Rolex Rings Ltd

To, The Members,

Your Directors are pleased to present their 22nd Annual Report for the financial year ended on 31st March, 2024.

1. FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March, 2024, is summarized as under:

(Amt. in million)

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under report, revenue of the company for fiscal 2023-24 was Rs. 12,217.55 millions, higher by 3% over previous year's revenue of Rs. 11,789.53 millions. The Profit after Tax (‘PAT') for the year 2023-24 was Rs. 1560.38 millions as compared to PAT in previous year which was Rs. 1,980.92 millions. The Company's debt was restructured under Corporate Debt Restructuring (CDR) in year 2013. As part of CDR process, the lenders have a Right of Recompense (ROR) for the relief extended, with restriction such as banking relationships, assets on pledge, distribution of profits, etc. The Company had requested the Lenders for waiver of ROR rights. However, basis on discussion with lenders, the management's consultants advised to account for provision of INR 320 million towards probable demand against waiver of

ROR Rights as an exceptional item for the year ended 31st March,

2024.

3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

With a view to plough back profits and in order to conserve resources for operational purposes, Directors do not recommend any dividend.

Further, no amount has been transferred to general reserves in the Financial Year 2023-24.

4. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the year under Company.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report for the

Financial Year 2023-24, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of this Annual Report.

7. EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual

Return in Form MGT-7 is placed on the website of the company viz https://www.rolexrings.com.

8. BOARD MEETINGS:

During the year under report, 07 Meetings of the Board of Directors of the Company were held. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

9. AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which is a part of this report.

The details pertaining to composition of Nomination & Remuneration Committee are included in the Corporate

Governance Report, which is a part of this report.

The details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate

Governance Report, which is a part of this report.

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of the SEBI (LODR) Regulations, 2015, the

Company has formulated and adopted a Risk Management policy. The primary objectives of the policy are to create a framework for identifying the potential risks impacting the Company's business and applying the various strategies for its minimization, optimization and maximizing the opportunities.

The Board has entrusted the Risk Management Committee with overseeing the processes of identification, evaluation and mitigation of risks. The Committee would periodically review the organizational risks that are spread across operational, financial, technological and environmental spheres and shall provide guidance to the management team.

Your Company is committed to protect the interests of its customers, shareholders, investors, employees and each person or entity with whom it is associated. Towards this goal, your company will further strengthen the internal processes and evaluate even more innovative ways to curb the risk impact. The details of Risk Management Committee along with its Charter are set out in Corporate Governance Report, forming part of this report.

Pursuant to the provisions of Section 134 (5) of the Companies

Act, 2013, the Directors based on the information and representations received from the operating management confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no 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 of the company for that period;

c) the directors had taken proper and sufficient care to the best of their knowledge and ability 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; and

e) Directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the

Company, the work performed by the Internal, statutory and Secretarial Auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024.

S R B C & Co. LLP, Chartered Accountants, Ahmedabad (Firm Registration No. FRN 324982E/E300003) the statutory auditors of the company, will hold office till the conclusion of the twenty fifth Annual General Meeting of the company.

Further, in terms of Section 143(3)(i) of the Companies Act, 2013 read with Rule 10A of the Companies (Audit and Auditors) Rules, 2014, Auditors have reported that the Company has adequate internal financial controls system and such system is having operating effectiveness.

The Auditor's Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark except the following observations given in the Report:

The Statutory Auditors have observed that the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except at application level, due to absence of certain audit trail features in the system, hence, they are unable to comment whether audit trail feature was enabled throughout the year or whether there were any instances of audit trail being tampered with.

Further, audit trail feature is not enabled for direct changes to data when using certain access rights, accordingly we cannot comment upon tampering at database level. The Board would like to state that during the reporting year 2023-

24, due to some Database Storage constraints, the feature of Audit Trail was enabled for few months only. However, after the said observation received from our Statutory Auditors, we have taken care of the issue and all the features for audit trail were enabled immediately in the month of April-2024.

