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

FINANCIAL PERFORMANCE

The key highlights of financial performance of the Company on Standalone and Consolidated basis for the financial year ended
March 31, 2025 as compared to the previous financial year are summarised below:

(? in lakhs)

PERFORMANCE HIGHLIGHTS

During the financial year 2024-25, your Company achieved a
growth of 22.42% in revenue from operations on standalone
basis, with the revenue increasing from ? 2,95,917.72 Lakhs
(FY 2023-24) to ? 3,62,267.94 Lakhs (FY 2024-25) and on
consolidated basis achieved growth of 23.24%, with the
revenue increasing from ? 2,98,334.49 Lakhs (FY 2023-24) to
? 3,67,674.93 Lakhs (FY 2024-25). Earnings before interest,

taxes, depreciation and amortization (including other income)
on standalone basis for the current year is ? 16,969.04 Lakhs
as against ? 13,732.28 Lakhs in the previous year thereby
registering a growth of 23.57% and on consolidated basis is
? 17,409.53 Lakhs as against ? 13,398.56 Lakhs in the previous
year, registering a growth of 29.94%. The detailed operational
and financial performance of the Company are elaborated in
the Management Discussion and Analysis Report forming
part of this Annual Report.

DIVIDEND

The Board of Directors are pleased to recommend a dividend
of ? 2.50 per equity share (previous year ? 2.50) on face value
of ? 5/- each (i.e. 50%) for the financial year ended March
31, 2025. The record date for the purpose of payment of
dividend is August 18, 2025. The dividend, if approved by the
Members at the ensuing Annual General Meeting ("AGM"), will
be paid to the Members within the period stipulated under the
Companies Act, 2013 ("the Act"). The distribution of dividend
would involve a cash outflow of about ? 1,165.66 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the shareholders and the Company is
required to deduct tax at source (TDS) from dividend paid to
the Members at prescribed rates as per the Income-Tax Act,
1961 and accordingly payment of dividend will be made after
deduction of TDS as applicable.

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

TRANSFER TO RESERVES

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

CAPITAL STRUCTURE

AUTHORIZED AND PAID-UP SHARE CAPITAL

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

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

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

KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER

REVIEW

i) Scheme of Amalgamation (merger by absorption) of
Global Copper Private Limited, a material subsidiary
company ("Transferor Company"), with and into the
Company and their respective shareholders ("Scheme"):

The Board, at its meeting held on June 13, 2024 approved
the revised Scheme of Merger of its material subsidiary,
Global Copper Private Limited ("Transferor Company")
with and into the Company and their respective
shareholders. Pursuant to the changes suggested
by SEBI in the Scheme with regards to the public
e-Voting requirement and the request of BSE Limited,
the Company had filed a fresh application with the Stock
Exchanges and SEBI. After receipt of NOC's from Stock
Exchanges the Company submitted the same to the
Hon'ble National Company Law Tribunal, Mumbai Bench
("NCLT") for approval. The NCLT vide its order dated May
29, 2025, has accorded its approval to the Scheme under
section 230 to 232 and other applicable provisions of the
Act read with the relevant Rules framed thereunder. The
copy of the said order has been filed with the Registrar
of Companies, Mumbai on June 23, 2025. The appointed
date of the Scheme is April 1, 2024.

Upon the scheme coming into the effect the Company
shall without any further application, act, instrument or
deed, issue and allot 6 (Six) fully paid equity shares of
? 5/- (Rupees Five only) each for every 1 (One) fully paid
equity share of ? 10/- (Rupees Ten only) each held by the
shareholders (excluding the Transferee Company) in the
Transferor Company, whose names appear in the register
of members of the Transferor Company on the Record
Date i.e. June 25, 2025. As part of the Scheme, the shares
held by the Company in the Transferor Company shall
stand cancelled.

ii) Change in status of Epavo Electricals Private Limited
from Joint Venture Subsidiary Company to Joint Venture
Company:

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

iii) Acquisition of stake in Tefabo Product Private Limited
and making it a subsidiary of the Company:

During the year under review, the Board of Directors of
the Company, at its meeting held on October 14, 2024,
approved the acquisition of 60% of the paid-up share
capital of Tefabo Product Private Limited ("Tefabo"),
based on the recommendation of the Audit Committee.

