STATE OF COMPANY’S AFFAIRS

The Company achieved a standalone turnover of H1,22,718.49 lakhs
and consolidated turnover of H1,23,931.70 lakhs during FY 24-25
as against H1,19,416.90 lakhs and H1,21,651.34 lakhs respectively
in the previous financial year 2023-24 (‘FY 23-24’), registering a
growth of 2.76% and 1.87% respectively, over the previous year.
Net Profit for FY 24-25 stood at H8,267.95 lakhs on standalone
basis and H8,329.21 lakhs on consolidated basis as against
H6,912.08 lakhs and H6,977.74 lakhs respectively in FY 23-24.

This performance reflects the Company's continued focus on
operational efficiency, prudent cost management, and a strategically
diversified product mix. Notably, EBITDA margins improved by
approximately 11% for the year, and Net Profit on standalone basis
increased by approximately 19% year-on-year, highlighting the
scalability and resilience of the Company’s operating model. Sales
volume grew by around 3% during the year, led predominantly by
robust demand in the economy and athleisure segments. The athleisure
category in particular posted an impressive growth in volumes,
indicating sustained consumer preference for comfort-driven apparel.

The Company maintains a large and expanding distribution
network comprising 4 central warehouses, over 1,500 dealers and
access to more than 1,50,000 retailers across India. Modern Trade
and e-commerce channels continued to exhibit strong growth

The Company also made notable strides in product innovation and
category expansion. A dedicated kidswear line ‘Peekaboo’ was
launched during the year, initially targeting newborns to 12-month-
olds, with plans to extend the range for kids up to the age of 3 years.
New offerings such as Dry Fit Sportswear, premium rainwear and
other curated products have been rolled out to cater to evolving
consumer needs. Quick commerce has emerged as a promising
channel, with product availability now extended to platforms like
Swiggy, Zepto, Blinkit and Dmart Ready, in addition to our established
presence on Amazon, Flipkart, Myntra, Ajio, Tata CLiQ, and others.

The Company generated healthy free cash flows on the standalone
basis, with operational cash flow of H59 crore and net cash surplus
including investments standing at H21 crore, reaffirming financial
discipline and strong liquidity position.

Looking ahead, the Company remains committed to driving
sustainable and inclusive growth through continued investments in
brand equity, digital acceleration, channel expansion and product
innovation. These efforts are expected to further consolidate the
Company’s market leadership and enhance long-term value for
all stakeholders.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

On March 31, 2025, the Company has following 5 (five) Wholly-
owned Subsidiaries:

(i) Euro Fashion Inners International Private Limited, which
was earlier engaged in selling hosiery premium products
under the brand name “EURO”, has transferred its Business
Operations to the Company through a Business Collaboration
Agreement effective from April 01, 2014 and gets royalty from
the Company for using the brand EURO in its business.

During the Financial Year under review, the Revenue from
Operations, including Other Income, was H37.09 lakhs, as
against H35.17 lakhs during the previous year. Net Profit during
the year was H23.65 lakhs, as compared to H21.98 lakhs, during
the previous year.

(ii) Imoogi Fashions Private Limited is engaged in manufacturing,
processing and selling of premium category hosiery and
casual wear products for female and kids segments under the
brand name “Femmora”.

During the Financial Year under review, the Revenue from
Operations, including Other Income, was H214.44 lakhs, as
against H213.07 lakhs during the previous year. Net Profit
during the year was H24.09 lakhs, as compared to H6.23 lakhs,
during the previous year.

(iii) Oban Fashions Private Limited is engaged in the business of
trading of Yarn.

During the Financial Year under review, the Revenue from
Operations, including Other Income was H1227.93 lakhs, as
against H2,155.73 lakhs, during the previous year. Net Profit
during the year was H14.29 lakhs, as compared to H38.33 lakhs,
during the previous year.

(iv) Rupa Fashions Private Limited was incorporated as Wholly-
owned Subsidiary of the Company, with the object, inter alia, to
be engaged in manufacturing and trading activities.

During the Financial Year under review, there was no Revenue
from Operations and the Net Loss during the year under review
was H0.37 lakhs, as compared to a net loss of H0.49 lakhs in
the previous year.

