STATE OF COMPANY’S AFFAIRS

On the Standalone basis, the Company’s Revenue from Operations
increased to H1,25,947.61 lakhs for FY 2025-26 as against H1,22,718.49
lakhs in the previous financial year, registering a growth of 2.6%. The
Company's Net Profit after tax for FY 2025-26 stood at H7,192.84
lakhs as compared to H8,267.95 lakhs in the previous financial year,
declined by 13%.

On a consolidated basis, the Company’s Revenue from Operations
increased to H1,25,910.26 lakhs for the FY 2025-26 as against
H1,23,931.70 lakhs in the previous financial year, registering a growth
of 1.6%. The Company’s Net Profit after tax for FY 2025-26 stood at
H7,248.78 lakhs as against H8,329.21 lakhs in the previous financial
year, declined by 12.9%.

The Company delivered a resilient performance during the year
under review despite a competitive business environment and
evolving consumer demand trends across key product categories.

Its performance was driven by a continued focus on operational
efficiency, prudent cost management and a strategically diversified
product portfolio. Sales volume registered a growth of 4%, led by
strong demand across the economy and athleisure segments.
During FY 2025-26, the Company reported an EBITDA of H 115.3 crore
with an EBITDA margin of 9.2%, while the PAT margin stood at 5.8%.

During the year under review, the Company continued to strengthen
its backend operations through supply chain optimisation, process
improvements and cost rationalisation initiatives aimed at enhancing
operational efficiency and supporting future growth. The Company's
dedicated export unit delivered a satisfactory performance
during the year. Export markets witnessed encouraging traction,
particularly in the Middle East, South Korea and Italy, contributing
approximately 3% to the Company's overall revenue. Going forward,
the Company intends to consolidate its presence in the Middle East
while strategically expanding its footprint across African markets.

The Company remained committed to strengthening its brands
through sustained investments in advertising and promotional
initiatives. During FY 2025-26, it incurred advertising and promotional
expenditure of H69 crore, representing ~5.5% of its revenue. Brand
campaigns were undertaken across television, print, outdoor and
digital media platforms and were further amplified through celebrity
endorsements. Focused promotional initiatives for the Company's
brands, including Frontline, Jon, Colors, Euro, Bumchums, Footline,
Softline and Macroworld, along with dealer branding initiatives and
channel partner incentive programmes, further enhanced brand
visibility and market reach.

The Company maintained a strong financial position and generated
healthy free cash flows during the year under review. Operating
cash flow amounted to H45 crore, while net cash surplus, stood at
H33 crore, reflecting disciplined financial management and a robust
liquidity position.

The Company further strengthened its Pan-India distribution
network, comprising four central warehouses, over 1,500 dealers
and access to more than 2,00,000 retailers. Modern Trade and
e-commerce channels continued to deliver healthy growth and
contributed 5.1% to the Company's revenue during the year.

Looking ahead, the Company remains committed to creating
sustainable long-term value through continued investments in
manufacturing capabilities, technology, product innovation, brand
development, digital initiatives and channel expansion, while
maintaining operational excellence and financial discipline.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

On March 31, 2026, the Company had 4 (four) Wholly-owned
Subsidiaries, the details of which are as follows:

(i) Euro Fashion Inners International Private Limited, which was
earlier engaged in selling premium hosiery products under the
brand name “EURO”, has transferred its Business Operations to
the Company pursuant to a Business Collaboration Agreement
with effect from April 01, 2014. The subsidiary presently earns
royalty from the Company for permitting the use of the “EURO”
brand in its business.

As on March 31, 2026, the Revenue from Operations, including
Other Income, was H39.30 lakhs, as against H37.09 lakhs on
March 31, 2025. Net Profit earned during the year under review
was H25.73 lakhs, as compared to H23.65 lakhs earned during
the previous year.

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

As on March 31, 2026, the Revenue from Operations, including
Other Income, was H340.16 lakhs, as against H214.44 lakhs on
March 31, 2025. Net Profit earned during the year under review
was H28.91 lakhs, as compared to H24.09 lakhs earned during
the previous year.

