Your Directors are pleased to present their 23rd Annual Report for the financial year ended on 31st March, 2025.

1. FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March, 2025, is summarized as under:

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

During the year under report, revenue of the company for fiscal 2024-25 was Rs. 11,548.02 million, lower by almost 6% over
previous year's revenue of Rs. 12,217.55 million. The Profit after Tax ('PAT') for the year 2024-25 was Rs. 1739.97 million as
compared to PAT in previous year which was Rs. 1560.38 million. 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. The Company has recognized total provisions of INR 506 million, out of which provision of INR
320 million were made in previous fiscal and therefore remaining balance of INR 186 million provision was made in the reporting
fiscal as an exceptional item in the Profit & Loss statement.

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 2024-25.

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 2024-25, 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, 04 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.

10. NOMINATION AND REMUNERATION COMMITTEE:

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

11. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

Governance Report, which is a part of this report.

13. RISK MANAGEMENT COMMITTEE:

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.

14. BOARD'S RESPONSIBILITY STATEMENT:

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 appli¬
cable 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 mainte¬
nance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the

assets of the company and for preventing and detect¬
ing 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 I nternal, 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 2025.

15. STATUTORY AUDITOR AND AUDITORS' REPORT:

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 2024-25 does
not contain any qualification, reservation or adverse remark
except the following observations given in the Report:

The Statutory Auditors have given their qualification in
respect of the demand notice for INR 2,278.60 million
received by the Company from the consortium member
banks, the reference of which is given in Note No. 4 of the
Financial Statements, the Company has recognized total
provisions of INR 506 million.

The Management would like to clarify that the company
had received a Demand notice for the settlement of Right
of Recompense (RoR) from the Consortium of banks,
amounting to INR 2,278.60 million (representing INR
836.40 million as RoR sacrifice amount and compounded
interest thereon) in respect of a CDR previously concluded
between the Company and the Consortium of Banks
in Year 2013. Subsequently to the year end, both the
Company and Consortium of Banks agreed to obtain an
legal opinion, which will be binding on all parties. Based on
the legal opinion, the liability for compounded interest is
not applicable as per the CDR arrangement. Waiver Letters
from bankers for giving effect to the above is pending.

16. COST AUDITOR & COST AUDIT REPORTS:

The Board has appointed Mitesh Suvagiya & Co., Cost
Accountants, Rajkot, for carrying out Cost audit of cost
accounting records maintained by the Company for the
financial year 2025-26. The Board had approved Cost
Audit Report for the Financial Year 2024-25.

17. SECRETARIAL AUDIT:

The Board in its meeting dated 30th May, 2025, had
appointed MJP Associates, Practising Company
Secretaries, Rajkot as Secretarial Auditor, to conduct
secretarial audit for consecutive term of 5 (five) financial
years commencing from FY 2025-26 upto FY 2029-30.

The Secretarial Audit Report forms part of this report.

18. INTERNAL AUDIT:

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 2024
to March 2025 has been carried out by Deloitte Touche
Tohmatsu India LLP.

19. CORPORATE GOVERNANCE:

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.

20. RELATED PARTY TRANSACTIONS:

There were no contracts, arrangements or transactions
entered into during fiscal 2024-25 that fall under the scope
of Section 188(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.

21. PARTICULARS OF LOAN, GUARANTEES AND
INVESTMENTS MADE:

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.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

23. DETAILS OF BOARD OF DIRECTORS:

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.

24. KEY MANAGERIAL PERSONNEL:

As on 31st March, 2025, 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.

25. DECLARATION OF INDEPENDENCE:

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.

26. PARTICULARS OF EMPLOYEES:

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 Company Secretary at the Registered Office of
the company or by way of email at compliance@rolexrings.
com.

27. BOARD EVALUATION:

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.

Evaluation of Committees:

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.

Evaluation of Directors and Board:

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.

Evaluation for Independent Directors:

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.

Outcome of Evaluation:

The outcome of such evaluation exercise was discussed at
a separate meeting of Independent Directors held on 14th
February, 2025 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.

28. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE
COMPANIES:

During the year under report the Company doesn't have
any Subsidiary, Joint Venture or Associate Company.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

30. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

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.

31. VIGIL MECHANISM:

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

OTHER DISCLOSURES AS REQUIRED UNDER THE

PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES

MADE THEREUNDER:

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

4. PREVENTION, PROHIBITION AND REDRESSAL OF
SEXUAL HARASSMENT AT WORKPLACE:

The company has in place a policy for prevention,
prohibition and redressal of Sexual Harassment at
workplace. Appropriate mechanisms are in place for
protection against sexual harassment and right to work
with dignity.

During the year under review, the company has not received
any complaints regarding this matter and there were no

suits filed pursuant to Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

5. As the Company does not have any woman employee, the
disclosures to be made under the

Maternity Benefit Act 1961, are not applicable

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

ACKNOWLEDGEMENT:

Your directors put on record their whole hearted gratitude to

bankers, employees of the Company for their sincere efforts for

the Company.

By Order of the Board of Directors,

Date: 04/09/2025 For, Rolex Rings Limited

Place: Rajkot

(Manesh D. Madeka)
Chairman & Managing Director
[DIN: 01629788]