Your Directors take pleasure in submitting the 14^th Annual Report of the Business and operations of your company and the Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL RESULTS & PERFORMANCE

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company's website www.rnbdenims.com.

STATEOF COMPANY'S AFFAIRS

Standalone figures

During the year, your company recorded total revenue of Rs. 26,501.29 Lakhs during the current year against Rs. 27,862.40 Lakhs in the previous year, representing a decrease of 4.89% during the year but Net Profit for the year 2023-24 stood at Rs. 1,872.75 Lakhs as compared to Rs. 1,490.95 Lakhs in financial year 2022-23 which has increased by 25.61%.

Consolidated figures

During the year, your company recorded total revenue of Rs. 35,218.00 Lakhs during the current year against Rs. 26,522.18 Lakhs in the previous year, representing an increase of 32.79% during the year and Net Profit for the year 2023-24stood at Rs. 2,197.66Lakhs as compared to Rs. 1,547.62 Lakhs in financial year 2022-23 which has increased by 42%.

A detailed analysis on the Company’s performance is included in the “Management’s Discussion and Analysis” Report, which forms part of this Report.

ROAD AHEAD

Our vision is to become one of the top quality denim manufacturer and move towards sustainable growth. Our priorities are as follows:

• Focus on increasing production

• Maintaining Price Competitiveness

• Moving up the value chain - Expanding the product line under own brand

We are very excited to enter into the new phase of growth and will continue to invest in our capabilities to increase our presence prudently and create value for the shareholders. The company further plans to set up a garmenting establishment in house as a part of its expansion plans, adding value to its business.We would like to be thankful to the entire stakeholder for being part of the journey.

DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company requires funds for its business expansion. Your Directors are unable to recommend any dividend for the year ended 31st March, 2024.

UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

TRANSFER TO RESERVE

Considering the financial position of the company; company has not transferred any amount to its General Reserve for the financial year 2023-24.

MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There are no material changes occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2024 was Rs. 25,50,00,000 and Paid up share capital of the Company as on the same date was Rs. 17,99,46,880.

During the year, the Company has issued and allotted 2,00,00,000 convertible warrants on preferential basis to the persons covered under non-promoter group/public category at the rate of Rs. 32/- per equity shares, which included premium of Rs. 30/- per equity share out of which 25% upfront money i.e. 8.00/- per warrant has already been received by the Company, balance 75% payment against the warrant has to be received within 18 months from the date of allotment. On receipt of full amount of warrant issue price, the warrants were converted into 2,00,00,000 fully paid up equity share capital on 12^th March, 2024. Apart from this the Company has not issued any shares including shares with different rights, sweat equity shares or employee stock options.

DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013.

ANNUAL RETURN

As per the requirements of Section 92 (3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available at https://www.rnbdenims.com/annual-return.html

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in nature.

RELATED PARTY TRANSACTION

The company has in place a robust process for approval of related party transactions and on dealing with related parties. The material related party transactions approved by the members of the company are also reviewed/ monitored on quarterly basis by the audit committee of the company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm's length basis. Details of the related party transactions made during the year are attached as Annexure-1 in Form AOC-2 for your kind perusal and information.

The policy on related party transactions and on dealing with related party transactions as approved by the board is available on the company's website and can be accessed at chrome-https://www.rnbdenims.com/investor/polices/Related%20Party%20Transaction%20Policy.pdf

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Deepak Dalmia (DIN: 00050547), Whole Time Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Mr. Arvind Kumar Rathi (DIN: 07842066) and Mr. Nirmit Dalmia (DIN: 10751198) are proposed to be appointed as an Independent Director and Whole-time Director respectively, in the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following changes have been made to the Directors and KMP of the Company during the year:

NUMBER OF MEETING HELD DURING THE YEAR

The details of all meeting of board of directors and committee meeting had taken place during the year and their details along with their attendance, is given in Annexure-2 in the corporate governance report.

COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure-2 in the corporate governance report. The composition of the board and its committee is also available on the website of the company at https://www.rnbdenims.com/management.html and https://www.rnbdenims.com/corporate-governance.html

STATUTORY AUDITORS

The previous auditors M/s. Pradeep K. Singhi & Associates, Chartered Accountants (having Firm Registration No 126027W) have resigned on 26^th June, 2024 as Statutory Auditors of the company which has caused a casual vacancy. To fill such casual vacancy, the Board of Directors of the Company, based on recommendation of Audit Committee, recommended for approval members appointment of M/s R P R & Co., Chartered Accountants, Surat (Firm Registration No. 131964W) as the Statutory Auditors of the Company upto the 14th Annual general Meeting of the Company and thereafter for 5 (five) consecutive years from the conclusion of this AGM till the conclusion of the 19th AGM.

COMMENTS ON AUDITOR'S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

INTERNAL AUDITOR

M/s. Shivangi Parekh & Co., Chartered Accountant, Surat were appointed as Internal auditor by the Board of Directors of the Company, based on the recommendation of the Audit Committee, for Financial Year 2023-24 in the board meeting held on 29^th April, 2022. The Internal Auditor reports their findings on the internal audit of the company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

During the financial year, M/s. Shivangi Parekh & Co., Chartered Accountant, Surat, have given their resignation on 30^th March, 2024 as an internal auditor of the company. Further upon recommendation of Audit Committee, the board of directors appointed M/s Hiral Mehta & Co., Chartered Accountants (FRN: 151951W) in their meeting held on 30^th March, 2024 for period of 5 years i.e. from 2024-25 to 2028-29. However, M/s Hiral Mehta & Co., Chartered Accountants (FRN: 151951W) have resigned from post of internal auditors on 04^th July, 2024 due to logistics and transportation issues.

