The Directors present the Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss and other financial statements of RSWM Limited for the year ended March 31,2023.

Company''s Performance

Your Company''s performance during the year 2022-23 is summarized below:

Financial Results		(T in Crores)
Particulars	2022-23	2021-22
Turnover
Export	937.14	1419.41
Domestic	2851.76	2398.01
TOTAL	3788.90	3817.42
Profit before Interest & Depreciation	339.53	464.17
Less: Interest/Finance Cost	73.95	67.61
Profit before Depreciation & Amortisation	265.58	396.56
Less: Depreciation & Amortization	127.30	113.08
Profit/(Loss) before Tax	138.28	283.48
Less: Current Tax	24.48	49.37
Tax of earlier years provided (written back)	(20.66)	(11.78)
Deferred Tax Liability/(Asset)	24.85	5.91
Profit/(Loss) after Tax	109.61	239.98
Add: Opening Balance	716.58	477.20
Dividends & Others	(57.70)	(0.60)
Profit available for appropriation	768.49	716.58

Number of Meetings of the Board

The particulars of the meetings held during the year along with the details regarding the meetings attended by the Directors form part of the Corporate Governance Report.

The composition of the Board and its committees is in the report on Corporate Governance.

Dividend and other Appropriations

Your Directors are pleased to recommend a dividend on Equity Shares @ 50% i.e. C 5/- per Equity Share of C10/- each for the year ended the March 31,2023.

The proposal for payment of dividend on Equity Shares of the Company will absorb an amount of C 23.55 Crore.

The proposal with regard to the payment of dividend on Equity Shares for the year ended March 31, 2023 shall

be placed before the Shareholders at the ensuing Annual General Meeting.

No amount is proposed to be transferred to General Reserve. The amount of C 768.49 Crore has been carried over to next year.

As already informed in the previous report(s), your Directors have adopted the Dividend Distribution Policy in line with the Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same forms part of this Annual Report and is also available on the website of the Company.

Operational Performance

Your Directors feel pleasure to present the operational performance of your Company for the financial year ended 31^st March,2023. Your Directors inform the members that the financial year under review began on higher note carrying

forward the performance of the previous year. However, the glooms of inflationary and recessionary trends in the US and the Europe started reflecting on the operations of the Company from the second quarter onwards. Though there was some recovery in the intermittent period but the overall trend remained sluggish. Your Company utilised these challenging times to reorganise and restructure itself and raised funds by way of rights issue to deleverage itself by lowering its high cost debt obligations substantially and getting ready for future expansions and diversifications as and when the normalcy returns.

Your Company has also continuously worked on cost optimization program to economize its operations and operated on optimum capacity to minimize its losses during difficult period alongside focusing on reducing inventories and realization of its outstanding debtors. Due to all these measures your Company could sustain its operations and profitability during challenging times. Your Directors are hopeful that the continuous focus of the company on cost optimization measures and on value added products as well as increase in productivity will help in increasing profitability in future years.

During the period under review, the sale/transfer of Private Freight Terminal of the Company situated at Namli, Madhya Pradesh was completed and entire consideration was received as per MOU entered with the buyer. The accounting treatment has been explained in the note no. 3e (b) of the notes on accounts.

Your Company recorded a turnover of C3788.90 Crore as against a turnover of C3817.42 Crore recorded in the previous year. This includes the operations of the newly set up Melange and Knits Units which commenced its operations in the second quarter of the year under review. However, operating profit of the Company declined to C339.53 Crore from C464.17 Crore recorded in the previous year. Profit before depreciation also declined to C265.58 against C396.56 Crore recorded in the previous year and the profit after tax also decreased to C109.61 Crore against C239.98 Crore in the previous year.

The analytical review of the Company''s performance and its businesses, including initiatives in the areas of human resources and information technology, has been presented in the section on Management Discussion and Analysis of the Annual Report.

Working results of last three financial years 2020-21 to 202223 are given in Annexure - I and form part of this report.

Further, your directors are glad to inform the members that during the year under review, your Company raised its paid up capital by way of issue of Rights Equity Shares aggregating to

2,35,50,842 equity shares of face value of C10/- each at a price of C100/-each (including a premium of C90/-per share) and thus raised C235.50 Crore. The funds raised by Rights issue were utilized for debt reduction as per stated objectives in the offer letter. Your Directors draw attention of the members to Note No.12 to the financial statement, which contain particulars in this regard.