(v) Rupa Bangladesh Private Limited, was incorporated
as Wholly-owned Subsidiary of the Company in Dhaka,
Bangladesh, with the object, inter alia, to be engaged in
manufacturing activities, in Bangladesh.

During the Financial Year under review, there was no Revenue
from Operations and the Net Loss during the year under review
was H0.42 lakhs, as against H0.39 lakhs in the previous year.

Except the above, no Company became or ceased to be a subsidiary,
joint venture or associate of the Company.

None of the above mentioned subsidiaries are ‘Material Subsidiary’
in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as ‘Listing Regulations’). The Company’s Policy for determining
material subsidiaries is available on the Company’s website at
https://rupa.co.in/livesite/wp-content/uploads/2022/08/Policy
for determining Material Subsidiary.pdf.

Consolidated financial statements of the Company and all its
subsidiaries forms part of the Annual Report. A statement containing
the salient features of the financial statements of the Company’s
subsidiaries has been separately annexed hereto, in terms of
Section 129(3) of the Companies Act, 2013 (hereinafter referred to
as the ‘Act’), read with Rule 5 of the Companies (Accounts) Rules,
2014. Further, the contribution of these subsidiaries to the overall
performance of the Company are provided under the Notes to
the Consolidated Financial Statements. The Audited Standalone
& Consolidated Financial Statements of the Company and other
related information/documents along with the Audited Accounts
of the Company’s Subsidiaries are available on the website of the
Company at https://rupa.co.in/financial-information/.

The Annual Accounts of the Subsidiaries and the related information
shall be made available to the Members of the Company, seeking
such information at any point of time. The Members may request
for such information by writing to the Company Secretary at the
registered office of the Company. Further, the copies of the Annual
Accounts of the subsidiaries shall remain open for inspection by the
Members at registered office of the Company.

Subsequently, the Board of Directors at its meeting held on May 21,
2025 on the recommendation of Audit Committee have approved
the divestment of entire shareholding of 50,000 Equity Shares of
H 10/- each held in Rupa Fashions Private Limited, to be completed
on or before June 30, 2025. Consequently, it shall cease to be the
wholly owned subsidiary of the Company.

DIVIDEND

The Directors of your Company are pleased to recommend a dividend
of H3/- per equity share of H 1/- each fully paid i.e., 300% for the financial
year ended March 31, 2025. The dividend, if approved at the ensuing
Annual General Meeting will involve an outflow of H2,385.74 lakhs.

The dividend recommended is in accordance with the Company’s
Dividend Distribution Policy. The said policy is available on the
Company’s website at https://rupa.co.in/livesite/wp-content/
uploads/2022/08/Dividend_Distribution_Policy.pdf.

TRANSFER TO RESERVES

No amount is proposed to be transferred to the General Reserve of
the Company for the year ended March 31, 2025.

CHANGE(S) IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the
nature of the business of the Company. Further, there has been no
change in the nature of business carried on by its subsidiaries.

CAPITAL STRUCTURE & CHANGES IN SHARE CAPITAL

During the year under review, there was no change in the Share Capital
of the Company. Further, the Company has not issued any equity
shares with differential rights as to dividend, voting or otherwise.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION WHICH HAVE OCCURED
BETWEEN THE END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT

There have been no material changes and commitments affecting
the financial position of the Company which have occurred between
the end of the financial year of the Company to which the financial
statements relate and the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were
passed by the Regulators or Courts or Tribunals which may impact
the going concern status of the Company or its future operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS

The Board of the Company contains an optimum combination of
Executive and Non-Executive Directors. As on March 31, 2025, it
comprises of 14 (fourteen) Directors, viz. 7 (seven) Non-Executive
Independent Directors including a Woman Independent Director and
7 (seven) Executive Directors. The position of the Chairman of the
Board and the Managing Director are held by separate individuals,
wherein the Chairman of the Board is an Executive Director. The
profile of all the Directors can be accessed on the Company’s
website at https://rupa.co.in/board-of-directors.

None of the Directors of the Company have incurred any
disqualification under Section 164(1) & 164(2) of the Companies Act,
2013 (Act). Further, all the Directors have confirmed that they are
not debarred from accessing the capital market as well as from
holding the office of Director pursuant to any order of Securities and
Exchange Board of India or Ministry of Corporate Affairs or any other
such regulatory authority.

