Riba Textiles Ltd Directors Report

TO THE SHAREHOLDERS

Dear Shareholder,

On behalf of the Board of Directors, we are pleased to present the Thirty-Seventh Annual Report of your Company, together with the audited financial statements for the year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

Your Companys financial performance for the financial year ended 31st March 2025, is summarized below:

(Rs. In Lacs)

Particulars	2024-25	2023-24
Revenue from Operation	29585.89	24689.43
Other Income	26.73	31.22
Gross Receipts	29612.62	24720.66
Total Expenses	28496.40	23660.38
Profit before Tax	1116.22	1060.28
Tax Expenses	266.26	268.51
Profit after Tax	849.96	791.77
Comprehensive Income	-	-
Total Comprehensive Income	849.96	791.77
Paid up Equity Share Capital	965.29	965.29
Reserves excluding revaluation reserve	8824.35	7974.38
Earnings per share	8.81	8.20

BUISNESS OVERVIEW:

The Company recorded a robust growth in revenue from operations, rising 19.8% year-on-year. Net profit increased to Rs. 849.96 lacs (previous year Rs. 791.77 lacs), reflecting operational efficiency and prudent financial management. No change occurred in the nature of business during the year.

DIVIDEND

The Board has not recommended any dividend for the year, opting to retain earnings to support future growth and expansion.

CAPITAL STRUCTURE

There were no changes in the Companys share capital. No shares, stock options, or convertible instruments were issued during the year.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATES

The Company does not have any subsidiaries, joint ventures, or associate companies. No such entities were added or removed during the year.

FINANCIAL POSITION

As of 31st March 2025, cash and bank balances stood at Rs. 254.09 lacs. The Company maintained strict control over working capital parameters including receivables and inventory.

DEPOSITS

No deposits were accepted under Chapter V of the Companies Act, 2013. The Company remains fully compliant with applicable deposit regulations.

LOANS. GUARANTEES. AND INVESTMENTS

No loans, guarantees, or investments were made under Section 186 of the Companies Act, 2013 during the year.

CREDIT RATING

CRISIL reaffirmed the Companys long-term credit rating of BBB/stable for bank loan facilities amounting to Rs. 94 Crores as of 4th JULY 2025.

REGULATORY AND LEGAL MATTERS

There were no material changes or commitments affecting the Companys financial position post year-end. No significant orders were passed by regulators or courts impacting the Companys going concern status.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a duly constituted CSR Committee and an approved CSR Policy. Details of CSR initiatives are available on the Companys website www.ribatextiles.com and in Annexure II of the Annual Report.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Disclosures under Section 134(3)(m) of the Companies Act, 2013 regarding energy conservation, technology absorption, and foreign exchange earnings/outgo are provided in Annexure I.

INDUSTRIAL RELATIONS

The Company maintained harmonious relations with employees across all levels during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Navnish Mittal (DIN: 07270772) Independent Directors of the Company resigned w.e.f. 01st September, 2025 due to preoccupation and personal commitments. Company has received confirmation from Mr. Navnish Mittal that there are no material reasons for his resignation other than those mentioned in his resignation letter.

Mr. Hari Prakash Sharma (DIN: 11256888) has been proposed to be appointed as Independent Director in the Board Meetng held on 31st August, 2025.

At present, The Board of Directors consists of members, comprising of three independent directors and three promoter directors. Other than above during the year under review, no changes have taken place in the Directors and Key Managerial Personnel.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Amit Garg (DIN: 00202171) Managing Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Mrs. Asha Garg (DIN: 06987609) Chairperson & Whole-time Director, Mr. Amit Garg (DIN No. 00202171), Managing Director and Mr. Nitin Garg (DIN No. 00202179) Whole-time Director, Mr. Rajnish Mittal, Chief Financial Officer and Ms. Neha Dubey, Company Secretary, are the Key Managerial Personnel of the Company.

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and 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 duties with an objective independent judgment and without any external influence. The said declarations were taken on record by the Board after assessing due veracity of the same.