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

As on March 31, 2026, the Revenue from Operations, including
Other Income was H2.16 lakhs, as against H1,227.93 lakhs on
March 31, 2025. Net loss incurred during the year under review
was H0.68 lakhs, as compared to a net profit of H14.29 lakhs
earned during the previous year.

(iv) Rupa Bangladesh Private Limited, was incorporated
as Wholly-owned Subsidiary of the Company in Dhaka,
Bangladesh, with the principal object of undertaking
manufacturing activities in Bangladesh.

During the financial year under review, the subsidiary did not
generate any Revenue from Operations and the Net Loss for
the year stood at H0.44 lakhs, as against a net loss of H0.41
lakhs in the previous financial year.

Except for the 4 (four) wholly owned subsidiaries mentioned above,
the Company did not have any other subsidiary, associate or joint
venture during the financial year under review. No entity became
a subsidiary, associate or joint venture of the Company during
the year. However, Rupa Fashions Private Limited ceased to be a
subsidiary of the Company during the financial year under review.
There was no change in the nature of business of the remaining
subsidiaries during the year.

None of the aforesaid subsidiaries qualifies as a ‘Material Subsidiary’
in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The Policy on determining material subsidiaries is available on
the Company’s website athttps://rupa.co.in/livesite/wp-content/
uploads/2022/08/Policy for determining Material Subsidiary.pdf .

In accordance with the provisions of Section 129(3) of the Companies
Act, 2013 (“Act”) read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features of the financial
statements of the Company’s subsidiaries in Form AOC-1 and the
contribution of each subsidiary to the overall performance of the
Company is disclosed in the Notes forming part of the Consolidated
Financial Statements.

The Audited Standalone and Consolidated Financial Statements
of the Company, along with the Audited Financial Statements of
its subsidiaries and other relevant information/documents are
available on the website of the Company athttps://rupa.co.in/
financial-information/. The same are also available for inspection by

the Members during business hours at the registered office of the
Company in accordance with the applicable provisions of the Act.

DIVIDEND

The Board of Directors, at its meeting held on May 26, 2026 has
recommended a final dividend of 300% i.e. H3/- (Rupees Three only)
per equity share of face value of H1/- each, fully paid-up, for the financial
year ended March 31, 2026. The payment of final dividend, subject to
the approval of shareholders at the ensuing Annual General Meeting
(“AGM”) of the Company, will result in an outflow of H2,385.74 lakhs.

The recommended dividend is in accordance with the Company’s
Dividend Distribution Policy, which is available on the Company’s
website athttps://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, 2026.

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.

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
shares, convertible securities, or shares with differential rights as
to dividend, voting or otherwise, and has neither granted any stock
options nor issued sweat equity shares.

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 any Regulator, Court or Tribunal that could 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 represents an optimum combination of
Executive and Non-Executive Directors. As on March 31, 2026, the
Board comprised of 14 (fourteen) Directors, consisting of 7 (seven)
Executive Directors and 7 (seven) Non-Executive Independent
Directors including 1 (one) Woman Independent Director.

The positions 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 athttps://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 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 statutory or
regulatory authority.

In the opinion of the Board, all the directors possess the requisite
skills, expertise, integrity, competence and experience required
for discharging their duties effectively and for contributing to the
sustainable growth of the Company. The details of the core skills,
expertise and competencies identified by the Board, together with
those available with the Directors, are provided in the Corporate
Governance Report forming part of this Annual Report.

Changes in Directorate
i. Reappointment of Executive Directors

Based on the recommendations of the Audit Committee
and Nomination and Remuneration Committee, the Board
of Directors, at its meeting held on May 21, 2025, approved
the re-appointment of Mr. Ghanshyam Prasad Agarwala
(DIN: 00224805) as Whole-time Director and Mr. Kunj Bihari
Agarwal (DIN: 00224857) as Managing Director for a further
period of 5 (five) years effective from April 01, 2026.

The aforesaid re-appointments were subsequently approved
by the shareholders of the Company at the 40^th AGM held on
September 01, 2025.