In the view of the Board, all the directors possess the requisite skills,
expertise, integrity, competence, as well as experience considered
to be vital for business growth. The detailed analysis of various skills,
qualifications and attributes as required and available with the Board
has been presented in the Corporate Governance Report.

Changes in Directorate

i. Retirement of Non-Executive Independent Directors

During the year under review, the following persons retired
as Non-Executive Independent Directors of the Company on
account of completion of their second term:

The Board placed on record its sincere appreciation for their
contribution towards the success of the Company, during their
tenure as a Non-Executive Independent Director on the Board
of the Company.

ii. Appointment of Non-Executive Independent Directors

The Board of Directors at its meetings held on August 09,
2024 and November 09, 2024 respectively, based on the
recommendations of the Nomination and Remuneration
Committee, inter alia approved the following appointments,
subject to the approval of the shareholders of the Company:

i. Appointment of Mr. Joginder Pal Dua (DIN: 02374358),
Mr. Sumit Malhotra (DIN: 02183825), Mrs. Mamta Binani
(DIN: 00462925) and Mr. Arvind Baheti (DIN: 08094824)
as Additional Directors (Non-Executive Independent) for
a term of five years, effective from September 06, 2024.

Their appointment as Independent Directors of the
Company for the term as mentioned above was
subsequently approved by the shareholders of
the Company through special resolution passed
at the 39^th Annual General Meeting (AGM) held on
September 27, 2024.

ii. Appointment of Mr. Vijay Chhibber (DIN: 00396838) as
Additional Director (Non-Executive Independent) for a
term of five years, effective from November 10, 2024.

His appointment as the Independent Director of the
Company for the term as mentioned above was
subsequently approved by the shareholders of the
Company through special resolution passed with the
requisite majority by way of postal ballot concluded
on January 09, 2024. Further details of the same are
provided in the Report of Corporate Governance, forming
part of this Annual Report.

In the opinion of the Board, the Independent Directors appointed
during the year possesses requisite integrity, expertise,
experience and proficiency. The requisite declarations and
eligibility confirmations under the provisions of the Act and
Listing Regulations were received for considering their
appointment as Independent Directors.

The brief profiles of the Independent Directors are also
available on the Company’s website at https://rupa.co.in/
board-of-directors .

iii. Reappointment of Executive Directors

The Board of Directors at its meetings held on August 09,
2024 based on the recommendations of the Nomination
and Remuneration Committee, inter alia, approved the re¬
appointment of Mr. Prahlad Rai Agarwala (DIN: 00847452), Mr.
Ramesh Agarwal (DIN: 00230702) and Mr. Mukesh Agarwal
(DIN: 02415004) as the Whole-time Directors of the Company
for a further period of five years effective from April 01, 2025.

The aforementioned re-appointments were subsequently
approved by the shareholders of the Company at the 39^thAGM
held on September 27, 2024.

Further, the Board at its meeting held on May 21, 2025
has approved and recommends special resolutions to be
passed at the ensuing 40^th AGM for the reappointment of Mr.
Ghanshyam Prasad Agarwala (DIN: 00224805) as the Whole¬
time Director, and Mr. Kunj Bihari Agarwal (DIN: 00224857) as
the Managing Director for a further period of 5 (five) years, w.e.f.
April 01, 2026. Resolutions seeking Shareholders’ approval for
their re-appointment along with other required details forms
part of the Notice.

iv. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152(6)(d) of the
Act read with Companies (Appointment and Qualification
of Directors) Rules, 2014 and Articles of Association of the
Company, Mr. Mukesh Agarwal (DIN: 02415004), Whole-time
Director, and Mr. Vikash Agarwal (DIN: 00230728), Whole-time
Director, are liable to retire by rotation at the ensuing 40^th AGM
and being eligible have offered themselves for re-appointment.

Based on the performance evaluation and the recommendation
of the Nomination and Remuneration Committee, the Board
recommends their reappointment. Resolutions seeking
Shareholders’ approval for their re-appointment along with
other required details forms part of the Notice.

