r r kabel ltd share price Directors report

To,

The Members of R R Kabel Limited

The Directors of the Company are pleased to present the Twenty-Ninth (29^th) Annual Report, together with the Standalone and Consolidated Audited Financial Statements of the Company for the year ended March 31, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys performance during the year as compared with the previous year is summarized below:

		(Rs In Lakhs)
Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	559920	438594
Other Income	3444	4628
Operating profit before Finance Cost, Depreciation, Tax and Extraordinary items	35677	34953
Less: Depreciation and amortization expenses	5963	4609
Finance Cost	4209	2328
Profit before tax	25505	28016
Less: Tax	6612	7042
Profit for the year	18893	20974
Other Comprehensive Income	1523	1645
Total Comprehensive Income	20416	22619

During the year under review, on a standalone basis, the Company recorded net revenue from operations of Rs 5,59,920 Lakhs, higher by 27.66% compared to Rs 4,38,594 Lakhs of the last financial year. The Company recorded a net profit of Rs 18,893 Lakhs during the financial year ended March 31, 2023 against a net profit of Rs 20,974 Lakhs in the previous financial year ended March 31, 2022. The Companys EBITDA stood at Rs 35,677 Lakhs, an increase by 2.07% over the EBITDA of Rs 34,953 Lakhs for the last financial year. The operations and financial results of the Company are further elaborated in the Management Discussion and Analysis Report.

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profit for financial year ended March 31, 2023 appearing in the Statement of profit and loss.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

DIVIDEND

Your directors are pleased to inform you that the Board has declared a dividend of Rs 4.50 per Equity Share of Rs 5 each and Rs 18 per Compulsory Convertible Preference Share of Rs 1080.33 each, at their meeting held on August 14, 2023, subject to the approval of shareholders. An amount of Rs 4998 Lakhs shall be paid out of net profit for the year ended March 31, 2023, towards the dividend, if declared. The necessary resolutions in this regard have been proposed for the approval of the members at the ensuing Annual General Meeting ("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.

INITIAL PUBLIC OFFER (IPO)

The Board at its meeting held on March 16, 2023, approved the initial public offering of equity shares bearing face value of ^5 each, comprising a fresh issue of such number of Equity Shares aggregating up to ^2,250.00 million and an offer for sale of up to 17,236,808 Equity Shares by certain selling shareholders of the Company subject to approval of members of the Company. The members of the Company by a special resolution passed at the extra ordinary general meeting held on March 20, 2023, approved the aforesaid offer and issuance of equity shares through the Initial public offering. The company has filed Draft Red Herring Prospectus (DRHP) on May 6, 2023, with Securities Board of India (SEBI).

SHARE CAPITAL

Authorised Capital

The Authorized Capital of the Company is ^4,75,18,59,437 (Rupees Four Hundred and Seventy-Five Crores Eighteen Lakhs Fifty-Nine Thousand Four Hundred and Thirty Seven) divided into 12,00,00,000 (Twelve Crores) Equity Shares of Rs 5/- (Rupees Five only) each and 38,43,140 (Thirty-Eight Lakhs Forty-Three Thousand One Hundred and Forty) Preference Shares of Rs 1080.33/- (Rupees One Thousand Eighty and Thirty-Three Paise only) each.

During the year under review:

The face value of Equity Share of the Company has been sub-divided from the existing Rs 10/- (Rupees Ten only) per equity share to of Rs 5/- (Rupees Five only) per equity share.

The Authorised Share capital of the Company has been increased from Rs 4,72,18,59,437/- (Rupees Four hundred and seventy-two crores eighteen lacs fifty-nine thousand four hundred and thirty seven) to Rs 4,75,18,59,437/- (Rupees Four hundred and seventy-five crores eighteen lacs fifty-nine thousand four hundred and thirty-seven) by creation of additional 60,00,000 Equity Shares having face value of Rs 5 each amounting to ^3.00 Crores.

Issued, Subscribed and Paid-up Capital

The paid up capital of the Company stands at Rs 463,03,40,916.20 (Rupees Four hundred and sixty-three crore three lakhs forty thousand nine hundred sixteen and twenty paisa only), which comprises of 9,56,96,296 (Nine crore fifty six lakhs ninety-six thousand two hundred ninety-six) Equity Shares of Rs 5/- (Rupees Five only) each and 38,43,140 (Thirty-eight lakhs forty-three thousand one hundred and forty) Preference Shares of ^1080.33/- (Rupees One thousand eighty and thirty-three paise only) each.