Further, based on the recommendations of the Audit Committee
and Nomination and Remuneration Committee, the Board of
Directors, at its meeting held on May 26, 2026, approved and
recommended the reappointment of Mr. Vikash Agarwal (DIN:
00230728) as the Whole-time Director for a further period
of 5 (five) years w.e.f. May 23, 2027 and Mr. Sunil Rewachand
Chandiramani (DIN: 00524035) as the Independent Director
for a second term of 5 (five) consecutive years, w.e.f. May 23,

2027, subject to the approval of the shareholders by way of
special resolutions at the ensuing Annual General Meeting
of the Company. The requisite resolutions, together with the
disclosures required under the Act, the Listing Regulations and
the Secretarial Standard on General Meetings (SS-2), seeking
shareholders’ approval form part of the Notice convening
the ensuing AGM.

ii. Directors retiring by rotation and subsequent
re-appointment

Pursuant to 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. Prahalad Rai Agarwala (DIN: 00847452), Whole-time
Director, and Mr. Niraj Kabra (DIN: 08067989), Executive
Director, are liable to retire by rotation at the ensuing 41^st 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

As on March 31, 2026, the Key Managerial Personnel (“KMP”)
of the Company comprised of the Executive Directors and
Mr. Sumit Khowala, Chief Financial Officer of the Company, pursuant
to the provisions 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. Sumit Jaiswal resigned from
the position of Company Secretary and Compliance Officer (KMP)
of the Company with effect from the close of business hours on
February 28, 2026.

Subsequent to the close of the financial year, based on the
recommendation of the Nomination and Remuneration Committee,
the Board of Directors, at its meeting held on May 26, 2026,
designated Mr. Sumit Khowala, Chief Financial Officer, as the
Compliance Officer of the Company with immediate effect.

There were no other changes in the composition of the Board and
KMP during the year under review, except as stated above.

Declaration Given by the Independent Directors

The Company has received the necessary declarations from all the
Independent Directors confirming that they continue to satisfy the
criteria of independence as prescribed under Section 149(6) of the
Act and Regulations 16(1)(b) and 25 of the Listing Regulations. The
Independent Directors have also confirmed that they have complied
with the requirements relating to registration in the Independent

Directors' Databank maintained by the Indian Institute of Corporate
Affairs and have either qualified the proficiency test or are exempted
therefrom, as applicable.

Further, the Independent Directors have confirmed that they are
not aware of any circumstance or situation which exists or may
reasonably be anticipated, that could impair or impact their ability
to discharge their duties with an objective, independent judgement
and without any external influence.

Based on the declarations received from the Independent Directors
and after undertaking due assessment of the same, the Board
is of the opinion that all the Independent Directors possess the
requisite integrity, expertise and experience, 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 as prescribed under Schedule IV to the
Act and have also affirmed compliance with the Company’s Code
of Conduct for Directors and Senior Management formulated in
accordance with the Listing Regulations.

Board Diversity

The Company recognizes and embraces the benefits of having
a diverse Board with an appropriate balance of skills, experience,
expertise and diversity of perspectives, commensurate with the
nature, scale and complexity of its business. The Board has adopted
a Policy on Board Diversity, pursuant to Regulation 19(4) read with
Para A of Part D of Schedule II of the Listing Regulations, which
sets out the framework for promoting diversity in the composition
of Board. The said policy is available on the Company’s website at
https://rupa.co.in/livesite/wp-content/uploads/2022/08/Policy
on Board Diversity-1.pdf.

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

The Company has in place a structured framework for evaluating
the performance of the Board of Directors, its Committees and
individual Directors.

Pursuant to the provisions of Section 178 of the Act and Regulation
19(4) read with Para A of Part D of Schedule II of the Listing
Regulations, the Nomination and Remuneration Committee has
formulated the criteria for evaluation of the performance of the
Board, its Committees and individual Directors.