KEY MANAGERIAL PERSONNEL

Apart from the Executive Directors, Mr. Sumit Khowala, Chief Financial
Officer and Mr. Sumit Jaiswal, Company Secretary & Compliance
Officer, are also designated as the Key Managerial Personnel (“KMP”)
of the Company in accordance with the provision of Sections 2(51)
and 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, Mr. Manish Agarwal has resigned
as the Company Secretary and Compliance Officer (KMP) of the
Company with effect from the closure of business hours on June 10,
2024. Upon his resignation, the Board of Directors at their meeting
held on May 23, 2024 appointed Ms. Swati Parakh as the Interim
Compliance Officer of the Company with effect from June 11, 2024.

Further, the Board of Directors at their meeting held on August 09,
2024 appointed Mr. Sumit Jaiswal as the Company Secretary and
Compliance Officer (KMP) of the Company with effect from August
10, 2024. Consequent to his appointment, Ms. Swati Parakh ceased

to hold the position of Interim Compliance Officer of the Company
with effect from the closure of business hours on August 09, 2024.

There were no other changes in the composition of the Board and
KMP, except as mentioned above.

Declaration Given by the Independent Directors

The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence
as prescribed under Section 149 of the Act as well as Regulation
16 and 25 of Listing Regulations. The Independent Directors have
also submitted a declaration confirming that they have registered
their names in the databank of Independent Directors as being
maintained by the Indian Institute of Corporate Affairs (IICA) in
terms of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

None of the Independent Directors are aware of any circumstance
or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external
influence. The Board of Directors have taken on record the
declaration and confirmation submitted by the Independent
Directors after undertaking due assessment of the same and in their
opinion the Independent Directors are persons of integrity, expertise
and experience and fulfill the conditions specified in the Act and
Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act along
with the Code of Conduct for Directors and Senior Management
Personnel formulated by the Company as per Listing Regulations.

Board Diversity

The Company recognizes and embraces the benefits of having
a diverse Board that possesses a balance of skills, experience,
expertise and diversity of perspectives, appropriate to the
requirements of the businesses of the Company. The Board has
adopted the Board Diversity Policy which sets out the approach to
diversity. The policy is available at the website of the Company at
https://rupa.co.in/livesite/wp-content/uploads/2022/08/Policy_
on_Board_Diversitv-1.pdf.

PERFORMANCE EVALUATION OF THE BOARD, THE
COMMITTEES AND THE INDIVIDUAL DIRECTORS

The Company has a structured process for performance evaluation
of the Board, Board Committees and individual Directors. The
parameters for Board performance evaluation have been derived
from the Board’s role to protect and enhance shareholder value as
well as to fulfil expectations of other stakeholders through strategic
supervision of the Company.

Pursuant to the provisions of Section 178 of the Act and the Listing
Regulations, the Nomination and Remuneration Committee has laid
down the criteria for performance evaluation on the basis of which
the Board has carried out evaluation of its own performance, the
performance of Board Committees and of the Directors individually.

The Independent Directors of the Company, at their separate
meeting held on March 24, 2025, have reviewed the performance
of Non-Independent Directors, the Board as a whole and also the
performance of the Chairperson of the Company, taking into account
the views of executive directors and non-executive directors. The
review of performance of Non-Independent Directors was done, on
various parameters, such as skill, competence, experience, degree
of engagement, ideas & planning, leadership qualities, attendance
at meetings etc. The Board’s performance was reviewed on various
parameters, such as adequacy of the composition of the Board,
Board culture, effectiveness of the Board’s process, information and
functioning, appropriateness of qualification & expertise of Board
members, inter-personal skills, ability to act proactively, managing
conflicts and crisis situations, roles and responsibilities of Board
members, appropriate utilization of talents etc. The evaluation of
performance of the Chairperson of the Company was conducted
on various parameters, such as leadership quality, strategic
perspective, capability, availability, clarity of understanding, ability to
encourage deliberations, degree of contribution, etc.

The Nomination and Remuneration Committee of the Board,
based on the report of the Independent Directors, evaluated the
performance of the Non-Independent Directors. The said Committee
members also evaluated the performance of the Independent
Directors of the Company, based on the reports of the Executive
Directors, considering their requisite skills, competence, experience,
knowledge of the regulatory requirements etc.

