The Directors present the Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss and other financial statements of RSWM Limited for the year ended March 31, 2025.

Your Company's performance during the year 2024-25 is summarized below:

(Rs in Crore)

The particulars of the meetings held during the year along with the details regarding the meetings attended by the Directors form part of the Corporate Governance Report.

The composition of the Board and its committees is in the report on Corporate Governance.

Keeping in view the financial position of the Company during the financial year under review, your directors do not recommend any dividend on the equity shares of the Company for the year ended the March 31, 2025.

No amount is proposed to be transferred to General Reserve. The amount of C 741.30 Crore has been carried over to next year.

Your Directors have adopted the Dividend Distribution Policy in line with the Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same forms part of this Annual Report and is also available on the website of the Company.

Your Directors present the operational performance of your Company for the financial year ended 31st March, 2025. Your Directors inform the members that during the financial year under review, the uncertain business conditions prevailed throughout the year and as a result the Company's operations could not remain profitable during the financial year. Though your Company was able to mitigate the losses in the second half of the financial year due to various cost control measures adopted by the Company and slight improvement in business conditions in the second half of the financial year. Your Directors inform the members that some signs of recovery were visible towards the end of the financial year giving hopes of better performance in the next financial year. Globally the markets were impacted by continuation of recessionary trends in the US and the West Europe, ongoing Russia-Ukraine war, outbreak of war in Israel region, disturbance in Gulf Countries etc. Domestic markets were also under pressure owing to excess capacity, higher input costs and lower margins. However, your Directors are pleased to inform the members that your Company focused on strict cost control measures and restricting non-essential capex. Your Company also operated on optimum capacity as and when it was felt necessary in order to minimize its losses. Your Company as part of the regular exercise also focused on realizing its outstanding dues and also to keep its inventories lower to the extent possible. Yours Directors inform the members that they had drawn up plans for the improvement in the operations of the Company in the next year and are hopeful of achieving better performance in the coming years.

Your Company recorded a turnover of C4825.29 Crore as against a turnover of C4057.20 Crore recorded in the previous year. This includes the full year operations of the Chhata Unit acquired last year and Kapaas Unit at Lodha, Banswara. However, in view of the business conditions explained above, the operating profit of the Company increased to C 232.79 Crore from C131.65 Crore recorded in the previous year. Profit before depreciation also increased toC 97.50 Crore against C 39.52 Crore recorded in the previous year and the profit after tax decreased to C (41.28) Crore against C 34.92 Crore in the previous year.

The analytical review of the Company's performance and its businesses, including initiatives in the areas of human resources and information technology, has been presented in the section on Management Discussion and Analysis of the Annual Report.

Working results of last three financial years 2022-23 to 2024-25 are given in Annexure I and form part of this report.

Your Directors inform the members that during the year under review the Company did not incur any major capital expenditure apart from normal capex for repairs and maintenance of Machinery and equipments and bolstering the renewable source of energy comprising installation of solar panel and agro based fuel boilers. Your Directors further inform that an outlay of C 128.95 Crore was incurred as capital expenditure on Modernisation and Balancing Equipments across all locations during FY24-25. Your Directors have also discarded some of the very old equipment at Kharigram Unit and shifted some machinery from Chhata Unit to Kharigram Unit as part of balancing of equipment to optimize the operations at both the Units.

Your Directors inform the members that the Company had initiated the capital expenditure of upto C 740 crore in the State of Jammu & Kashmir. However due to the current business conditions and prevailing geopolitical conditions the work on these projects has not progressed. Moreover, it is relevant to mention here that the entire viability of this project is based on incentive approval by the State Government which is yet to be received by the Compnay.

Your Directors are in process of drawing up the modernisation needs across the Units and would take up necessary steps as and when the situation improve.

Your Directors is holding 100% shareholding in M/s. BG Wind Power Limited (BGWPL) and therefore it had been wholly owned subsidiary of your Company. Your Directors inform the members that the Company had been receiving wind power supply from BGWPL for its various Units. Your Directors inform the members that all the wind mills had been generating power throughout the year under review and the Company had been receiving the supply of long term uninterrupted clean power from the operations.

Your Directors in their previous report had informed the members that upon review of the status of investment by the Company in Bhilwara Energy Limited (BEL), they were of the opinion that continuation of Shri Riju Jhunjhunwala as a representative of the Company on the Board of BEL was no longer necessary in view of growth in BEL, and arrangement whereby Shri Riju Jhunjhunwala was nominated to represent the Company on the Board of BEL was brought to an end and therefore BEL ceased to be an Associate of the Company in the previous year.