Subsequently, the Company executed a Share Purchase
Agreement ("SPA") and a Shareholders' Agreement
("SHA") on November 07, 2024, to give effect to the
said acquisition. Pursuant to the execution of these
agreements, Tefabo Product Private Limited became a
subsidiary of the Company.

Further the Board of Directors at its meeting held on May
29, 2025 have approved an additional acquisition of 4%
stake in Tefabo thereby increasing the stake of Company
from 60% to 64% of the paid-up share capital of Tefabo.

iv) Setting up of new manufacturing facility / plant at
Rajasthan:

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

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

CREDIT RATINGS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

SUBSIDIARY AND JOINT VENTURES

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

During the year under review, Epavo Electricals Private Limited
ceased to be a subsidiary of the Company and continued as
a joint venture. Further Tefabo became a subsidiary of the
Company. The details of same are mentioned in section "Key
Business Developments during the year under review"above.

During the year, the Board of Directors reviewed the affairs of
the joint ventures and subsidiary. Pursuant to the provisions
of Section 129(3) of the Act and other applicable provisions
of the Act read with the rules issued thereunder and the
Listing Regulations, the revised Consolidated Financial
Statements of the Company have been prepared in the same
form and manner as mandated by Schedule III to the Act
and are in accordance with the applicable Ind AS. Further in
accordance with Rule 5 of the Companies (Accounts) Rules,
2014, a separate statement containing the salient features
of the financial statements of its subsidiary and joint venture
companies in Form AOC-1, forms part of the said revised
Consolidated Financial Statements. The said form also
highlights the financial performance of the subsidiary and
joint venture Companies included in the revised consolidated
financial statements of the Company pursuant to Rule 8(1) of
the Companies (Accounts) Rules, 2014.

The revised Consolidated Financial Statements together with
the Auditor's report forms part of this Annual Report. Further,
in accordance with Section 136 of the Act, the revised Audited
Financial Statements, including the revised Consolidated
Financial Statements and related information of the Company
and separate Audited Financial Statements in respect of
its subsidiaries are available on Company's website at
www.rrshramik.com.

Pursuant to the Listing Regulations, the Company has
formulated a policy for determining its material subsidiaries.
The said policy is available on the website of the
Company at https://www.rrshramik.com/investor/corporate-
governance/.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company occurring
between the financial year ended March 31, 2025, to which
the financial statements relate and the date of this report.
Further there has been no change in the nature of business
of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

• Shri Ashok Kumar Goel (DIN: 00025350) appointed as
an Additional Non-Executive Independent Director of
the Company for a period of five (5) years from August
03, 2024 to August 02, 2029. The shareholders of the
Company approved the appointment of Shri Goel as an
Independent Director of the Company at the AGM held
on September 03, 2024. Shri Goel is registered in the
data bank maintained by the Indian Institute of Corporate
Affairs ("IICA") and is exempted from appearing the
proficiency test conducted by IICA and confirms to the
criteria of independence prescribed under the Act and the
Listing Regulations.

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

Further the Board of Directors based on the recommendations
of the Nomination and Remuneration Committee and Audit
Committee at their meetings held on May 29, 2025 and June
23, 2025 have approved below changes:

• Shri Hemant Mahendrakumar Kabra (DIN: 01812586)
stepped down from the position of President and Chief
Financial Officer (Executive Director) of the Company
w.e.f. close of business hours of May 31, 2025 and
has been appointed as Joint Managing Director of the
Company for a period of five (5) years w.e.f. June 01,2025
subject to approval of the Members of the Company.

• Shri Rajeev Maheshwari has been appointed as Chief
Financial Officer ("CFO") of the Company w.e.f. June 01,
2025.

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

• Shri Sanjay Agarwal (DIN: 10318163) appointed as an
Additional Non-Executive Independent Director of the
Company for a period of five (5) years from June 01,2025
subject to approval of the Members of the Company. Shri
Agarwal is registered in the data bank maintained by
the Indian Institute of Corporate Affairs ("IICA") and is
exempted from appearing the proficiency test conducted
by IICA and confirms to the criteria of independence
prescribed under the Act and the Listing Regulations.