Pursuant to Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014. All Independent Directors of the Company are already registered in Databank and Mr. Navnish Mittal and Mr. Shyam Sunder Miglani is exempted from passing of the proficiency test. However, the other directors including newly appointed Directors are in the process of registration in the same and will also go through the proficiency test in the Independent Directors databank maintained with the Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board of Directors of the Company all Independent Directors possess high integrity expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, are set out as Annexure V & Annexure VI, together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF BOARD MEETING

The Board of Directors met 08 (Eight) times during the year, the details of which are provided in the Corporate Governance Report.

BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and SEBI LODR, 2015, annual evaluation of Board, Independent Directors, Non-Executive Directors, Executive Directors, and Committees was made. Performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as adequacy of its composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of committees, terms of reference of committees, effectiveness of the committee meetings, participation of the members of the committee in the meetings etc.

The Board and the Nomination and Remuneration Committee also carried out evaluation of the performance of individual directors on the basis of criteria such as attendance and effective participation and contributions at the meetings of the Board and its committees, exercise of his/her duties with due & reasonable care, skill and diligence, etc.

In a separate meeting of the Independent Directors of the Company held on 28.02.2025, performance of the non-independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated. The Chairman of the Meeting of the Independent Directors apprised the Board about the evaluation carried by it.

DIRECTORS RESPONSIBILITY STATEMENT

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

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

(b) The directors 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) The directors 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) The directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the financial year 2024-25.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. Details of transactions with related parties as required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure III in Form AOC-2 and forms part of this Report.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website www.ribatextiles.com. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The details pertaining to transaction with person or entity belonging to the promoter/promoter group in the Company is mentioned in the Standalone Financial Statement.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programmes are explained in the Corporate Governance Report.

It can be accessed on Companys website www.ribatextiles.com.

CODE OF CONDUCT:

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

The Company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel. A compliance certificate by the Managing Director is annexed as and forms part of this Annual Report.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy, including vigil mechanism to report genuine concerns of grievances, providing direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the website of the Company http: //www.ribatextiles.com/.

AUDITORS AND AUDITORS REPORT

1. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Ashwani k. Sindwani & co., (Firm Registration No. 021529N), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Thirty fourth AGM of the Company held 2022.

In terms of the provisions of Section 139 (1) of the Companies Act, 2013 the Statutory Auditor has confirmed that they are not disqualified from continuing as Auditor of the Company. The financial statement of the Company for the year 2024-25 is part of Annual Report.

The Auditors Report does not contain any qualification, reservation or adverse remark calling for further explanation. During the year under review, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under Section 143(12) of the Act.

2. SECRETARIAL AUDIT REPORT

M/s KJ & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditor of the Company for a period of 5 consecutive years, commencing from FY 2025-26 to FY 2029-30, at the Board meeting held on May 29, 2025, based on the recommendation of the Audit Committee of Directors, subject to the approval of the Members at the ensuing AGM of the Company. They will undertake secretarial audit as required and issue the necessary secretarial audit report for the aforesaid period in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the Listing Regulations. They have confirmed that their appointment complies with the eligibility criteria in terms of Listing Regulations. The resolution seeking Members approval for their appointment forms part of the Notice.

The Secretarial Audit Report is annexed as Annexure IV.

In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31st March, 2025 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines, by the Company was issued by M/s KJ & Associates, Practicing Company Secretaries and filed with the Stock Exchanges on 30th May, 2025.

The Secretarial Auditors Report for the financial Year 2024-25, does not contain any qualification, reservation or adverse remark. This report is self-explanatory and doesnt require any comment.

MAINTENANCE OF COST RECORDS

The Directors state that the company is export oriented, accordingly exempted to maintain such accounts and records by the Company, as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In the opinion of Board, the Company has in place an adequate system of internal control commensurate with its size and nature of business. This system provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Board has appointed M/s. Midha & Associates., Chartered Accountants (Firm Registration No. 041086N) as an Internal Auditors of the Company for the financial year 2024-25 and their audit reports are submitted to the Audit Committee of Board which reviews and approves performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system. The Board, in consultation with the Internal Auditors monitors and controls the major financial risk exposures.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

A certificate from M/s. KJ & Associates. Company Secretaries, to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority is attached at the end of this report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format of Annual Return is available on our website, www.ribatextiles.com .

RISK MANAGEMENT

The Company has a Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth, and at the same time mitigate other risks to maintain sustainable results. Under the framework, the Company has laid down a Risk Management Policy, which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Committee reviews the identified Risks and its mitigation measures annually.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is explained in the Corporate Governance Report forming part of this Report.