Your Directors in their previous reports had been mentioning about the investment of the Company in M/s. LNJ Skills & Rozgar Private Limited which is involved in skill development related activities. Your Directors inform the members that during the year under review, your Company continued to hold 47.30% of total shareholding in LNJ Skills & Rozgar Private Limited at an investment of C11.80 Crore and therefore it is continuing as Associate of your Company. Your Directors feel pleasure that by virtue of this investment, your Company had been continuing to contribute its bit in enhancing the skill levels of manpower of our country.

A statement containing the salient features of the financial statements of M/s. BG Wind Power Limited and M/s. LNJ Skills & Rozgar Private Limited is annexed as Annexure II in the prescribed format in Form AOC-1.

Your Company has contributed an amount of Rs 455.51 Crores in terms of taxes and duties to the Exchequer.

Your Directors feel pleasure to inform the members that your Company has been on the forefront to fulfil its obligation towards the society at large and accordingly made its contribution in various activities viz. sanitation and safe drinking water, providing food for needy, eradicating poverty and malnutrition, promoting education, skills development, empowering women, ensuring environmental sustainability, ecological balance, protection of national heritage, help to armed forces veterans and promotion of rural sports etc. During the financial year 2024-25, your Company has incurred Rs 1.77 Crore on account of CSR activities which includes health care, sanitation & safe drinking water Rs 1.48 Crore and promoting education, skills development Rs 0.29 Crore.

Your Directors inform the members that the Corporate Social Responsibility Committee comprising of Shri Arun Churiwal, Shri Riju Jhunjhunwala and Shri Surya Kant Gupta monitors the expenditure incurred on the CSR activities and formulate an Annual Budget for these activities. Your Directors also review the progress periodically.

The Annual Report on CSR initiatives undertaken by the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure III forming part of this report.

Your Directors inform the members that your Company endeavors to look continuously for energy conservation measures in all areas of operation across its various Units. Similarly, your Company endeavors to lookout for up- gradation and absorption of technology. Your Company also spends continuously on Research and Development. Your Directors are glad to inform the members that your Company is a net foreign exchange earner. The relevant details as required to be disclosed with respect to Energy Conservation, Technology absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure IV forming part of this report.

In terms of Companies Act, 2013 as amended, the Annual Return is available on the website of the Company at the following link: https://rswm.in/investors-relations/disclosure-under-regulation-46/annual-return/

Shri Riju Jhunjhunwala and Shri Shekhar Agarwal, Directors retire by rotation and being eligible offer themselves for reappointment.

Your Directors inform the members that Shri Brij Mohan

Sharma who was reappointed as Joint Managing Director with effect from 7th August, 2024 and whose reappointment was approved by the members at the previous Annual General Meeting held on 13th September, 2024 by Special Resolution expressed his desire to be relieved from whole time engagement with the Company and accordingly resigned from the services of the Company effective from 31st March, 2025. However, Shri Brij Mohan Sharma will continue to act as Non Independent and Non-Executive Director of the Company, liable to retire by rotation, with effect from 1st April, 2025.

Your Directors also take this opportunity to inform the members that Shri Rajeev Gupta was co-opted on the Board as an Additional Director and was also designated as Joint

Managing Director with effect from 12th February, 2025 and his appointment as Joint Managing Director was approved by the members through the Postal Ballot on 22nd March, 2025. Shri Rajeev Gupta brings with him 30 years of vast experience in the field of strategic leadership in the Textiles.

Your Directors further inform the members that during the year under review Dr. Kamal Gupta and Shri Amar Nath Chaudhary, Independent Directors completed their second consecutive term and therefore ceased to be Directors of the Company. Your Directors place on record its deep sense of appreciation of the services rendered by Dr. Kamal Gupta and Shri Amar Nath Chaudhary during their long tenure.

Your Directors further inform the members that during the year Shri Suman Jyoti Khaitan who was inducted on the Board as an Additional Director in the category of Independent Director with effect from 9^th August, 2024 was appointed as an Independent Director of the Company with effect from 9^th August, 2024 for a term of 5 years by the members at the last Annual General Meeting held on September 13, 2024. Shri Suman Jyoti Khaitan brings with him vast experience in the legal field both domestically and internationally.

Your Directors further inform the members that Shri Sunil Dharamvir Dhawan who was inducted on the Board as an Additional Director in the category of Independent Director with effect from 11th October, 2024 was appointed as an Independent Director of the Company with effect from 11th October, 2024 for a term of 5 years by the members through the Postal Ballot on December 21, 2024 by Special Resolution. Shri Sunil Dharamvir Dhawan brings with him vast experience in the field of textile industry and consultancy.