In accordance with the provisions of Schedule IV to the Act
and the Listing Regulations, the Independent Directors, at their
separate meeting held on February 12, 2026, inter-alia, reviewed
the performance of the Non-Independent Directors and the Board
as a whole, reviewed the performance of the Chairperson of the

Company after taking into account the views of the Executive
Directors and Non-Executive Directors, and also assessed the
quality, quantity and timeliness of flow of information between the
company management and the Board. The evaluation covered
various parameters including leadership, strategic guidance,
competence, experience, proactive decision-making, quality of
deliberations, participation, degree of engagement, effectiveness
of Board processes, governance standards, Board culture, diversity
and overall contribution of Directors to the functioning of the Board.

In terms of Clause VIII of Schedule IV to the Act and Regulation
17(10) of the Listing Regulations, the Board of Directors carried out
the annual performance evaluation of the Independent Directors,
excluding the Director being evaluated, having regard to their
integrity, expertise, experience, participation, contribution to the
deliberations of the Board and its Committees, and fulfilment of the
criteria of independence.

Based on the evaluation reports and the feedback received from
all the Directors, the Board carried out the annual evaluation of its
own performance, the performance of its Committees and that of
the individual Directors. The Board’s performance was assessed on
parameters including Board composition and structure, effectiveness
of Board processes, quality and adequacy of information,
qualifications and expertise of its members, governance practices
and overall functioning. The performance of the Committees was
evaluated with reference to their composition, effectiveness in
discharging their roles and responsibilities, adequacy and conduct
of meetings, adherence to their terms of reference and contribution
to the overall governance framework of the Company.

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

The Nomination and Remuneration Committee reviewed the reports
of the performance evaluation carried out by the Independent
Directors as well as by the Board of Directors and noted that the
overall evaluation process was satisfactory and in compliance with
the applicable provisions of the Act and the Listing Regulations.

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

Pursuant to the provisions of Section 178 of the Act and Regulation 19
of the Listing Regulations, the Company has in place a Remuneration
Policy, as recommended by the Nomination and Remuneration
Committee and approved by the Board of Directors.

The Policy provides the framework for the appointment,
re-appointment, remuneration and evaluation of Directors, Key
Managerial Personnel and Senior Management Personnel. It also lays
down the criteria for determining qualifications, positive attributes,
independence of Directors and Board Diversity, with the objective
of ensuring an appropriate balance of Executive, Non-Executive
and Independent Directors on the Board. The Policy is designed to
attract, retain and motivate competent professionals by providing
remuneration that is fair, competitive, performance-oriented and
aligned with the Company's business strategy, values, long-term
objectives and applicable statutory requirements.

The remuneration paid to the Directors during FY 2025-26 was in
accordance with the provisions of the Act, the Listing Regulations
and the Remuneration Policy of the Company. The said Policy is
available on the website of the Company athttps://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, 2026, the applicable Indian Accounting
Standards (Ind AS) 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, 2026 and of the profit of
the Company for the year ended on that date;

(iii) proper and sufficient care has been taken 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;

(iv) the Annual Accounts have 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

During the financial year 2025-26, the Board of Directors met 4 (four)
times, viz., on May 21, 2025, August 12, 2025, November 13, 2025 and
February 12, 2026. The details of the meetings of the Board and the
attendance of the Directors thereat are provided in the Corporate
Governance Report, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted 6 (six) Committees, namely,
Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee and
Operations Committee to oversee specific areas of the Company's
operations and governance and to discharge the responsibilities
entrusted to them in accordance with the provisions of the Act, the
Listing Regulations and other applicable laws.

The composition, terms of reference, number of meetings held
and attendance of the members at the meetings of the respective
Committees are provided in the Corporate Governance Report,
which forms part of this Annual Report.

During the financial year under review, all the recommendations
made by the Committees of the Board requiring the approval of the
Board were duly accepted by the Board.

AUDITORS & AUDIT REPORTS
Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board
of Directors had appointed M/s. S S Kothari Mehta & Co. LLP,
Chartered Accountants (FRN: 000756N) as the Internal Auditor of
the Company for the financial year 2025-26. The scope, coverage
and frequency of the internal audit are reviewed by the Audit
Committee in accordance with the applicable provisions of the
Listing Regulations. The Internal Auditors conduct audits on the
basis of the approved audit plan and their reports are reviewed by
the Audit Committee on a quarterly basis.