During the year under review, Company has sub-divided the face value of Equity shares from Rs 10/- per Equity Share to Rs 5/- per Equity Share and post that issued bonus shares in the ratio of 1 Equity share for every 1 Equity Share each of having face value of Rs 5/-, held in the Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

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

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

The 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 IndAs - 27 (Standard on Consolidated Financial Statements) read with IndAs - 21 (Standard on Financial Reporting of Interests in Joint Ventures), the consolidated financials of the Joint Venture have been presented. The details in Form AOC 1 pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 are set out in the financial statement forming part of this Report and the said form highlights the financial performance of the joint- venture entity.

CREDIT RATING OF THE COMPANY

India Ratings and Research (Ind-Ra) has affirmed Companys (RRKL) Long-Term Bank Facilities at IND AA- Rating and Short-Term Bank Facilities at IND A1+ Rating. The outlook for both facilities is Stable.

CHANGE IN NATURE OF BUSINESS

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

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

• DIRECTORS & KEY MANAGERIAL PERSONEEL (KMPs)

• Composition

• The company has a total of eight Directors including an Executive Chairman. Out of eight Directors, three are executive directors and five are non-executive directors including one- woman director.

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

• Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act read along with the rules framed thereunder and Regulation 16(1)(b) of Listing Regulations. Further, during the financial year ended March 31, 2023, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

• Directors retiring by rotation

As per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year. Shri Shreegopal Rameshwarlal Kabra (DIN: 00140598) retires by rotation 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 Shreegopal Rameshwarlal Kabra (DIN: 00140598) along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on general meetings is provided separately by way of Annexure to the Notice convening the 29th AGM of the Company as per Regulation 1.2.5 of Secretarial Standard 2.

• Resignation of Directors and Key Managerial Personnel (KMP):

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

Name of Director/KMP	DIN/PAN	Designation	Date of Resignation
Shri Ashok S. Loya	00136619	Whole-time Director	September 20, 2022 (ceased to a director due to sudden demise)
Shri Mahhesh Tribhuvanprasad Kabra	00137796	Whole-time Director	December 16, 2022
Shri Sumeet Mahendrakumar Kabra	01751282	Whole-time Director	December 16, 2022
Smt. Kirtidevi Shreegopal Kabra	00150796	Whole-time Director	December 16, 2022
Shri Sanjay Narnarayan Taparia	01812564	Whole-time Director	December 16, 2022
Shri Kannan Ramamirtham	00227980	Independent Director	December 16, 2022
Shri Puneet Bhatia	00143973	Director	December 16, 2022
Shri Rajesh Babu Jain	06959083	Whole-time Director	December 16, 2022
Shri Rajeev Pandiya	AHBPP2528C	Chief Financial Officer	August 23, 2022

Shri Mukund Manohar Chitale (DIN: 00101004), Independent Director of the Company, resigned with effect from April 29, 2023.

• Appointment/Re-appointment of Directors and Key Managerial Personnel (KMP):

During the year under review, following Directors and Key Managerial Personnel have been appointed by the Company:

Name of Director/KMP	DIN/PAN	Designation	Date of Appointment
Shri Bhagwat Singh Babel*	01476935	Independent Director	August 24,2022
Shri Vipul Sabharwal*	03429263	Independent Director	August 23,2022
Smt. Jyoti Davar*	09757889	Independent Director	December 16, 2022
Shri Dinesh Aggarwal	AAAPA0355L	Chief Executive Officer	December 16, 2022
Shri Rajesh Babu Jain	ABJPJ2458F	Chief Financial Officer	August 24,2022

*Members at the Annual General Meeting held on September 22, 2022 approved the reappointment of Shri Bhagwat Singh Babel as an Independent Director for second term w.e.f August 24, 2022 and appointment of Shri Vipul Sabharwal as an Independent Director w.e.f. August 23, 2022.

Members at the 1st /2022-23 Extra Ordinary General Meeting held on March 20, 2023 approved the appointment of Smt. Jyoti Davar as an Independent Director w.e.f. December 16, 2022.

Members at the 2nd /2023-24 Extra Ordinary General Meeting held on April 29, 2023 approved the appointment Shri Ramesh Chandak as an Independent Director w.e.f. April 29, 2023.

• Familiarization Program

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarisation Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, factory visit, Amendments in law and Companys codes & policies.

• Annual Compliance Affirmation

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

BOARD MEETINGS HELD DURING THE YEAR

During the financial year 2022-23, eight (8) meetings of the Board of Directors were held on June 22, 2022, August 23, 2022, September 30, 2022, December 16, 2022, February 13, 2023, March 16, 2023, March 20, 2023 and March 30, 2023 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 which is attached as Annexure D to this Report.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on March 30, 2023, 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.

