Your directors are pleased to present the 109^th Annual Report of your company together with the Audited Balance
Sheet and Profit & Loss Account for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31^st March, 2025 is summarized below:

2. STATE OF COMPANY’S AFFAIR AND NATURE OF BUSINESS

i) Textiles and Real Estate Division

The revenue from the textile's activity was Rs.20,875 Lakhs (Rupees Twenty Thousands Eight Hundred
and Seventy Five Lakhs) as compared to Rs.19,717 Lakhs (Rupees Nineteen Thousand Seven Hundred and
Seventeen Lakhs) in the previous year. The operating profit for the year was Rs.1,394 Lakhs (Rupees One
Thousand Three Hundred Ninety Four Lakhs) against Rs. 2,153 Lakhs (Rupees Two Thousand One Hundred
and Fifty Three Lakhs) in the previous year.

The revenue from real estate and related activity was Rs. 3,396 Lakhs (Rupees Three Thousand Three
Hundred and Ninety Six Lakhs) as compared to Rs. 3,985 Lakhs (Rupees Three Thousand Nine Hundred
Eighty Five Lakhs) in the previous year. The operating profit for the year was Rs 2,723 Lakhs (Rupees Two
thousand Seven Hundred and Twenty Three Lakhs) as against Rs.3,319 Lakhs (Rupees Three Thousand
Three Hundred and Nineteen Lakhs) in the previous year.

ii) Land Development at Dadar

The Company has obtained renewed Occupation Certificate (OC) including for upper floors of 'The
Ruby' tower at Dadar, Mumbai. The building which was earlier approved under the Development Control
Regulations 1991 (DCR 1991) is now converted under the current regulations i.e. Development Control and
Promotion Regulations 2034 (DCPR 2034). The Company has made payment of requisite premium to
the Municipal Corporation of Greater Mumbai (MCGM) and the State Government.This shall enable the
company to unlock the real estate value of the tower.

3. DIVIDEND

The Board of Directors at their meeting held on 26^th May, 2025 have approved and recommended payment of
final dividend of 35% i.e., Rs. 1.75/- per equity share on 3,34,40,000 fully paid up equity shares of Rs. 5/- each
aggregating to 585.20 Lakh subject to TDS for the financial year ended 31^st March, 2025 ('final dividend'),
subject to approval of the members at the ensuing AGM.

4. TRANSFER TO RESERVES

No amount has been transferred to General Reserve.

5. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate or joint venture company.

6. DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 73 of The Companies
Act, 2013 and rules framed there under.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Appointment/ Reappointment

• Mr. Gurudas Aras Was Appointed As Non-Executive Independent Director From 20^th September, 2024.
(Refer Note 49 Of Financial Statement)

Resignation/ Cessation:

• Mr. Shardul Thacker Term Ceased As Non-Executive Independent Director From 20^th September, 2024.
(Refer Note 49 Of Financial Statement)

(ii) Key Managerial Personnel

Appointment/Reappointment

• There Was No Appointment/Reappointment During The Year Under Review.

Resignation/Cessation

• There Was No Resignation/Cessation During The Year Under Review.

(iii) Declaration by Independent Directors

The Company has received the necessary declarations from each of Independent Directors of the Company
pursuant to Section 149(7) and provisions of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Each of them meets the criteria of independence laid
down in section 149(6) of the Companies Act, 2013 and Regulations of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change
in the circumstances which may affect their status as independent director during the year.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and relevant Regulations of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board has
carried out the annual performance evaluation of its own performance and other Directors. A structured
questionnaire was prepared after taking into consideration inputs received from the Directors, covering
various aspects of the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment.

In a separate meeting of independent directors held on 4^th March 2025, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was reviewed and
evaluated, taking into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors.

(v) Number of Board Meetings

During the year 2024-25, the Board met 5 (Five) times on the following dates

21^st May, 2024, 12^th August, 2024, 20^th September, 2024, 13^th November, 2024 and 13^th February, 2025. For
details of the meetings of the board, please refer to the Corporate Governance Report, which forms part
of this report.

8. DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of section
134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the
year ended on 31^st March, 2025 and statethat: -

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any.

ii. 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 as at 31^st March, 2025 and of the profit of the Company for the year on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors had laid down proper systems of internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

9. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the criteria for determining qualifications, positive attributes, independence
of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

The potential candidates for appointment to the Board including Independent Directors appointed during
the year are, inter alia, evaluated on the basis of highest level of personal and professional ethics, standing,
integrity, values and character; appreciation of the Company's vision, mission, values and, prominence in
business, institutions or professions and, professional skill, knowledge and expertise and, financial literacy and
such other competencies and skills as may be considered necessary. In addition to the above, the candidature
of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated
under the Act, the Listing Regulations and other applicable regulations and guidelines.

