 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 Companys website and can be accessed through https://www.rrkabel.com/policies.

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 Companys

Equity Shares were listed and admitted to dealings on

BSE and NSE on 20 September 2023.

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.

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).

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 Companys 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 financialsof 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.

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.

India Ratings and Research (Ind-Ra) has affirmed Companys (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".

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

There are no material changes and commitments affecting the have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

• 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 Non-Executive 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").

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.

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. position of the Company which

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

Company:

The employment of Shri Dinesh Kumar Aggarwal

(PAN: AAAPA0355L), Chief Executive Officer was terminated with effect from 22 April 2024.

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

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 Companys codes & policies. The Policy for Familiarisation

Programmes for Independent Directors is available on the Companys website and can be accessed through https://www.rrkabel.com/policies.

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.

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.

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.

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.

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 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.

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.

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:

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.

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.

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 (1) 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 CompaniesAct 2013.The financial loss and achieve 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 Companys website and can be accessed through https://www.rrkabel.com/policies.

The CSR activities and initiatives undertaken by your Company during the financial year 2023-24 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.

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 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 Companys approach and expectations in relation to the management of risk across the organization. The Risk Management Policy is available on Companys 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.

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 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.

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. 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. 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.

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.

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.

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

In 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 Practicing 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.

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.

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

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.

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.

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

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 Companys 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.

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.

Your Company has effective internal control and risk-mitigation measures, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys 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.

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 Companys website and can be accessed at https://www.rrkabel. com/reports.

Your Company has participated in the CDP (Carbon

Disclosure Project) during the financial year 2023-24 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 (SDGs) 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.

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.

The Company has, on 13 March 2024, received an order from the Officeof 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.

(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 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").

*During the Financial Year 2023-24, ESOP SCHEME 2020 has been revised to align its provisions with the requirements of SEBI SBEB 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.

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.

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.

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.

Your Directors extendtheirheartfeltappreciationforthesignificantcontributions 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.