The Board has appointed S K Rajani & Co., Cost Accountants, Bhavnagar, for carrying out Cost audit of cost accounting records maintained by the Company for the financial year 2024-

25. The Board had approved Cost Audit Report for the Financial Year 2023-24.

The Board in its meeting dated 20th May, 2024, had appointed CS Purvi Dave, Partner, MJP Associates, Practising Company Secretaries, Rajkot as Secretarial Auditor, to conduct secretarial audit for the Financial Year 2024-25. The Auditor have given some observations in her Report:

--Disclosure under Reg. 31(4) of SAST was filed with delay of One Day. The Board clarified that the said disclosure was filed within the time limit as provided by BSE in its be submit the disclosure.

--A copy of Annual Report under Regulation 34 was submitted to Stock Exchanges by delay of few hours. The Management would like to inform that the said delay was due to inadvertence and will be taken care in coming years.

--As per Reg. 43A of the SEBI (LODR) Regulations, 2015, it is mandatory to give web link of Dividend Distribution Policy in Annual Report. The Company couldn't disclose the web link of the Dividend Distribution Policy in its Annual Report for the FY 2022-23. The Management informed that it had paid SOP fine to both the stock exchanges initially for the said non-disclosure of web link in Report. But after proper representation and clarifications both the stock exchanges granted waiver to SOP Fine.

--The Company couldn't produce the evidence for filing of

Form CRA-4 for the Financial Year 2022-23. The management clarified that the cost auditor filed the Form CRA-4 but due to some technical glitch the proof of filing the form could be generated. Also it added that the company is regular in filing all its forms required under Companies Act, 2013 and this instance was only due to technical glitch.

The Secretarial Audit Report forms part of this report.

Since long, the Company is implementing proper and adequate systems of internal control in all areas of operations. The

Company has taken all steps to strengthen IT Security, data security, improvisation of Human Resources functions such as mapping of each department, preparation of data for requirement of staff in each department. Internal Audit for the period of April 2023 to December 2023 has been carried out by

PLMK & Associates, Rajkot and for the remaining quarter i.e.

January 2024 to March 2024 the Audit has been carried out by

Deloitte Touche Tohmatsu India LLP.

The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by the Securities and Exchange Board of India (‘SEBI') and the Companies Act,

2013. The report on the Corporate Governance as laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report.

There were no contracts, arrangements or transactions entered into during fiscal 2023-24 that fall under the scope of Section email to188(1) of the Companies Act, 2013. As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as

Annexure A to this Report.

During the year under report, there were no transactions under provisions of Section 185 of the Companies Act, 2013. However, the company had invested its temporary excess funds in Mutual Funds as per the limits prescribed under the Act and the approval of Board was accorded for the same.

The CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure B forming part of this report in the format prescribed in the Companies

(Corporate Social Responsibility Policy) Rules, 2014.

The policy is available on website at https://www.rolexrings. com/wp-content/uploads/2021/04/CSR-Policy.pdf

Your Board comprises Six Directors, including Three Independent

Directors (including One Women Independent Director) and three Executive Directors.

All Directors take active part in the deliberations at the Board and Committee Meetings by providing valuable guidance and expert advice to the Management on various aspects of business, governance etc. and play a critical role on strategic issues and add value in the decision making process of the Board of Directors.

The list of key skills, expertise and core competencies of all

Directors and number of Board and its Committee meetings and attendance in the said meetings are provided in the Corporate Governance report forming part of this report.

Mr. Dipesh Kundaliya had resigned as Non-Executive Independent Director from the Board of the company w.e.f.

10^th August, 2023.

As on 31^st March, 2024, following are the Key Managerial Personnel (‘KMP') of the Company as per Section 2(51) and Section 203 of the Companies Act, 2013:

During the year under report, there were no changes in KMP of the company.

The Company has received declaration under Section 149 (7) of the Companies Act, 2013 from all Independent Directors, that they meet criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013.

The Company has system to ask for Declaration of Independence from all its Independent Directors in First Meeting of Board to be held every year.

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure C forming part of this Report.