The Board of Directors of the Company, based on the report of
the Independent Directors and the Nomination and Remuneration
Committee, evaluated its own performance, the performance of
Board Committees and of the Directors individually, after seeking
inputs from all the Directors. Performance evaluation of independent
directors was done by the entire Board, excluding the independent
director being evaluated.

The performance of the Board was evaluated on various parameters,
such as the board composition and structure, effectiveness of
Board processes, information and functioning, etc. Further the
performance of its Committees were evaluated on parameters, such
as composition of Committees, adequacy of meetings in enhancing
the effectiveness of the Committee, existence of a defined set of
objectives/ terms of reference, etc.

The Board is satisfied with the overall functioning of the Board and
its Committees.

COMPANY’S POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

To uphold the Board's independence and distinguish its roles in
governance and management, the Company’s policy mandates an
optimal blend of executive, non-executive, and independent directors.
The Nomination and Remuneration Committee recommended
this strategic composition, leading to the adopted Nomination and
Remuneration Policy, which adheres to all requirements of the Act
and Listing Regulations.

The Remuneration Policy of the Company has been designed with
the following basic objectives:

a. to set out a policy relating to appointment and remuneration
of Directors, Key Managerial Personnel’s and other employees
of the Company;

b. to ensure that the Company is able to attract, develop
and retain high-performing and motivated Executives in a
competitive international market;

c. to ensure that the Executives are offered a competitive and
market aligned remuneration package, with fixed salaries
being a significant remuneration component, as permissible
under the Applicable Law;

d. to ensure that the remuneration of the Executives is aligned
with the Company’s business strategies, values, key
priorities and goals;

e. setting up the Board Diversity Criteria.

The remuneration paid to the directors is as per the terms laid out in
the Remuneration Policy of the Company.

The Policy is available on the website of the Company at
https://rupa.co.in/livesite/wp-content/uploads/2022/08/
Remuneration-Policy.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the
information and explanations obtained by us, we hereby make
the following statements in terms of Section 134(3)(c) and
134(5) of the Act:

(i) in the preparation of the Annual Accounts for the financial year
ended March 31, 2025, the applicable Accounting Standards
had been followed;

(ii) such accounting policies as mentioned in Notes to the Annual
Accounts have been selected and applied consistently and
judgment and estimates have been made that are reasonable
and prudent so as to give a true and fair view of the state of

affairs of the Company as at March 31, 2025 and of the profit of
the Company for the year ended on that date;

(iii) proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities
has been taken;

(iv) the Annual Accounts has been prepared on a going
concern basis;

(v) internal financial controls followed by the Company are in place
and that such internal financial controls are adequate and are
operating effectively; and

(vi) proper systems to ensure compliance with the provisions of
all applicable laws are in place and that such systems were
adequate and operating effectively.

MEETINGS OF BOARD OF DIRECTORS

The Board met 4 (four) times during the FY 2024-25, viz., on May
23, 2024, August 09, 2024, November 09, 2024 and February 06,
2025. The details relating to attendance of Directors in each board
meeting held during the FY 2024-25 has been separately provided
in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors have constituted 6 (six) Committees viz. Audit
Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility Committee,
Risk Management Committee and Operations Committee to deal
with specific areas/activities that need a closer review and to have
an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the
meetings of the Committees has been disclosed in the Corporate
Governance Report.

During the year under review, all recommendations of the
Committees were approved by the Board.

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditor’s Report

In compliance with Section 139 of the Companies Act, 2013 read
with Rules made thereunder, M/s. Singhi & Co. (Firm Registration
Number: 302049E), Chartered Accountants, were re-appointed as
the Statutory Auditor of the Company, for a second term of 5 (five)
consecutive years at the 37^th Annual General Meeting (AGM) held
on August 17, 2022, to hold office from the conclusion of the said
meeting till the conclusion of the 42^nd AGM to be held in the year 2027.

The Auditor’s Report on the Standalone and Consolidated financial
statements of the Company for the year ended March 31, 2025
forms part of this Annual Report and there are no qualifications,
reservation, adverse remark or disclaimer made by the Statutory
Auditors in their report.