BOARD EVALUATION

In terms of provisions of the Companies Act, 2013 read with the rules thereunder, the Board of Directors have evaluated the effectiveness of the Board / Director (s) for the financial year 2022- 23. The Board has 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 Board.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of sections 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2023, and of the profit of the Company for March 31,2023;

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 year ended on March 31,2023 have prepared on a Going Concern basis.

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

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

COMMITTEES OF THE BOARD

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

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The composition of all the above Committees, brief terms of reference, number of meetings held, their dates and attendance of members at each of the Committee meetings, during the financial year ended March 31, 2023 and other details have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company. There has been no instance during the year where the recommendations of the Committees were not accepted by the Board.

• Audit Committee

The Audit Committee was reconstituted on December 16, 2022 as below:

• Shri Mukund Manohar Chitale- Chairman,

• Shri Bhagwat Singh Babel- Member,

• Shri Vipul Sabharwal- Member,

• Shri Mitesh Daga- Member,

• Shri Shreegopal Rameshwarlal Kabra- Member,

Further the committee was reconstituted on April 29, 2023 and Shri Ramesh Chandak was appointed as the Chairman. The committee was reconstituted again on May 3, 2023 and currently, the Committee comprises of the following:

• Shri Ramesh Chandak- Chairman

• Shri Bhagwat Singh Babel- Member

• Shri Vipul Sabharwal-Member

• Shri Mitesh Daga- Member

During the year under review, four meetings of the Audit Committee were held on June 22, 2022, August 22, 2022, December 15, 2022 & March 30, 2023 to perform their duties in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. During the period under review, the Company has adhered to the broad framework laid down by the following policies:

a. Vigil Mechanism Policy

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

b. Policy on Related Party Transactions

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

The Company has formulated a policy on Related Party Transactions. The policy adopted by the Board is also available on the website of the Company at www.rrkabel.com .

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

• Stakeholders Relationship Committee

In compliance with the provisions of section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Board has constituted a "Stakeholders Relationship Committee" on April 29, 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.

• Nomination and Remuneration committee

The Nomination and Remuneration Committee was reconstituted on December 16, 2022 as below:

• Shri Mukund Manohar Chitale- Chairman

• Shri Vipul Sabharwal- Member

• Shri Bhagwat Singh Babel- Member

• Shri Mitesh Daga- Member

• Shri Tribhuvanprasad Rameshwarlal Kabra- Member

Further the committee was reconstituted on April 29, 2023 and Shri Ramesh Chandak was appointed as the Chairman. Presently the committee comprises of the following:

• Shri Ramesh Chandak- Chairman

• Shri Bhagwat Singh Babel- Member

• Shri Vipul Sabharwal- Member

• Shri Mitesh Daga- Member.

During the year seven meetings of the Committee were held on June 22, 2022, August 22, 2022, September 30, 2022, December 15, 2022, February 13, 2023, March 16, 2023 and March 20, 2023 to perform the duties in accordance with the provisions of the Companies Act, 2013 and regulation 19 of Listing Regulations.

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of the Companies Act 2013 is given on the website of the Company at https://www.rrkabel.com .

• Corporate Social Responsibility (CSR) Committee

The Committee was reconstituted on December 16, 2022 with the following members:

• Shri Bhagwat Singh Babel- Chairman

• Shri Mahendrakumar Rameshwarlal Kabra- Member

• Shri Mitesh Daga- Member.

During the year three meetings of the Committee were held on June 22, 2022, December 15, 2022 & February 13, 2023 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 at www.rrkabel.com .

The CSR activities and initiatives undertaken by your Company during the financial year 2022-23 have been detailed in Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as set out in Annexure B to this Report.

• Risk Management Committee

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

• Shri Tribhuvanprasad Rameshwarlal Kabra-Chairman,

• Shri Bhagwat Singh Babel- Member

• Shri Dinesh Aggarwal- Member.

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 organisation. The Risk Management Policy is available on Companys website at https://www.rrkabel.com .

AUDITORS AND THEIR REPORT

• STATUTORY AUDITORS

M/s BSR & Co. LLP, Chartered Accountants, (Firm Registration number 101248W/W-100022) were appointed as Statutory Auditors of the Company, to hold office from the conclusion of 24^th Annual General Meeting till the conclusion of the 29^th Annual General Meeting, at the Annual General Meeting held on September 29, 2018. As the current tenure of the Statutory Auditor expires at the conclusion of the ensuing Annual General Meeting, the Board of Directors of the Company have recommended the re-appointment of the retiring auditor for the second term of five years beginning from the conclusion of this ensuing Annual General Meeting till the conclusion of the 34^th Annual General Meeting of the Company, subject to approval of shareholders.