As per second proviso to Section 136(1) of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining a copy of the said statement may write to the CompanySecretaryattheRegisteredOfficeof the company or by way of email at compliance@rolexrings.com.

In accordance with provisions of Section 178 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the criteria of evaluation are based on "Guidance note on

Performance Evaluation" issued by the Securities and Exchange Board of India on 05th January, 2017.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually and the Chairman.

The performance evaluation of Committees was carried out by the Board after seeking inputs from the committee members, on the basis of the criteria such as structure and composition of Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency of meetings, adequacy of time allocated at the Committee Meetings, adequacy and timeliness of the agenda and minutes circulated, effectiveness of the Committee's recommendation to the Board etc.

A Separate exercise was carried out by Nomination and Remuneration Committee of the Board to evaluate the performance of individual directors.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The Performance evaluation of the Chairman was also carried out by the Independent Directors, taking into account the views of Executive Directors.

The evaluation of the Directors was based on various factors such as qualification and experience, fulfilment of functions as assigned, attendance at Board and Committee Meetings, contribution to strategy and other areas impacting Company's performance, availability and attendance etc.

The evaluation of the Board was based on the criteria such as composition of the Board, frequency of the meetings, adequacy of time allocated at the Board Meetings, adequacy and timeliness of the agenda and minutes circulated, functions of the Board, Governance and compliances etc.

The performance evaluation of Independent Directors was carried out by the Board of Directors based on various factors such as attendance at the Board and Committee Meetings, qualification, experience, ability to function as a team, commitment, roles performed and understanding of industry.

The outcome of such evaluation exercise was discussed at a separate meeting of Independent Directors held on

01^st February, 2024 and was later tabled at Board Meeting held on the same day.

The Directors expressed their satisfaction with the evaluation process. The overall performance of the Board as whole,

Independent Directors and Chairman of the Board was positive.

During the year under report the Company doesn't have any

Subsidiary, Joint Venture or Associate Company.

29. COMPLIANCE WITH SECRETARIAL STANDARDS: pursuant

The Company is in compliance with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

The information pertaining to conservation of energy, technology absorption, Foreign Exchange earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure D forming part of this report.

Your Company is committed to highest standards of professionalism, honesty, integrity, transparency and ethical behavior. Pursuant to the provisions of Section 177(9) & 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil mechanism/Whistle Blower which provides mechanism to its

Directors, employees and other stakeholders to raise concerns about any wrongdoing in the Company and provide for adequate safeguards against victimization of employees and other persons who avail this mechanism.

The mechanism under the policy has been appropriately communicated within the organization. The Audit Committee of the Board shall review the functioning and implementation of the Whistle Blower mechanism, on timely basis.

During the year under report, the company has not received any complaints under the said mechanism. The Whistle Blower policy of the company has been hosted on the website at the link https://www.rolexrings.com/policies

1. The Directors have submitted the disclosure of interest as per section 184 read with applicable Rules of the

Companies Act, 2013 in the format Form MBP-1.

2. During the year under review the company has not accepted the deposit from the public under section 73 to

76 of the Companies Act, 2013 and the Rules made there under.

3. No significant or material orders were

Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. During the year under review, there were no cases to the Sexual Harassment of Women at filed Workplace (Prevention, Prohibition and Redressal) Act,

2013.

5. There has been no instance of any revision in the Board's

Report or the financial statement, hence disclosure under

Section 131(1) of the Act.

6. The Company has not issued any shares to any employee, under any specific scheme, and hence, disclosures under

Section 67(3) are not required to be made.

7. The Company has not issued (a) any share with differential voting rights (b) sweat equity shares (c) shares under any

Employee Stock Option Scheme, and hence no disclosures are required to be made as per the Companies (Share

Capital and Debentures) Rules, 2014.

8. There are no application made under the Insolvency and

Bankruptcy Code, 2016, during the year under Report, and therefore no such details are required to be given.

9. There are no instances of any One Time Settlement with any Bank, and therefore, details of difference between the 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, are not required to be given.

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.