Internal Auditors

The Board appointed M/s. S S Kothari Mehta & Co. LLP, Chartered
Accountants (FRN: 000756N) as the Internal Auditor of the Company
for the financial year 2024-25. The Audit Committee considers and
reviews the Internal Audit Report submitted by the Internal Auditor
on a quarterly basis.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Listing Regulations, M/s. MKB &
Associates (FRN: P2010WB042700), Practicing Company
Secretaries, were appointed as the Secretarial Auditor of the
Company for the Financial Year 2024-25. The Secretarial Audit
Report in Form MR-3, for the Financial Year 2024-25, is set out in
‘Annexure - 5’ to this report. The Secretarial Audit Report does not
contain any qualification, reservation, adverse remark or disclaimer.

Furthermore, upon the recommendation of the Audit Committee,
the Board of Directors in its meeting held on May 21, 2025, appointed
M/s. MKB & Associates, Company Secretaries (Firm registration no:
P2009MH007000), as the Secretarial Auditors of the Company
to hold office for a term of five consecutive years commencing
from financial year 2025-26 till financial year 2029-30, subject to
the approval of shareholders, at the ensuing 40^th Annual General
Meeting, in terms of the Listing Regulations read with SEBI Circulars,
Section 204 of the Act and Rules thereunder.

Cost Audit and Cost Records

The provisions of Section 148 of the Companies Act, 2013, with
respect to maintenance of Cost records and Cost Audit are not
applicable on the Company.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND AND
EQUITY SHARES TO THE IEPF AUTHORITY

During the year ended March 31, 2025, the Company has transferred
unclaimed and unpaid dividend w.r.t. Financial Year 2016-17,
amounting to H 1,73,371/- (Rupees One Lakh Seventy Three Thousand
Three Hundred and Seventy One Only), to the Investor Education
and Protection Fund (IEPF) as set up by the Central Government.
Further, 100 Equity Shares of H 1/- each, held by five shareholders,
whose dividends have remained unpaid or unclaimed for a period
of seven consecutive years or more, has been transferred to the
demat account of the IEPF Authority.

Shareholders are requested to kindly check the status of their unpaid
or unclaimed dividend available at the website of the Company at
https://rupa.co.in/unclaimed-dividend-iepf/.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the value of being a socially responsible
corporate and strongly believes in giving back to the society. The
objective of the Company’s Corporate Social Responsibility (CSR)
is to improve the quality of life of communities through long-term
value creation. In this regard the Company has formulated a CSR
Policy which can be accessed at https://rupa.co.in/livesite/wp-
content/uploads/2022/08/Corporate_Social_Responsibilitv-1.pdf.

The Company has constituted a CSR Committee, in terms of
provisions of Section 135 of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, inter alia to give directions
and assistance to the Board for leading the CSR initiatives of the
Company. The Committee formulates and reviews the Annual
Action Plan and also monitors the progress of the CSR activities.
The details of the Committee including term of reference have been
disclosed in the Corporate Governance Report.

During the year, the Company has undertaken several CSR activities
in accordance with the Annual Action Plan laid down by the Board
and has spent H 270.01 lakhs towards CSR activities.

The Company works primarily in the areas of making available
drinking water, promoting education, healthcare including preventive
health, eradication of hunger, environmental sustainability and
ecological balance.

Since there was no unspent amount, the Company was not required
to transfer any amount to the fund or separate bank account during
the year, in accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

The brief outline of the CSR Policy of the Company and the initiatives
undertaken by the Company during the financial year ended March
31, 2025, in accordance with Section 135 of the Act and Companies
(Corporate Social Responsibility Policy) Rules, 2014 is set out in
“Annexure-1” to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report (BRSR)
follows the National Guidelines on Responsible Business Conduct
(NGRBC) principles on the social, environmental and economic
responsibilities of business. BRSR for the financial year ended March
31, 2025, is set out in “Annexure-6” to this Report. The same is also
uploaded on the Company’s website at https://rupa.co.in/business-
responsibility-report/.

RISK MANAGEMENT

The Board of Directors of the Company has a Risk Management
Committee, to frame, implement and monitor the risk management
plan for the Company.