The resolutions seeking the shareholder approval for the re-appointment of the statutory auditors for another term of five years has been included in the notice of the ensuing AGM.

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 March 31, 2023. 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 March 31, 2023.

• 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 March 31, 2024. In accordance with the provisions of Section 138 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors shall be ratified by the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the AGM.

• MAINTENANCE OF COST RECORDS

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

• SECRETARIAL AUDITORS

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

> COMPLIANCE WITH SECRETARIAL STANDARDS

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

CORPORATE GOVERNANCE

The Company is committed to balancing the interests of the Companys many stakeholders, such as shareholders, senior management executives, customers, suppliers, financiers, the government, and the community. In keeping with the philosophy of the Company and, in view of the proposed listing of the equity shares of the Company, a Corporate Governance Report as per Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, to the extent applicable, is included in the Director Report as Annexure D.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34(2)(e) of Listing Regulations, read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this Report as Annexure - E.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023, is available on the Companys website and can be accessed at https://www.rrkabel.com .

REMUNERATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL/ EMPLOYEES

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

However, in accordance with the provisions of the second proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company excluding the aforesaid information. The aforesaid information is available for inspection by the members upto the date of the ensuing AGM on all working days, except Saturdays, during working hours at the Registered Office of the Company. Any Member interested in obtaining such information may write to the Company Secretary.

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

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

PUBLIC DEPOSITS

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

LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2022-23, the Company has not given any loans or provided any security under the provision of Section 186 of the Act. The Company has however and provided guarantees in respect of loans taken by the Companys dealers under channel financing facility from banks.

The details are provided in Note: 3A,3B and 39 of the Notes to Financial statements for the year ended March 31, 2023.

INTERNAL AUDIT

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

Adequacy Financial Control

Your Company has effective internal control and risk-mitigation system, which is 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 actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

ENVIRONMENT, SAFETY AND HEALTH

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 through active participation and celebration of several events on a continuing basis. These include National Road Safety Week and National Safety week.

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 6 S.

Environmental initiatives include observance of Earth Day, World Water Day, and World Environment Day. 3 R has 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 to not only 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.

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

The Company has in place a policy for the prevention of sexual harassment policy in line with the requirement of the Sexual Harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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, one complaint was received by the Company and the same has been appropriately addressed and closed.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators, Courts or Tribunals that would impact the "Going Concern" status of the Company and the Companys operations in the future.

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

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

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

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

The board has approved to grant further stock options under RRKL ESOP 2020 to Shri Satishkumar Agarwal in board meeting dated March 16, 2023 and the members have approved the new ESOP scheme named RR Kabel Employee Stock Option Plan 2023 (RRKL ESOP 2023) at the extraordinary general meeting on March 20, 2023. The board has approved to grant stock options under RRKL ESOP 2023 to Shri Dinesh Aggarwal in board meeting dated March 20, 2023

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

Particulars	For the Year ended March 31, 2023	For the Year ended March 31, 2022
	No. of Options*	No. of Options
Outstanding at the beginning of the year (A)	4,81,520	64,796
Add - Granted during the year (B)	44,480	1,20,380
Less- Forfeited / Cancelled / Laps during the year (C)	2,14,800	64,796
Less - Exercise During the year (D)	Nil	0
Outstanding at the end of the year (E) = (A+B-C-D)	3,11,200	1,20,380

*During the Financial Year 2022-23, ESOP SCHEME 2020 has been revised to provide for the sub- division in the face value of Equity Shares of the Company and issue of Bonus Equity shares.

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

Particulars	For the Year ended March 31, 2023	For the Year ended March 31, 2022
	No. of Options	No. of Options
Outstanding at the beginning of the year (A)	0	NA
Add - Granted during the year (B)	1,11,120	NA
Less- Forfeited / Cancelled / Laps during the year (C)	0	NA
Less - Exercise During the year (D)	0	NA
Outstanding at the end of the year (E) = (A+B-C-D)	1,11,120	NA

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

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

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

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

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

ACKNOWLEDGEMENTS

Your Directors wish to record their deep sense of appreciation for the significant contribution made by the employees of the Company at each level, through their dedication, hard work and commitment. Our employees at all levels have been core to our existence and their hard work, cooperation and support are helping the company to face all challenges. Our Company is always grateful for their efforts. The Board places on record its appreciation for the continued cooperation and supports extended to the Company by various Banks. The Board wishes to express its grateful appreciation for the assistance and cooperation received from Vendors, Customers Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

	For and on behalf of the Board of Directors
	Tribhuvanprasad Rameshwarlal Kabra
	Executive Chairman
	DIN: 00091375
Date: August 14, 2023
Place: Mumbai