PARTICULARS OF EMPLOYEES

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are as follows:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2024-25:

Sl No.	Name	Nature of Directorship	Ratio
1	Mrs. Asha Garg	Chairman& Whole-time Director	529.20%
2	Mr. Amit Garg	Managing Director	638.69%
3	Mr. Nitin Garg	Whole-time Director	638.69%

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2024-25:

Sl No.	Name	Nature of Directorship	% Increase
1	Mrs. Asha Garg	Chairman& Whole-time Director	0.00%
2	Mr. Amit Garg	Managing Director	16.67%
3	Mr. Nitin Garg	Whole-time Director	16.67%
4	Mr. Rajnish Mittal	CFO	4.76%
5	Ms. Neha Dubey	CS	1.05%

iii. The percentage increase in the median remuneration of employees in the financial year 2024-25: 2.24%.

iv. The number of permanent employees on the rolls of Company: 341 as on 31st March, 2025.

v. The explanation on the relationship between average increase in remuneration and Company performance:

The Turnover for the financial year ended 31st March, 2025 Increased by 19.83% whereas the increase in median remuneration is 2.24%. The average increase in median remuneration was in line with industry benchmark and performance of the Company.

vi. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

The Turnover for the financial year ended 31st March, 2025 increased by 19.83% whereas there increase in remuneration of Key Managerial Personnel was 4.76%. The increase in remuneration was in line with industry benchmark and performance of the Company.

vii. Affirmation that the remuneration is as per the Remuneration Policy of the Company: Yes

viii. Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year: The Company has not made any public offer after initial public offer. -

ix. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 10% and its comparison with the percentile increase in the managerial remuneration was 5%. There is no exceptional circumstance for increase in the managerial remuneration.

x. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

Name	CTC (Rs. In lakhs)	PAT (Rs. In lakhs)	PAT Increase /(Decrease) in %
Mrs. Asha Garg	145.00	849.96	7.35 % (Increase)
Mr. Amit Garg	186.94
Mr. Nitin Garg	183.74
Mr. Rajnish Mittal	8.80
Ms Neha Dubey	4.80

xi. The key parameters for any variable component of remuneration availed by the Directors: There was no variable component paid to the Managing Director.

xii. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

There was no employee who received remuneration in excess of the remuneration of highest paid director.

xiii. During the year under report the Company had no employee employed for the whole or the part of the year who was in receipt of remuneration prescribed under rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCE

Your Company firmly believes that human resources are its most valuable asset and growth wheel with focus on nurturing and retaining talent, the Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences, communication channels for information sharing. Currently, your Company is managing a pool of 341 people across all the locations.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also framed policy on ‘Prevention of Sexual Harassment at the workplace. We follow a gender- neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land wherever we operate.

During the year ended March 31, 2025, No cases/complaints of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were reported to the Board.

STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The provisions of the Maternity Benefit Act 1961 were not applicable to the Company during the Financial Year 2024-25.

COMMITTEES OF THE BOARD

Currently, the board has four Committees: the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibility Committee and the Stakeholders Relationship Committee. The majority of the members of these committees are Independent and non-executives.

A detailed note on the composition of the board and other committees is provided in the corporate governance report section of this annual report.

CEO AND CFO CERTIFICATION

Pursuant to the Listing Regulations, CFO certification is attached with the Annual Report. The Managing Director & the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that during the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

LISTING OF EQUITY SHARES

The equity shares of your company are listed on Bombay Stock Exchange Limited (BSE). The Annual Listing Fees for the year 2024-25 was paid within the scheduled time to the Bombay Stock Exchange.

TRANSFER OF SHARES

As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules), the dividend which remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred to IEPF: The Company was not required to transfer any amount / securities to IEPF.

DETAILS IN RESPECT OF FRAUDS (OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT) REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT

No frauds were reported by auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

The Company has not done any one-time settlement during the year under review.

ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from Companys employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Company.

	By order of the Board of Directors
	For Riba Textiles Limited
Place : Panipat	Sd/-
	Asha Garg
Date : 31.08.2025	Chairperson & Whole-time Director
	DIN: 06987609