The Company has a Risk Management Policy which lays down
the framework for identification and mitigation of various risks.
Risk management is ingrained in all parts of the organization. The
specific objectives of this Policy is to assess risks in the internal
and external environments and incorporate mitigation plans in its
business strategy and operation plans. The Audit Committee and
Risk Management Committee review key risk elements of the
Company’s business, finance, operations and compliance, and their
respective mitigation strategies.

The Risk Management Framework emphasises proper analysing
and understanding the underlying risks before undertaking any
transaction. This enables a proper assessment of all risks and
ensures that the transactions and processes conform to the
Company’s risk appetite and regulatory requirements.

The Company's Risk Management process aims to create value
in uncertainty, ensure good governance, meet stakeholder
expectations, and enhance growth.

The Risk Management Framework is reviewed periodically by the
Audit Committee and Risk Management Committee of the Board
of Directors. In the opinion of the Board of Directors, there are no
existing factors which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Company has an adequate system of internal financial controls
commensurate with its size and scale of operations to ensure a
smooth functioning of its business. Further the Company adheres
to the procedures and policies and ensures orderly and efficient
conduct of its business, safeguarding of its assets, optimal utilization
of resources, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and timely
preparation of reliable financial information.

The Internal Financial Control systems of the Company are monitored,
evaluated and reviewed by the Audit Committee to keep pace with
the growing size and complexity of the Company’s operations.

The Directors have laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial Controls
are adequate and were operating effectively. In this regard, the
Board confirms the following:

i) Systems have been laid to ensure that all transactions are
executed in accordance with management's general and
specific authorization;

ii) Systems and procedures exist to ensure that all transactions
are recorded, as necessary to permit preparation of Financial
Statements and to maintain accountability and the timely
preparation of reliable financial information;

iii) Access to assets is permitted only in accordance with
management's general and specific authorization. No assets of
the Company are allowed to be used for personal purposes,
except in accordance with terms of employment or except as
specifically permitted;

iv) The existing assets of the Company are verified/ checked
at reasonable intervals and appropriate action is taken with
respect to differences, if any; and

v) Proper systems are in place for prevention and detection
of frauds and errors and for ensuring adherence to the
Company’s policies.

During the year, no material or serious observation has been received
from the Statutory Auditor of the Company, citing inefficiency or
inadequacy of such controls.

Further, the certificate from Managing Director and Chief Financial
Officer, in terms of Regulation 17(8) of the Listing Regulations, provided
in this Annual Report, also certifies the adequacy of the Company’s
Internal Control systems and procedures. Necessary certification
by the Statutory Auditors in relation to Internal Financial Control u/s
143(3)(i) of the Act forms part of the Audit Report.

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
the work performed by the internal, statutory and secretarial
auditors, including the audit of internal financial controls over
financial reporting by the statutory auditors and the reviews
performed by management and the relevant Board Committees,
including the audit committee, the Board is of the opinion that the
Company’s internal financial controls were adequate and effective
during FY 2024-25.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and a Whistle-blower
policy in accordance with the provisions of Section 177 of the Act and
Regulation 22 of the Listing Regulations with an objective to establish
a mechanism for the directors and employees to report unethical
behaviour, actual or suspected fraud, violations of applicable laws,
regulations and the Code of Conduct.

The mechanism also provides for adequate safeguards against
victimization of Director(s) or employee(s) or any other person for
availing the mechanism and in exceptional cases, direct access
to the Chairman of the Audit Committee to report instances of
fraud/ misconduct is provided. The Audit Committee looks into
the complaints raised, if any, and their redressal. During the year

under review, the Company did not receive any complaint under
the policy. The Whistle Blower Policy of the Company, is available on
the Company’s website, at https://rupa.co.in/livesite/wp-content/
uploads/2022/08/Whistle Blower Policy.pdf.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

In line with the requirements of the Act and the Listing Regulations,
the Company has formulated a Policy on dealing with Related
Party Transactions (‘RPT Policy’) and the same is available on the
Company’s website at https://rupa.co.in/livesite/wp-content/
uploads/2022/08/Policv_on_Related_Partv_Transactions.pdf.

All contracts/ arrangements/ transactions entered by the Company
during the FY 2024-25, with its related parties, were in the ordinary
course of business and on an arm’s length basis and had prior
approval of the Audit Committee, as required under the Act and
Listing Regulations. All related party transactions are reviewed on a
quarterly basis by the Audit Committee.