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

The Company has received necessary declarations from all the
Independent Directors confirming that they meet the criteria of
independence as laid down in Section 149(6) of the Act, along
with the Schedule and Rules made thereunder and Regulation
16(1)(b) of the Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties
with an objective independent judgement and without any
external influence. Further, they have complied with the Code
for Independent Directors prescribed under Schedule IV of the
Act and they have registered themselves with the Independent

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

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

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of the Company:

i) Shri Mahendrakumar Rameshwarlal Kabra, Managing
Director

ii) Shri Hemant Mahendrakumar Kabra, Joint Managing
Director

iii) Shri Rajeev Maheshwari, Chief Financial Officer

iv) Shri Saurabh Gupta, AGM - Company Secretary

During the year under review, i.e. 2024-25, there have been no
changes in the Key Managerial Personnel of the Company.
Post March 31, 2025, Shri Hemant Mahendrakumar Kabra
stepped down from the position of President and Chief
Financial Officer (Executive Director) of the Company w.e.f.
close of business hours of May 31, 2025 and has been
appointed as Joint Managing Director of the Company and
Shri Rajeev Maheshwari has been appointed as new Chief
Financial Officer (CFO) of the Company w.e.f June 01, 2025.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS
COMMITTEES

Meetings of the Board and its Committees are held at regular
intervals to discuss and decide on the various business
policies, strategies, financial matters and other businesses.

The Board of Directors held Seven (7) meetings during the
financial year under review. The particulars of the meetings
of the Board and its Committees held during the year under
review and the attendance of each Director / Member are
stated in the Corporate Governance Report, which forms part
of this Annual Report.

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

COMMITTEES OF THE BOARD

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

The details relating to the composition of the Committees,
including its terms of reference, powers, details of meetings
held during the year and attendance of Members etc. of
relevant Committees are provided in the Corporate Governance
Report, forming part of this Annual Report and it is in line with
the provisions of the Act and the Listing Regulations.

Further, the Board has accepted all the recommendations
made by the Committees during the year.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Pursuant to the requirements of the Listing Regulations, all the
Independent Directors are familiarized with the operations and
functioning of the Company at the time of their appointment
and further the Company has put in place framework for a
structured induction and familiarization programmes for all its
Directors, including the Independent Directors on an ongoing
basis to familiarize them with the business and operations
of the Company, new initiatives, regulatory updates, nature
of the industry in which the Company operates, their roles,
rights, duties and responsibilities vis-a-vis the Company, etc.
Periodic presentations are made at the Board meetings on
business and performance updates of the Company including
Finance, Marketing, Human Resource, developments in
Information Technology, adoption of new technologies, an
overview of business operations of subsidiary, etc by the
respective Functional Heads.

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

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

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

The annual performance evaluation of the Board, its
Committees and each Director including the Chairman
has been carried out for the financial year 2024-25 in
accordance with the framework. The Independent Directors
at their separate meeting reviewed the performance of:
Non-Independent Directors, the Board as a whole and the
Chairman of the Company after taking into account the inputs
from Executive Directors and Non-Executive Directors. The
Directors also discussed the quality, quantity and timeliness
of flow of information between the Company management
and the Board that is necessary for the Board to effectively
and reasonably perform the duties.

The details of the evaluation process of the Board, its
Committees and of Individual Directors, including Independent
Directors have been provided under the Corporate Governance
Report which forms part of this Report.

APPOINTMENT OF DIRECTORS AND REMUNERATION
POLICY

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

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

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

Employees Stock Option Scheme (ESOP)

The Employee Stock Option Scheme of the Company titled
RRWL Employee Stock Option Plan 2023" ("the plan / ESOP
Scheme") was implemented in the financial year 2023-24.
During the financial year 2024-25, there had been no change
in the ESOP Scheme of the Company and the same is in
compliance with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ('the SBEB Regulations').

The disclosure under Regulation 14 of the SBEB Regulations
is available on Company's website and can be accessed at
https://www.rrshramik.com/investor/annual-reports/.
Further, pursuant to Regulation 13 of the SBEB Regulations,
a certificate from M/s. Khanna & Co., Secretarial
Auditors of the Company, stating that the ESOP Scheme
has been implemented in accordance with the SBEB
Regulations and in accordance with the resolutions
passed at the general meeting of the Company, shall
be placed before the Members at the ensuing AGM
and is available on the website of the Company at
https://www.rrshramik.com/investor/annual-reports/.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134 of the Act, with
respect to Directors' Responsibility Statement, the Board of
Directors, to the best of their knowledge and ability, confirm
that:

a) in the preparation of the revised annual accounts for
the financial year ended March 31, 2025, the applicable
accounting standards have been followed and there are
no material departures from the same;

b) they have selected such accounting policies and applied
them consistently and made judgements and estimates
that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company as at
March 31,2025 and of the profit of the Company for the
year ended on that date;