Expansion and Modernization

Your Directors in their previous report informed the members about the capital expenditure programs of the Company comprising of setting up of 19,488 Spindles of combed spinning of Cotton Yarn at Mordi at a capital outlay of C78.35 Crores, setting up of 30,000 Spindles of Melange yarn at Kharigram at a capital outlay of C157.12 Crores and the setting up of Knitted Fabric facility at Mordi at a capital outlay of C89 Crores in the first phase. Your Directors are pleased to inform the members that all the above projects were completed and made operational in the second quarter of the year under review. Your Directors further inform that an outlay of C77.84 Crores was incurred as capital expenditure on Modernisation and Balancing Equipment''s across all locations during FY22-23.

Your Directors inform the members that though the above stated capital expenditure programs were completed during the previous year, the Company could not take the full advantage of the above programs due to depressed market conditions which started in the second quarter and continued till middle of the fourth quarter. The business conditions started showing signs of improvement towards the end of last quarter and your Directors are hopeful that the Company is ready and would be able to reap the full benefits of capital expenditure completed in the last year in the current and subsequent financial year(s).

Your Directors are further pleased to inform the members that your Company during the year under review has envisaged further expansion in spinning capacity by setting up 51,072 Spindles of Compact Cotton Yarn at its Lodha Unit at Banswara at an outlay of C315.00 Crores. This project is expected to be commissioned in the financial year 2023-24 and is expected to boost up the turnover and profitability of the Company significantly in the coming years.

Your Directors in their previous report informed the members about the agreement with M/s. Manjeet Cotton Private Limited for acquiring Butibori Unit from them upon completion of NCLT proceedings of M/s. CLC Corporation Ltd. However, no progress was achieved with regard to NCLT proceedings of M/s. CLC Corporation Ltd. Your Directors are reviewing the proposal and will take a suitable decision in due course of time.

Your Directors take this opportunity to inform the members that your Company keeps evaluating opportunities for inorganic

growth apart from the organic expansion of its capacity and as and when any such opportunity would come across, the same would be looked into by your Directors for necessary action.

Subsidiary Companies, Joint Ventures & Associates

Your Directors take this opportunity to inform the members that during the year under review, they approved purchase of 100% shareholding in M/s. BG Wind Power Limited at a consideration of C5 Crores from Bhilwara Energy Limited an Associate of your Company subject to regulatory and other relevant approvals and fulfilment of procedural requirements. Your Company has obtained regulatory approvals, subject to fulfillment of certain conditions, towards the end of financial year and accordingly completed the acquisition of 100% shareholding on 6^th April, 2023. Upon completion of purchase of 100% shares, BG Wind Power Limited became wholly owned subsidiary of your Company. Your Directors inform the members that the said acquisition would ensure that various Units of the Company receive the supply of long term uninterrupted clean power for the operations, once the restoration work of all the wind mills is completed.

Your Directors have already reported in the previous report(s) that your Company is holding significant investment in Bhilwara Energy Limited and is represented by Shri Riju Jhunjhunwala, Chairman and Managing Director of your Company on their Board, where also he is holding the position of Managing Director. Your Company continues to hold 1,25,24,960 Equity Shares constituting 7.56% of paid up capital in M/s. Bhilwara Energy Limited. Your Directors are of the view that your Company continues to exercise its significant influence on BEL by the representation of Shri Riju Jhunjhunwala, Chairman and Managing Director on the Board of BEL and accordingly continue to treat M/s. Bhilwara Energy Limited as its Associate.

Your Directors in their previous reports had been mentioning about the investment of the Company in M/s. LNJ Skills & Rozgar Private Limited which is involved in skill development related activities. Your Directors inform the members that during the year under review, your Company continued to hold 47.30% of total shareholding in LNJ Skills & Rozgar Private Limited at an investment of ? 11.80 Crores and therefore it is continuing as Associate of your Company. Your Directors feel pleasure that by virtue of this investment, your Company is continuing to contribute its bit in enhancing the skill levels of manpower of our country.

A statement containing the salient features of the financial statements of M/s. Bhilwara Energy Limited and M/s. LNJ Skills & Rozgar Private Limited is annexed as Annexure - II in the prescribed format Form AOC-1.

Your Company has contributed an amount of ? 427.12 Crores in terms of taxes and duties to the Exchequer.

Corporate Social Responsibility

Your Directors feel pleasure to inform the members that your Company has been on the forefront to fulfil its obligation towards the society at large and accordingly made its contribution in various activities viz. sanitation and safe drinking water, eradicating hunger, poverty and malnutrition, promoting education, skills development, empowering women, ensuring environmental sustainability, ecological balance, protection of national heritage, help to armed forces veterans and promotion of rural sports etc. During the financial year 2022-23, your Company has incurred ? 1.22 Crore on account of CSR activities which includes health care, sanitation & safe drinking water ?0.23 Crore; promoting education, skills development ? 0.70 Crore; ensuring environment sustainability, ecology balance ? 0.09 Crore, protection of national heritage, culture ?0.18 Crore and towards empowering women, help to armed forces veterans & training to promote rural sports ?0.02 Crores.