The board of directors, upon recommendation of audit committee, appointed M/s Mahesh Kumar Mittal & Co., Chartered Accountants (FRN: 127309W) as an internal auditor of the company for period of 5 years i.e. from 202425 to 2028-29

COST AUDITOR

M/s. V. M. Patel & Associates, Cost Accountant, Surat were appointed as the cost auditor of the company for the Financial Year 2023-24 in the board meeting held on 10^th May, 2023 after obtaining his willingness and eligibility letter for appointment as cost auditor of the company.

SECRETERIAL AUDITOR

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as Secretarial Auditor of the company for the financial year 2023-24. The secretarial report for the financial year 2023-24 is attached as Annexure-3. Report of secretarial auditor is self-explanatory and need not any further clarification.

LOANS, GUARANTEES AND INVESTMENT With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this annual report.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no change in the circumstances affecting their status as Independent Directors of the company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have enrolled with the Indian Institute of Corporate Affairs at Manesar. All the independent directors have cleared online self-assessment test as conducted by the said institute Except Mr. Kanav Sham Sunder Arora who was appointed on 01^stSeptember, 2023.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 01^st March, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

VIGIL MECHANISM

The company has adopted a Whistle Blower Policy to provide a formal mechanism to the directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the company at https://www.rnbdenims.com/investor/polices/Vigil%20Mechanism-Whistle%20Blower%20Policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors hereby confirm:

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

B. That 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 at the end of the financial year and of the profit and loss of the company for that period;

C. That the directors have 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 for preventing and detecting fraud and other irregularities;

D. That the directors had prepared the annual accounts on a 'going concern’ basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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.

ANNUAL EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the

evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in decision making; participation in developing corporate governance; providing advice and suggestion etc.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution in decision making, contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and advice in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

INTERNAL FINANCIAL CONTROL SYSTEM

The company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

ADEQUACYOF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board’s report. The detailed report forms part of Independent Auditors Report.

CORPORATE GOVERNANCE

Your company has incorporated the appropriate standards for corporate governance. The company has filed all the quarterly compliance reports on corporate governance within the due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other Corporate Governance norms mentioned under the said regulation dully complied by the Company. Moreover, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company gives the Corporate Governance Report in its Annual Report. Corporate Governance Report is as per Annexure-2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

With reference to Section 134(3)(m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings and outgo are as per Annexure-4.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is committed to good corporate citizenship. As a part of its corporate social responsibility, the company continues to undertake a range of activities including healthcare, environment and education. The detailed CSR policy of the company is placed on the website of the company at https://www.rnbdenims.com/investor/polices/CSR%20Policy.pdf

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social

Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2023-24 forms part of this Board report in Annexure-5.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure-6.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure-7.

CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the listing regulations, the CFO has certified to the board of directors of the company with regard to the financial statements and other matters specified in the said regulation for the financial year 202324. The certificate received from CFO is attached herewith as per Annexure-8.

STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3)(n) of Companies Act, 2013; has been annexed in Annexure-9.

CODE OF CONDUCT

The board of directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel. During the year, board of directors and senior management personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure-10.

Code of Conduct for Board of Directors and Senior Management Personnel is available on below link: https://www.rnbdenims.com/investor/polices/Code%20of%20Conduct.pdf

COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATEGOVERNANCE:

Corporate Governance is a set of process, practice and system which ensure that the company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. Company’s core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s R P R & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure-11.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the directors on the board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure-12.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

RB Industries and Ricon Industries, are material subsidiaries of the company and a statement providing details of performance and salient features of their financial statements, as per Section 129(3) of the Act, is annexed as "Annexure-13” to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

The Internal Committee (IC) has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience. Half of the total members of the IC are women. The role of the IC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

The Company did not receive any complaints on sexual harassment during the year 2023-24 and hence, no complaints remain pending as of 31st March, 2024.

The Company has a Policy for Anti-Sexual Harassment and the same has been posted on the website at https:// www.rnbdenims.com/investor/ polices/Policy%2 0for%2 0Anti%2 0Sexual%2 0harassment.pdf

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

PREVENTION OF INSIDER TRADING

The company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive with a view to regulate trading in securities by the directors and designated employees of the company. The Code requires pre-clearance for dealing in the company’s shares and prohibits the purchase or sale of company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

The company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the company at below mentioned link:

https://www.rnbdenims.com/investor/polices/Prohibition%20of%20Insider%20Trading%20Policy.pdf MAINTENANCE OF COST RECORDS

The company is required to maintain cost records as specified by central government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

INSURANCE

All the properties and the insurable interest of the company including building and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

RESEARCH & DEVELOPMENT

Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of research & development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people. The company

believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of company.

STATUTORY INFORMATION

The company being basically engaged into the manufacturing of quality denim products and is the member of BSE Mainboard Platform. Apart from this business, the company is not engaged in any other business/activities.

CREDIT RATING

The details of the credit ratings awarded to the company are provided in the Corporate Governance Report forming part of the Integrated Annual Report.

OTHER DISCLOSURES

There are no proceedings initiated/ pending against your company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

CYBER SECURITY INCIDENT

During the year, there are no incidents of cyber security breach reported.

CAUTIONARY STATEMENT

Statements in this report and its annexures describing company’s projections, expectations and hopes are forward looking. Though, these are based on reasonable assumption, their actual results may differ.

APPRECIATION

Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the company during the year.