Statutory Auditors and Auditor’s Report

Pursuant to the provisions of Section 139 of the Act read with
the 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, 2026
forms part of this Annual Report and there are no qualifications,
reservation, adverse remark or disclaimer made by the Statutory
Auditors in their report.

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 Regulation 24A of the Listing
Regulations, M/s. MKB & Associates (FRN: P2010WB042700),
Practicing Company Secretaries, were appointed as the Secretarial
Auditor of the Company for a term of 5 (five) consecutive years
commencing from financial year 2025-26 till financial year 2029¬
30, by the shareholders at the 40^th Annual General Meeting held on
September 01, 2025. The Secretarial Audit Report in Form MR-3, for
the Financial Year 2025-26, is set out in ‘Annexure - 1’ to this report.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

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

Pursuant to the provisions of Sections 124 and 125 of the Act
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the Company
had transferred unclaimed and unpaid dividend pertaining to
the financial year 2017-18, amounting to H1,11,492/- (Rupees One
Lakh Eleven Thousand Four Hundred and Ninety-Two Only), to the
Investor Education and Protection Fund (IEPF) established by the
Central Government during the year under review. Further, 162
Equity Shares of face value of H1/- each, held by four shareholders,
in respect of which dividends had remained unpaid or unclaimed
for a period of seven consecutive years or more, were transferred to
the demat account of the IEPF Authority.

The details of the unpaid and unclaimed dividend lying with the
Company, along with the due dates for transfer to the IEPF, are
available on the Company's website athttps://rupa.co.in/unclaimed-
dividend-iepf. Shareholders are requested to verify their entitlement
and claim the unpaid or unclaimed dividend, wherever applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to creating sustainable value for
society through its Corporate Social Responsibility ("CSR") initiatives.
The Company's CSR Policy, formulated in accordance with the
provisions of Section 135 of the Act and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, sets out the guiding
principles for undertaking CSR programmes and can be accessed
on the Company's website athttps://rupa.co.in/livesite/wp-content/
uploads/2022/08/Corporate Social Responsibilitv-1.pdf.

The Company has constituted a CSR Committee in accordance with
the provisions of the Act to, inter-alia, formulate and recommend the
Annual Action Plan to the Board, monitor the implementation of CSR
projects and programmes, and review the progress of CSR activities
undertaken by the Company. The Composition of the Committee
including the terms of reference and details of meetings held during
the year under review are provided in the Corporate Governance
Report forming part of this Annual Report.

Pursuant to the provisions of Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014,
read with the CSR Policy of the Company, the Company was
required to spend a sum of H180.84 lakhs (i.e. 2% of the average
Net Profit of last three financial years) on CSR activities during the
Financial Year 2025-26.

The Company spent an aggregate amount of H370.51 lakhs towards
CSR activities during the FY 2025-26 in accordance with the
approved Annual Action Plan. The CSR initiatives undertaken by the
Company primarily focused on providing access to safe drinking
water, eradicating hunger, poverty and malnutrition, promoting
education, healthcare including preventive healthcare, animal
welfare, environment sustainability and ecological balance.

The Company has incurred an excess CSR expenditure of H189.67
lakhs over and above its statutory CSR obligation during the financial
year 2025-26. In accordance with Section 135 of the Companies
Act, 2013 read with Rule 7(3) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the excess amount shall be carried
forward and set-off against the CSR obligations of the immediately
succeeding three financial years.

Further, as there was no unspent CSR amount as at the end of
the FY 2025-26, the Company was not required to transfer any
amount to a separate bank account for ongoing projects or to any
fund specified in Schedule VII to the Act, in accordance with the
Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR activities containing the disclosures as
required under Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 forms part of this
Report as Annexure-2.