Similarly, Shri Thomas Varghese who was inducted on the Board as an Additional Director in the category of Independent Director with effect from 12th February, 2025 was appointed as an Independent Director of the Company with effect from 12th February, 2025 for a term of 5 years by the Shareholders through the Postal Ballot on March 22, 2025 by Special Resolution. Shri Thomas Varghese also brings with him over 40 years of rich experience in textile industry.

Your Directors further inform the members that declarations have been taken from the Independent Directors at the beginning of the financial year stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as declaration that they were not debarred from holding the office of the Director pursuant to any order of the SEBI or any such authority.

Your Directors also express their regret for the sudden and untimely demise of Shri Avinash Bhargava, the then Chief Financial Officer on 25th July, 2024. Shri Nitin Tulyani was appointed as Chief Financial Officer with effect from

13th August, 2024. Shri Nitin Tulyani brings with him nearly two decades of working experience across various Industries and fortune 500 companies.

During the year, Shri Riju Jhunjhunwala, Chairman & Managing Director and Chief Executive Officer, Shri B. M. Sharma, Joint Managing Director, Shri Rajeev Gupta, Joint Managing Director, Shri Avinash Bhargava uptil his demise, Shri Nitin Tulyani, Chief Financial Officer and Shri Surender Gupta, Company Secretary have acted as Key Managerial Personnel.

Your Directors inform the members that a Nomination and Remuneration Policy as amended from time to time in view of regulatory changes had been in place for the appointment of Directors and Senior Management and fixation of their remuneration. The Nomination and Remuneration Policy as framed is annexed as Annexure-V and forms part of this report.

Your Directors inform the members that the Nomination and Remuneration Committee as well your Directors endeavor to follow the policy and all appointments at Board and Senior Management are considered at the meetings of the Committee and the Board.

Your Board of Directors, during the financial year under review, carried out annual evaluation of its own performance as well as its Committees and also of the individual Directors in the manner as enumerated in the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was rated satisfactory.

During the year under review, your Company has not accepted any public deposit under Companies Act, 2013.

Details of Loans, Guarantees and Investment is given in the Notes to the Financial Statements at appropriate places.

All contracts/ arrangements/ transactions entered into by the Company during the financial year with the related parties are on arm's length basis and in the ordinary course of business. During the financial year, there were no material contracts or arrangements entered into by the Company with any of the related party. Your Directors draw attention of the members to Note No. 39 to the financial statement, which contain particulars with respect to transactions with related parties.

The policy on dealing with the related party transactions as amended from time to time in view of regulatory changes and as approved by the Board of Directors is disclosed on the website of the Company under the following link: https://rswm.in/pdf/policy/Related_Party_ Transaction_Policy.pdf

During the year under review, no significant orders were passed by the Regulators or Courts.

Your Directors inform the members that as part of its Risk Management framework a detailed Risk Management Policy had been framed in line with Securities and Exchange Board of India (SEBI) stipulations along with the framework for identification of internal and external risks faced by the Company as well as measures for risk mitigation including systems and processes for internal control of identifiedrisks. Your Directors inform the members that they periodically review the risks associated with the business which can threaten the prospects of the Company along with the measures for mitigation of such risks.

Your Directors further inform that the Risk Management Committee met periodically to monitor, review and evaluate the identifiedrisks as per Enterprise Risk Management Policy and exercise measures to mitigate the same, if needed.

Your Directors inform the members that your Company has always emphasized a strong control and review mechanism and accordingly has put in place strong internal control systems which commensurate with the size of the Company and ensure that all assets are properly safeguarded and also that all the information provided to the management is reliable and the obligations of the Company are properly met and adhered to.

As reported in earlier reports, your Directors place the utmost importance on continuous strengthening of internal control systems and inform the members that in pursuit of strengthening internal control systems, your Company has put in place a system whereby all areas of the operations of the Company are reviewed by the internal as well as external professionals and independent audit firms. Your Company continuously take adequate measures with respect to any gaps which are reported. The Audit Committee of your Company regularly monitors the annual operating plans, risk assessment and minimization procedures as well as mitigation plans and discuss reports by the independent audit firms on internal audit findings along with action taken reports on the matters discussed in earlier meetings.

Your Directors endeavor to continuously improve and monitor the internal control systems.

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure VI.

Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure - VII.