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

d) they have prepared the revised annual accounts for the
financial year ended March 31, 2025 on a going concern
basis;

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

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

CORPORATE GOVERNANCE

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

The Company is committed to maintain high standards of
good corporate governance practices and adheres to the
Corporate Governance requirements stipulated under the
Listing Regulations. Pursuant to Regulation 34 read with
Schedule V of the Listing Regulations, the Annual Report
contains a separate section on Company's Corporate
Governance practices, together with a certificate from the
Independent Secretarial Auditor, confirming its compliance
with corporate governance norms stipulated in the Listing
Regulations annexed to the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

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

ANNUAL RETURN

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

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

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

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

provides protection to those who avail the mechanism and
also provides direct access to the Chairman of the Audit
Committee. The policy is available on the Company's website at
https://www.rrshramik.com/investor/corporate-governance/.

During the year under review, your Company has not received
any complaints under the vigil mechanism.

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. Details of the composition
of the CSR Committee have been disclosed separately as part
of the Corporate Governance Report, which is a part of this
Annual Report. The CSR committee of the Company inter alia
gives strategic directions to the CSR initiatives, formulates
and reviews annual CSR plan(s) and programmes, formulates
annual budget for the CSR programmes and monitors
the progress on various CSR activities. The Company is
undertaking various CSR programs and initiatives to improve
the quality of life for all communities through integrated and
sustainable development in every possible way at various
locations across India. The brief outline of the CSR policy
of the Company along with the initiatives undertaken by the
Company on Corporate Social Responsibility (CSR) activities,
in accordance with Schedule VII of the Act, during the financial
year 2024-25 are annexed as Annexure-I of this report as per
the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to
time. The CSR Policy of the Company is available at https://
www.rrshramik.com/investor/corporate-governance/.

RISK MANAGEMENT

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

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

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

AUDITORS AND THEIR REPORT'S

(1) Statutory Auditors

M/s. Bhagwagar Dalal & Doshi, Chartered Accountants
(Firm Registration No. 128093W), were appointed as
the Statutory Auditors of the Company by the Board of
Directors at their meeting held on May 23, 2022 on the
recommendations of the Audit Committee. The Members
of the Company at the 30^th AGM held on September 21,
2022, approved their re-appointment for a second term
of 5 (five) consecutive years i.e. from the conclusion
of the 30^th AGM till the conclusion of the 35^th AGM of
the Company to be held in the year 2027. Further, they
have confirmed their eligibility under Section 141 of the
Act and the Rules framed thereunder. As required under
the Listing Regulations, the Statutory Auditors have
also confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered
Accountants of India.

The Audit Reports of M/s. Bhagwagar Dalal & Doshi,
Chartered Accountants on the revised Standalone &
Consolidated Financial Statements of the Company
for the Financial Year 2024-25 are a part of this
Annual Report. Statutory Auditors have expressed
their unmodified opinion on the revised Standalone &
Consolidated Financial Statements and their Reports
do not contain any qualifications, reservations, adverse
remarks or disclaimer.

(2) Secretarial Auditors

M/s. Khanna & Co., Practicing Company Secretaries
(Firm's Unique Identification No. P2014MH032900), were
appointed by the Board of Directors of the Company on
the recommendations of the Audit Committee, as the
Secretarial Auditors to carry out the Secretarial Audit of
the Company for the financial year 2024-25, pursuant
to Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The Secretarial Audit Report
submitted by them in the prescribed Form MR-3 is
attached as Annexure-II to this report and it does not
contain any qualifications, reservations, adverse remarks
or disclaimer.

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

Khanna & Co., Practicing Company Secretaries (Firm's
Unique Identification No. P2014MH032900), subject to
approval from the Members of the Company at the ensuing
AGM, to conduct the secretarial audit of the Company for
one term of five consecutive years, commencing from
April 01,2025 to March 31,2030. The firm has confirmed
their eligibility for the said appointment as per the Listing
Regulations and have also confirmed that they hold a
valid certificate issued by the Peer Review Board of The
Institute of Company Secretaries of India.