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors of the
Company is entrusted with assisting the Board in discharging its
responsibilities relating to the identification, assessment, monitoring
and mitigation of material business risks that may impact the
Company's operations and strategic objectives.

Pursuant to the provisions of Section 134(3)(n) of the Act and
Schedule II to the Listing Regulations, the Company has adopted a
Risk Management Policy which provides a structured framework

for identification, evaluating, monitoring and mitigating financial,
operational, strategic, sustainability, information, cyber security,
regulatory and other business risks.

The Risk Management Committee periodically reviews the
Company's risk profile, the effectiveness of mitigation measures and
the adequacy of the overall risk management framework. The Audit
Committee also reviews financial and internal control-related risks
as part of its oversight functions.

The Company's risk management framework is integrated with its
business planning and decision-making processes to ensure timely
identification and management of emerging risks while creating
sustainable value for stakeholders.

In the opinion of the Board, there are no material risks which, in its
assessment, may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has established and maintains an adequate and
effective system of internal financial controls commensurate
with the size, scale and complexity of its operations. The internal
financial control framework is designed to provide reasonable
assurance regarding the orderly and efficient conduct of business,
safeguarding of assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting records,
compliance with applicable laws and regulations, and the timely
preparation of reliable financial information.

The Company has implemented comprehensive policies, standard
operating procedures, manuals and process guidelines that
clearly define roles, responsibilities and control mechanisms
across its operations. These controls ensure that transactions are
undertaken in accordance with management's delegated authority,
are appropriately authorised and accurately recorded to facilitate
the preparation of financial statements in accordance with the
applicable accounting standards and statutory requirements, and
maintain proper accountability for the Company's assets. Functional
heads are responsible for ensuring compliance with applicable laws,
regulations and the Company's internal policies and procedures.

The Company maintains its books of account and operational
records through its Enterprise Resource Planning (ERP) system, SAP,
which facilitates transaction processing, workflow management
and approval processes. Supported by integrated information
technology solutions, the ERP platform provides a robust foundation
for the Company's internal financial control framework. Continued
investments in automation have enabled system-driven accounting
and financial reporting processes, thereby enhancing the
accuracy and reliability of financial information, reducing manual
intervention, strengthening process controls and facilitating timely
financial reporting.

The adequacy and operating effectiveness of the Company's
internal financial controls are reviewed periodically by the Internal
Auditors and monitored by the Audit Committee, which oversees the
effectiveness of the internal control environment and recommends
improvements, wherever considered necessary.

Based on the internal financial control framework established by
the Company, the reviews carried out by the Management, the
reports of the Internal Auditors, and the oversight exercised by the
Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and operating effectively
throughout the financial year 2025-26.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of the Listing Regulations, the Company has
established a Vigil Mechanism through its Whistle Blower Policy
to provide a formal framework for Directors and employees to
report genuine concerns relating to unethical behaviour, actual or
suspected fraud, violation of the Company's Code of Conduct or
applicable laws and regulations.

The Policy provides adequate safeguards against victimisation of
persons who use the mechanism in good faith and ensures that
no adverse action is taken against them for reporting genuine
concerns. It also provides for direct access to the Chairperson of the
Audit Committee in appropriate or exceptional cases.

The Audit Committee oversees the functioning of the Vigil
Mechanism and reviews the complaints received, if any, along with
the status of their resolution. During the financial year 2025-26, no
complaint was received under the Vigil Mechanism.

The Whistle Blower Policy 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

Pursuant to the provisions of the Act and the Listing Regulations,
the Company has adopted a Policy on Related Party Transactions to
regulate transactions between the Company and its related parties.
The Policy is available on the Company's website athttps://rupa.
co.in/livesite/wp-content/uploads/2022/08/Policy on Related
Party Transactions.pdf.

All related party transactions entered into during the financial year
2025-26 were reviewed and approved by the Audit Committee
and/or Board of Directors, as applicable, in accordance with the
applicable provisions of the Act and the Listing Regulations. The

Audit Committee reviews, on a quarterly basis, the details of all RPTs
entered into by the Company.