Your Directors inform the members that the Corporate Social Responsibility Committee comprising of Shri Arun Churiwal, Shri Riju Jhunjhunwala and Shri Amar Nath Choudhary monitors the expenditure incurred on the CSR activities and formulate an annual budget for these activities. Your Directors also review the progress periodically.

The Annual Report on CSR initiatives undertaken by the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-III forming part of this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Directors inform the members that your Company endeavors to look continuously for energy conservation measures in all areas of operation across its various Units. Similarly, your Company endeavors to lookout for up-gradation and absorption of technology. Your Company also spends continuously on Research and Development. Your Directors are glad to inform the members that your Company is a net foreign exchange earner. The relevant details as required to be disclosed with respect to Energy Conservation, Technology absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure - IV forming part of this report.

In terms of Companies Act, 2013 as amended, the Annual Return is available on the website of the Company at the following link:

https://rswm.in/Annual-Return-2022-23

Directors & Key Managerial Personnel

Shri Shekhar Agarwal and Shri Arun Kumar Churiwal, Directors retire by rotation and being eligible offer themselves for reappointment.

Your Directors inform the members that Shri B M Sharma was reappointed as Joint Managing Director with effect from 7^th August, 2022 for a further term of two years and his reappointment was approved by the members at the previous Annual General Meeting held on 6^th September, 2022 by Special Resolution.

Your Directors further inform the members that Smt. Archana Capoor was reappointed as Independent Director for the second term of five consecutive years with effect from 13^th February, 2023 upto 12^th February, 2028 and her reappointment was approved by the members at the previous Annual General Meeting held on 6^th September, 2022 by Special Resolution.

Your Directors further inform the members that declarations have been taken from the Independent Directors at the beginning of the financial year stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, Shri Riju Jhunjhunwala, Chairman & Managing Director and CEO, Shri B M Sharma, Joint Managing Director, Shri Avinash Bhargava, Chief Financial Officer and Shri Surender Gupta, Company Secretary have acted as Key Managerial Personnel.

Directors'' Appointment and Remuneration Policy

Your Directors inform the members that a Nomination and Remuneration Policy as amended from time to time in view of regulatory changes had been in place for the appointment of Directors and Senior Management and fixation of their remuneration. The Nomination and Remuneration Policy as framed is annexed as Annexure -V and forms part of this report.

Your Directors inform the members that the Nomination and Remuneration Committee as well as your Directors endeavor to follow the policy and all appointments at Board and Senior Management are considered at the meetings of the Committee and the Board.

Your Board of Directors, during the financial year under review, carried out annual evaluation of its own performance as well as its Committees and also of the individual Directors in the manner as enumerated in the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its members individually was rated satisfactory.

Public Deposit

During the year under review, your Company has not accepted any public deposit under Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investment is given in the Notes to the Financial Statements at appropriate places.

Particulars of Contracts or Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company during the financial year with the related parties are on arm''s length basis and in the ordinary course of business. During the financial year, there were no material contracts or arrangements entered into by the Company with any of the related party. Your Directors draw attention of the members to Note No.39 to the financial statement, which contain particulars with respect to transactions with related parties. The policy on dealing with the related party transactions as amended from time to time in view of regulatory changes and as approved by the Board of Directors is disclosed on the website of the Company under the following link:

https://rswm.in/pdf/policy/Related_Party_Transaction_Policy.pdf

Significant and Material Orders Passed by the Regulators or Courts

During the year under review, no significant and materials orders were passed by the Regulators or Courts.

Risk Management Policy

Your Directors in their previous report informed the members that a detailed Risk Management Policy was framed in line with SEBI stipulations along with the framework for identification of internal and external risks faced by the Company as well measures for risk mitigation including systems and processes for internal control of identified risks. Your Directors periodically review the risks associated with the business which can threaten the prospects of the Company along with the measures for mitigation of such risks..

The Risk Management Committee met periodically to monitor, review and evaluate the identified risks as per Enterprise Risk Management Policy.

Internal Control Systems

Your Directors recognize that adequate control systems are the backbone of any Company. Your Directors have accordingly put in place strong internal control systems which commensurate with the size of the Company and ensure that all assets are properly safeguarded and also that all the information provided to the management is reliable and the obligations of the Company are properly adhered to.