(3) Cost Auditors

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

Pursuant to the provisions of Section 148 of the Act,
read with the Companies (Audit and Auditors) Rules,
2014, Members are requested to consider the ratification
of the remuneration payable to M/s. Poddar & Co. for
the financial year 2025-26. The remuneration of Cost
Auditors has been approved by the Board of Directors
on the recommendation of the Audit Committee. The
requisite resolution for ratification of remuneration of the
Cost Auditors by Members of the Company has been set
out in the Notice of ensuing AGM.

APPLICABILITY & MAINTENANCE OF COST RECORDS

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

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.

INTERNAL FINANCIAL CONTROLS

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

COMPLIANCE CERTIFICATE

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

ENVIRONMENT, HEALTH AND SAFETY

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit
Committee for review and approval. Prior omnibus approval
is obtained for Related Party Transactions which are of
repetitive nature. All transactions with related parties, entered
by the Company during the financial year, were in the ordinary
course of business and on an arm's length basis and are in
compliance with the applicable provisions of the Act, Listing
Regulations and as per the policy adopted by the Company on
dealing with Related Party Transactions. Further, during the
year, none of the transactions entered into with related parties
fall under the scope of Section 188(1) of the Act and the
Company has not entered into any contract or arrangement
with related parties which could be considered "material" that
required shareholders' approval under the Act and Regulation
23 of the Listing Regulations and according to the policy of
the Company on materiality of Related Party Transactions.
Accordingly, the disclosure required u/s 134(3)(h) of the Act

and Rule 8(2) of the Companies (Accounts) Rules, 2014 in
Form AOC-2 is not applicable to your Company.

The details of Related Party Transactions as per Indian
Accounting Standards (IND AS) 24 may be referred in the
accompanying Financial Statements, forming a part of this
Annual Report.

In adherence with the requirements of the Listing
Regulations, the Company has adopted a policy for
dealing with Related Party Transactions and the
same is available on the website of the Company at
https://www.rrshramik.com/investor/corporate-governance/
The Company is also submitting the disclosures of Related
Party Transactions on a consolidated basis half yearly
as per Regulation 23 of the Listing Regulations in the
format specified by the SEBI to the Stock Exchanges and
the same can be accessed on the Company's website at
https://www.rrshramik.com/investor/corporate-governance/.
PARTICULARS OF EMPLOYEES

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

DEPOSITS

During the year under review, the Company has not accepted
any deposits within the meaning of Sections 73 and 74 of the
Act read with the Companies (Acceptance of Deposits) Rules
and as such no amount of principal or interest thereon was
unpaid or unclaimed as on March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act have been
disclosed in the Note no. 45 of the revised Standalone
Financial Statements, forming a part of this Annual Report.
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
Your Company is complying with the provisions of all
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

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

OBLIGATION OF COMPANY UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT

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

During the year under review, there was no complaint received
by the Committee constituted under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

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; and

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

During the year under review, there were no significant and/or
material orders, passed by any Court or Regulator or Tribunal,
which may impact the going concern status or the Company's
operations in future.

INDUSTRIAL RELATIONS

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

OTHER DISCLOSURES

(a) No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016
during the year along with their status as at the end of the
financial year is not applicable;

(b) The requirement to disclose the details of difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the
reasons thereof, is not applicable;

(c) There was no revision of financial statements and Board's
Report during the year under review;

(d) The details regarding transfer of unclaimed dividend and
shares to Investor Education and Protection Fund (IEPF)
Authority during the FY 2024-25 is being disclosed in the
Corporate Governance Report forming part of this Annual
Report;

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

ACKNOWLEDGEMENT

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

Your Directors wish to convey their sincere appreciation to all the
Company's employees at all locations for their dedicated efforts,
unstinted commitment, continued contribution and cooperation
to ensure that your Company continues to grow and excel.

Your Directors would also like to take this opportunity to thank
all our esteemed stakeholders of the Company viz. Customers,
Vendors, Dealers, Suppliers, Bankers, Government Authorities
and all other Business Associates, Consultants and other
Stakeholders for their continued support and assistance
extended to the Company and the Management during the year.

For and on behalf of the Board of Directors of
Ram Ratna Wires Limited

Tribhuvanprasad Rameshwarlal Kabra

Chairman
DIN -00091375

Place: Vadodara
Date: June 23, 2025