Your Directors inform the members that M/s. Lodha & Co. LLP, Chartered Accountants (Firm Registration No.301051E/ E300284), were reappointed as Joint Statutory Auditors of the Company for second term of five years from the conclusion of 61st Annual General Meeting of the Company held on 6th September, 2022 till the conclusion of 66^th Annual General Meeting of the Company in accordance with the provisions of Section 139 of the Companies Act, 2013.

Your Directors also inform the members that M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants (Firm Registration No.000756N/N500441) Joint Statutory Auditors of the Company, who were re-appointed at the 58^th Annual General Meeting of the Company held on 11th September, 2019 for a second term of 5 years completed their second term at the 63rd Annual General Meeting of the Company held on 13th September, 2024 and were not eligible for reappointment pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder.

In view of the above M/s. Lodha & Co. LLP, Chartered Accountants (Firm Registration No.301051E/ E300284) are sole Statutory Auditors of the Company.

The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Auditors' Report does not contain qualification, reservation or adverse remark.

Your Directors, during the year under review, appointed M/s. BGJC & Associates LLP, Chartered Accountants (Firm Registration No.003304N) and M/s. V Sankar Aiyar & Co., Chartered Accountants (Firm Registration No.109208W) to act as the Internal Auditors of the Company for the financial year 2024-25 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

Your Directors, during the year under review, also appointed M/s. Mahesh Gupta & Company, Company Secretaries, Delhi as the Secretarial Auditor of the Company for the financial year 2024-25 pursuant to Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the Financial Year ended March 31, 2025, issued by the Secretarial Auditor, does not contain any qualification, reservation, adverse remark or disclaimer. The said Report is annexed to this Board's Report as Annexure-VIII.

Further in accordance with the amended requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of the Companies Act, 2013 and rules framed thereunder, the appointment of M/s Mahesh Gupta & Co., Company Secretaries (Certificate of Practice No.1999) was approved by the Audit Committee years, commencing andBoard for a term of five from the financial year 2025-26 to 2029-30. The Board has recommended his Appointment for approval of the Members at the ensuing Annual General Meeting (AGM).

A brief profile and other relevant details of M/s Mahesh Gupta & Co., Company Secretaries are provided in the Notice convening the ensuing AGM.

M/s Mahesh Gupta & Co., Company Secretaries has consented to act as the Secretarial Auditor of the Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

Your Directors inform the Members that during the year under review pursuant to Section 148 (1) of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the Company has duly made and maintained the accounts and cost records. In this connection, the Board of Directors of the Company on the commendation of Audit Committee had approved the appointment of M/s. N. D. Birla & Co., Cost Accountants, (Firm Registration No.000028), Ahmedabad as the Cost Auditor of the Company for the year financial year 2024-25.

Your Directors further inform the Members that upon commendation of Audit Committee the Board has re-appointed M/s. N. D. Birla & Co., Cost Accountants, (Firm Registration No.000028), as Cost Auditors of the Company for conducting cost audit for financial year 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for financial year 2025-26 is provided in the Notice of the ensuing Annual General Meeting.

Corporate Governance of Report on Corporate Governance along with the Certificate Auditors M/s. Lodha & Co. LLP, Chartered Accountants (Firm Registration No.301051E/E300284), 12, Bhagat Singh Marg, New Delhi 110001 confirming compliance to conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Annual Report.

Your Directors inform the Members that with the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct, the Company has adopted a Whistle Blower Policy. Policy adopted by the Company contains a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder: https://rswm.in/pdf/policy/Whistle_Blower_Policy.pdf

Management Discussion and Analysis Report as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

In terms of the Regulation 34 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility and Sustainability Report forms part of the Annual Report.

General a) The Company being a Textile Company falls under the prescribed class of Companies and maintain Cost Accounts and Records which are subject to audit conducted by the Cost Auditor.

b) In line with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy framed at Group level and also set up an Internal Complaints Committee (ICC) to deal with any such reported matter. During the year the ICC did not report receipt of any complaint with regard to sexual harassment.

c) The Company is in compliance of all applicable secretarial standards issued by The Institute of Company Secretaries of India from time to time.

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state that: (a) In the preparation of the annual accounts,theapplicable contribution made by accounting standards had been followed along with proper explanation relating to material departures;

(b) They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) They had prepared the annual accounts on a going concern basis; and

(e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Your Directors express their sincere thanks to its Customers, Members, Suppliers, Bankers, Business Partners/Associates, Central and State Governments for their consistent support and co-operation extended to the Company. Your Directors the also acknowledge the significant employees by their sincere and dedicated efforts, hard work and trust reposed on us. We look forward to have the same support in our endeavor to help the Company to grow faster.