The policy of which has been uploaded on the Company's website at the following link https://www.rubymills.
com/uploads/investor-reports /1409223679 Nomination-and Remuneration-policy.pdf For further details
on the policy, please refer to the Corporate Governance report which forms part of the Annual report. No
changes in the Nomination and Remuneration policy were made during the year under review.

10. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report
which forms part of this report.

11. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for
reporting illegal and unethical behaviour.

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil
Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures
adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations
of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
which has been uploaded on the Company's website at the following link-http://www.rubymills.com/uploads/
investor-reports/1255509256 Microsoft-Word-WBP-Final.pdf.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the
Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.

During the year under review no employee was denied access to the Chairman of the Audit Committee.

12. RISK MANAGEMENT

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid
events, situations or circumstances which may lead to negative consequences on the Company's businesses,
and has defined a structured approach to manage uncertainty and to make use of these in their decision¬
making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic management reviews. At present there is no
identifiable risk which in the opinion of the Board may threaten the existence of the Company.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo are furnished in “Annexure A” which forms part of this Report.

14. ANNUAL RETURN

Annual Return forthe financial yearended 31^stMarch,2025made underthe provisions ofSection 92(3) ofthe Act isuploaded
onwebsiteoftheCompanyandlinkforthesameishttps://www.rubymills.com/uploads/investor-reports/1068802394 Annual%20
Return 2025 .pdf

15. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,
2014 on CSR activities is attached as “Annexure (B)” and forms a part of this Report.For other details regarding
the CSR Committee and the policy, please refer to the Corporate Governance Report, which forms part of this
report. TheCorporate Social Responsibility policy has been uploaded on the

Company's website at the following link-http://www.rubymills.com/investors/policies/corporate-social-
responsibility-philosophy. No changes were made in the CSR policy during the year under review.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations.

17. AUDITORS

(i) Statutory Auditors

At the 106^th Annual General Meeting held on 23^rd September, 2022, the Members approved reappointment
of M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036) to hold
office from the conclusion of the 106^th Annual General Meeting until the conclusion of the 111^th Annual
General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of
pocket expenses as may be incurred by them for the purpose of audit.

TheReportgivenbyM/s.CNK&AssociatesLLRStatutoryAuditorsonthefinancialstatementsoftheCompanyforthefinancial
year2024-25ispartofthisAnnualReport.TheAuditors'Reportdoesnotcontainanyqualification,reservation,adverseremark
or disclaimer,subject to reservation asmentioned below. During the yearunderreview, the Auditorshad notreported any
matterunderSection 143(12) ofthe Act, thereforeno detail isrequired tobe disclosed underSection 134(3)(ca) ofthe Act.

Qualification :

(ii) Secretarial Auditor

The Board has appointed M/s. Vikas R. Chomal & Associates, Company Secretaries in Practice to undertake
the Secretarial Audit of the Company for the financial year 2024-2025. The Report of the Secretarial
Audit Report is annexed herewith as “Annexure C”.The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark

(iii) Cost Auditor and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit)
Rules, 2014, the accounts and records are required to be maintained by the Company, in respect of various
manufacturing activities and are required to be audited. Accordingly, such accounts and records are

maintained in respect of various manufacturing activities. Shri. Dakshesh H. Zaveri, Cost Accountant has
been appointed as Cost Auditor of the Company for the F.Y. 2024-2025 to carry out the Cost Audit, for
auditing cost accounting Records in respect of the Textile Segment of the Company and to submit Cost
Audit Report to the Board as required under Section 148 of the Companies Act, 2013 and the Companies
(Cost Records and Audit) Amendment Rules, 2014. Accordingly, a resolution seeking the members'
ratification for the remuneration payable to Shri. Dakshesh H. Zaveri, Cost Auditors, in terms of the
resolution proposed to be passed, is included in the Notice convening the Annual General Meeting of the
Company.

18. (i) Green Initiatives

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company will be sending Annual Report
through electronic mode i.e. email to all the shareholders who have registered their email addresses with
the Company or with the Depository to receive Annual Report through electronic mode and initiated steps
to reduce consumption of paper.

(ii) Human Resources

Employees are considered to be team members being one of the most critical resources in the business
which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense
of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the
Company's Policies and Systems. The Company maintains healthy, cordial and harmonious relations with
all personnel and thereby enhancing the contributory value of the Human Resources.

(iii) Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's
policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances,
environmental Regulations and preservation of natural resources. There was no major accident during the
year.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

No material changes and commitments which could affect the Company's financial position have occurred
between the end of the financial year of the Company and date of this report.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The company has robust internal financial controls in place for its financial statements. As part of its ongoing
improvements, the company has migrated to a new ERP system for certain processes. While the new system
is being integrated and stabilized, the company is actively managing and addressing the necessary manual
interventions required during this transition. This proactive approach ensures that the company's control
systems continue to function effectively and align with the new ERP environment. the auditor's report is self
explanatory in nature and provides that company has adequate internal financial controls with reference to
financial statements.

21. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions entered into by your Company during the Financial Year 2024-25 were on arm's
length basis and in the ordinary course of business. There is no material significant Related Party Transactions
entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons
which may have a potential conflict with the interest of the Company.

Prior approval of the Audit Committee and the Board of Directors of the Company was obtained for all the
Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Attention of Shareholders is also drawn
to the disclosure of transactions with related parties as set out in Note No. 49 of Financial Statements, forming
part of the Annual Report.

22. PARTICULARS OF EMPLOYEES:

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure D” and forms a part of this
Report of the Directors.

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

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism
pertaining to Sexual harassment of women employees at workplace. There was no cases/ complaint received
during the year under review.

24. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the
notes to financial statements provided in this Annual Report.

25. DISCLOSURE REQUIREMENTS

As per relevant regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Corporate Governance Report with auditor's certificate thereon and
Management Discussion and Analysis are attached, which form part of this Annual Report.

26. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:

I. The Company has not issued any shares with differential rights and hence no information as per provisions
of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

II. The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

III. The Company has not issued any equity shares under Employees Stock Option Scheme during the year
under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

IV During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

V No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going
concern status and the Company's operations in future.

VI. During the year under review, there are no instances of loan borrowed from Directors by the company.
Therefore, no declaration is required under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules
2014.

VII. During the year under review, there was no occasion where the Board has not accepted any recommendation
of the Audit Committee.

VIII. During the year under review, there has been no pendency of any proceedings against the company under
the Insolvency and Bankruptcy Code, 2016.

IX. During the year under review, there have been no instances of one time settlement with any bank or
financial institution.

27. OTHER IMPORTANT DISCLOSURES

A deposit of Rs 101 Crs. was lying against sale of premises received directly from a prospective buyer against
which a letter of intent (LOI) was executed. The buyer was to carry out due diligence while a substantial
consideration was due.

Meantime, The Buyer's banker - SBI for the first time approached the Company (19 months after disbursement)
for execution of Sale Deed. In reply the Company promptly stated it had not received any disbursement/
demand drafts from SBI. Thereupon SBI approached Debt Recovery Tribunal (DRT) and subsequently National
Company Law Tribunal (NCLT) for recovery of their dues from their large borrower.

As advised, our Company filed an Intervening Application (IA) in the Supreme Court in a dispute between SBI
& Axis Bank &Hon.Court advised NCLT to hear our intervening application (IA). In the First hearing, the Bench,
directed the company to deposit Rs 101 Crores with the Resolution Professional (RP). The Company has since,

repaid the amount as recorded in the NCLT order of 22nd December, 2023.

Giving Due Credence to this development, State Bank of India has informed the appropriate authorities of
receiving Rs. 101 Crores and enabling mitigation of action against the company.

The underlying dispute alleged and fraudulent activities pertains solely to buyer and certain bank officials. The
payment of Rs. 101 Crores was a voluntary gesture of good faith aimed at preserving the Company's reputation.
The payment made was without any admission of guilt or liability and to preserve the interest of its stake
holders.

28. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of Company's business during the year under review.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ('the rules') as amended upto date, after completion of seven years, all the unpaid
or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central
Government.

Further, according to the said Rules, the shares in respect of which dividend has not been paid or claimed by
the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF
Authority.

30. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF:

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to Rs. 1,50,510 lying
unclaimed for a period of seven years could not be transferred during the financial year 2024-25 to the Investor
Education and Protection Fund (IEPF) established by the Central Government as there is a glitch in Ministry of
Company Affairs website.

Members are requested to note that even after the transfer to IEPF as above said, the unclaimed dividend
amount and the shares transferred to IEPF Suspense Account, both, can be claimed by making an online
application in Form IEPF-5 and sending the physical copy of the same duly signed (as per specimen signature
registered with the Company/RTA) along with requisite documents enumerated in the said Form IEPF-5 to the
Company at its registered office or to the RTA.

The IEPF Rules and the application form (Form IEPF-5), as prescribed by the Ministry of Corporate Affairs are
available on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

31. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2024-25, your Company has complied with applicable Secretarial Standards i.e., SS-1
and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively as notified by the
Institute of Company Secretaries of India.

32. SEGMENTS:

The Company has two segments namely Textile and Real Estate & related. The Statement of accounts prepared
and submitted are therefore of two segments.

33. ACKNOWLEDGEMENT

Your directors thank all the shareholders, all employees of the Company, customers, suppliers, Government
Authorities, Financial Institutions and bankers for their continued support.

Your Directors look forward to their continued support in future.

By order of the Board
For The Ruby Mills Limited

Sd/-

Place: Mumbai Hiren M. Shah

Dated: 26^th May-2025 Executive Chairman

DIN: 00071077