There were no materially significant related party transactions
entered into by the Company which may have potential conflict
with the interest of the Company. Further, during the Financial Year,
the Company has not entered into any contract/ arrangement/
transaction with related parties which could be considered material
in accordance with the Company’s RPT policy except those provided
in Form AOC-2, is set out in ‘Annexure - 2’ to this Report. Further,
suitable disclosure as required by the Accounting Standards has
been made in the Notes to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The loan and guarantee given by the Company are within the limits
prescribed under Section 186 of the Act. Further, the details of the
said loan given, guarantee given and investment made are provided
in the Notes to the Financial Statements of the Company.

The related party disclosures with respect to loans/ advances at the
end of the Financial Year under review and maximum outstanding
amount thereof during the year, as required under Part A of Schedule
V to the Listing Regulations, have been provided in the Notes to the
Financial Statements of the Company.

PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is set out in “Annexure- 3” to this report.

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

Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated in Section 134(3)
(m) of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014 is set out in “Annexure - 4” to this Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported
any instances of fraud committed in the Company as required to be
reported under Section 143(12) of the Act.

ANNUAL RETURN

The Annual Return of the Company, for the Financial Year ended
March 31, 2025, pursuant to the provisions of Section 134(3)(a)
and Section 92(3) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, is available on the
Company’s website at https://rupa.co.in/annual-returnmgt-7/.

CREDIT RATING

CRISIL Ratings Limited (CRISIL) has reaffirmed the credit rating
of your Company for long term facilities as CRISIL AA-/Stable
and for short term facilities and Commercial Paper as CRISIL A1 ,
respectively. Details of the same are provided in the Corporate
Governance Report.

DEPOSITS

During the year under review, the Company has not accepted any
deposits from the public within the meaning of Section 73 of the Act
read with the Companies (Acceptance of Deposits) Rules, 2014. As
on March 31, 2025, there were no deposits lying unpaid or unclaimed.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, in terms of Regulation 34(3),
read with Schedule V, of the Listing Regulations, forms part of this
Annual Report. The Company has obtained a certificate from the
Statutory Auditors of the Company, M/s. Singhi & Co., Chartered
Accountants, confirming compliance with the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under
review as stipulated under Regulation 34, read with Schedule V of
the Listing Regulations, forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the FY 2024-25, the Company has complied with the
applicable Secretarial Standards i.e. SS-1 and SS- 2, as issued by the
Institute of Company Secretaries of India (ICSI).

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a
Company. A Company’s success depends on the ability to attract,
develop and retain best talent at every level. The Company has
always been proactive in providing growth, learning platforms, safe
workplace and personal development opportunities to its workforce.
Company strives to maintain a skilled and dedicated workforce,
representing diverse experiences and viewpoints. The Human
Resource department of the Company are rooted in ensuring a fair
and reasonable process for all-round development and up-liftment
of talent through its persistent effort.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company is committed to provide a safe and conducive
work environment to its employees and has formulated ‘Policy
for Prevention of Sexual Harassment’ to prohibit, prevent or deter
any acts of sexual harassment at workplace and to provide the
procedure for the redressal of complaints pertaining to sexual
harassment. Further, the Company is in compliance with the
provisions relating to constitution of Internal Complaints Committee
under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

During the year under review, no cases were filed under the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURES

Your Directors state that:

i) The Company does not have any Employee Stock Option Plan.

ii) Neither the Managing Director nor the Whole-time Directors of
the Company receive any remuneration or Commission from
any of its subsidiaries.

iii) No proceedings are pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

iv) The Company serviced all the debts & financial commitments
as and when they became due and no settlements were
entered into with the bankers.

ACKNOWLEDGEMENT

The Board of Directors place on record its deep sense of
appreciation for the significant contribution made by all the
employees through their dedication, hard work and commitment at
all levels throughout the year.

The Board conveys its appreciation towards its customers,
stakeholders, suppliers, vendors, bankers, financial institutions,
business associates, regulatory and government authorities
both at the Central and State level for their continued support
and co-operation.

For and on behalf of the Board of Directors

Prahlad Rai Agarwala

Place: Kolkata Chairman

Date: May 21, 2025 DIN: 00847452