Your Directors place the utmost importance on continuous strengthening of internal control systems and inform the members that in pursuit of strengthening internal control systems, your Company has put in place a system whereby all areas of the operations of the Company are reviewed by the internal as well as external professionals and independent audit firms. Your Company takes adequate measures with respect to gaps, if any, reported. The Audit Committee of your Company regularly monitors the annual operating plans, risk assessment and minimization procedures as well as mitigation plans and discuss reports by the independent audit firms on internal audit findings.

Your Directors endeavor to continuously improve and monitor the internal control systems.

Particulars of Employees

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure - VI.

Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure - VII.

Auditors

Statutory Auditors

Your Directors inform the members that M/s. S. S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No.000756N) were reappointed as Joint Statutory Auditors of the Company for second term of five years from the conclusion of 58^th Annual General Meeting of the Company held on 11^th September, 2019 till the conclusion of 63^rd Annual General Meeting of the Company in accordance with the provisions of Section 139 of the Companies Act, 2013.

Your Directors also inform the members that M/s. Lodha & Co, Chartered Accountants (Firm Registration No.301051E), were reappointed as Joint Statutory Auditors of the Company for

second term of five years from the conclusion of 61^st Annual General Meeting of the Company held on 6^th September, 2022 till the conclusion of 66^th Annual General Meeting of the Company in accordance with the provisions of Section 139 of the Companies Act, 2013.

Further, both the Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under.

The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Auditors'' Report does not contain qualification, reservation or adverse remark.

Internal Auditors

Your Directors, during the year under review, appointed M/s. P K. Deora & Co., Chartered Accountants (Firm Registration No.004167N), M/s. BGJC & Associates LLP, Chartered Accountants (Firm Registration No.003304N) and M/s. V Sankar Aiyar & Co., Chartered Accountants (Firm Registration No.109208W) to act as the Internal Auditors of the Company for the financial year 2022-23 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

Secretarial Auditor

Your Directors, during the year under review, also appointed Shri Mahesh Kumar Gupta, Practicing Company Secretary (Membership No. FCS 2870 and CP No.1999) Proprietor of M/s. Mahesh Gupta & Company, Company Secretaries, Delhi as the Secretarial Auditor of the Company for the financial year 2022-23 pursuant to Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of Secretarial Audit is annexed as Annexure-VIII.

Cost Auditor

Your Directors inform the Members that Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, Textile Companies are required to get their cost records audited. In this connection, the Board of Directors of the Company on the commendation of Audit Committee had approved the appointment of M/s. N. D. Birla & Company, Cost Accountants, (Firm Registration No.000028), Ahmedabad as the Cost Auditor of the Company for the year ending March 31,2023.

Corporate Governance

Report on Corporate Governance along with the Certificate of Auditors M/s. S. S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No 000756N), Plot No-68, Okhla Industrial

Area, Phase III, New Delhi -110020 and M/s. Lodha & Co., Chartered Accountants (Firm Registration No.301051E), 12, Bhagat Singh Marg, New Delhi - 110001 confirming compliance to conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Annual Report.

Whistle Blower Policy

Your Directors inform the Members that with the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct, the Company has adopted a Whistle Blower Policy. Policy adopted by the Company contains a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder: https://rswm.in/pdf/policy/Whistle_Blower_Policy.pdf

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

Business Responsibility and Sustainability Report (BRSR)

In terms of the Regulation 34 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility and Sustainability Report forms part of the Annual Report.

General

a) The Company being a Textile Company falls under the prescribed class of Companies and maintain Cost Accounts and Records which are subject to audit conducted by the Cost Auditor.

b) In line with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy framed at Group level and also set up an Internal Complaints Committee (ICC) to deal with any such reported matter. During the year the ICC did not report receipt of any complaint with regard to sexual harassment.

c) The Company is in compliance of all applicable secretarial standards issued by The Institute of Company Secretaries of India from time to time.

Directors'' Responsibility Statement.

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state that:

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

(b) They 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) They 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) They had prepared the annual accounts on a going concern basis; and

(e) They 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) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

Your Directors take this opportunity to thank Customers, Members, Suppliers, Bankers, Business Partners/Associates, Central and State Governments for their consistent support and co-operation extended to the Company. We also acknowledge the significant contribution made by the employees by their dedication and hard work and trust reposed on us. We look forward to have the same support in our endeavor to help the Company to grow faster.

For and on behalf of the Board

Riju Jhunjhunwala

Chairman & Managing Director and CEO Place: Noida (U.P) DIN - 00061060

Date: May 26, 2023