During the year under review, the Company did not enter into any
materially significant related party transaction that could have a
potential conflict with the interests of the Company. Further, except
for the transactions disclosed in Form AOC-2, forming part of this
Report as Annexure - 3, the Company did not enter into any
material contract/ arrangement/ transaction with related parties
requiring disclosure under Section 188(1) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014.

The disclosures relating to related party transactions, as required
under the applicable Indian Accounting Standards, form part of the
Notes to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of loans, guarantees and investments covered under
Section 186 of the Act are disclosed in the Notes to the Financial
Statements forming part of this Annual Report and are within the
limits prescribed under the said provisions.

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 also been provided in
the Notes to the Financial Statements of the Company.

PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other particulars of
employees as required under Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this report as “Annexure- 4”.

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

The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required
under Section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, forms part of this report as “Annexure - 5”.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company has adopted a Business Responsibility and
Sustainability Reporting Policy to reinforce its commitment to
sustainable and responsible business practices and to provide a
structured framework for Environmental, Social and Governance
(ESG) reporting and disclosures. The said policy is available on

the Company’s website athttps://rupa.co.in/livesite/wp-content/
uploads/2022/08/Business_Responsiblitv_policv.pdf

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report (BRSR), prepared
in accordance with the National Guidelines on Responsible Business
Conduct (NGRBC), forms part of this Report as Annexure-6. The
same shall also be uploaded on the Company’s website athttps://
rupa.co.in/business-responsibilitv-report/.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported
any instances of fraud committed against the Company by its
officers or employees under Section 143(12) of the Act.

ANNUAL RETURN

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, the Annual Return of the Company,
for the Financial Year ended March 31, 2026, is available on the
Company’s website athttps://rupa.co.in/annual-returnmgt-7/.

CREDIT RATING

During the year under review, CRISIL Ratings Limited (CRISIL)
reaffirmed the Company's credit ratings as CRISIL AA-/Stable for
its long-term bank facilities and CRISIL A1 for its short-term bank
facilities and Commercial Paper. Details of the credit ratings are
provided in the Corporate Governance Report forming part of this
Annual 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, 2026, there were no unpaid or unclaimed deposits.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Schedule V of the Listing
Regulations, the Corporate Governance Report forms an integral
part of this Annual Report.

The requisite certificate from M/s. Singhi & Co., Chartered
Accountants, Statutory Auditors, confirming compliance with the
conditions of Corporate Governance, as stipulated under the Listing
Regulations, forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2), issued by the Institute of Company Secretaries of
India and notified by the Central Government under Section 118(10)
of the Companies Act, 2013.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that its employees are its most valuable asset
and that a motivated, skilled and engaged workforce is fundamental
to achieving sustainable growth. The Company continues to foster
a work environment that encourages learning, innovation, diversity,
inclusivity and professional development while ensuring a safe,
healthy and respectful workplace.

The Company's human resource practices are focused on attracting,
developing and retaining talent through fair, transparent and merit-
based processes. During the year under review, industrial relations
across all locations remained cordial and harmonious.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe, secure, inclusive and
respectful work environment for all its employees. In compliance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has
adopted a ‘Policy on Prevention of Sexual Harassment at Workplace’
to prevent, prohibit and redress incidents of sexual harassment and to
promote a workplace free from discrimination and 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.

The Company conducted a session for employees across the
organisation to build awareness about the Policy and the provisions
of the POSH Act.

The details required to be disclosed under the POSH Act for the
financial year 2025-26 are as follows:

Number of complaints of sexual harassment received during
the year: Nil

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation
for the commitment, dedication and valuable contribution of all
employees across the organisation, whose continued efforts have
been instrumental in the Company's performance during the year.

The Board also expresses its gratitude to the Company's customers,
stakeholders, business associates, suppliers, vendors, bankers,
financial institutions, investors and various regulatory and
government authorities, both at the Central and State levels, for their
continued trust, support and co-operation.

For and on behalf of the Board of Directors

Prahalad Rai Agarwala

Place: Kolkata Chairman

Date: May 26, 2026 DIN: 00847452