Rupa & Company Ltd

for the Financial Year ended March 31, 2024

Dear Shareholders,

Your Directors take pleasure in presenting the 39th Annual Report on the business and operations of the Company, along with the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2024.

The financial performance of the Company for the year ended March 31, 2024 (‘year under review'/ ‘FY 23-24') as compared to previous financial year is summarized below:

( in lakhs)

The Company achieved a standalone turnover of 1,19,416.90 lakhs and consolidated turnover of 1,21,651.34 lakhs during FY 23-24 as against 1,11,744.01 lakhs and 1,14,308.03 lakhs respectively in the previous financial year 2022-23 (‘FY 22-23'), registering a growth of 6.87% and 6.42% respectively, over the previous year. Net Profit for FY 23-24 stood at

6,912.08 lakhs on standalone basis and 6,977.74 lakhs on consolidated basis as against 5,308.61 lakhs and 5,373.18 lakhs respectively in FY 22-23. Despite challenges in maintaining prices within the business landscape, the Company recorded a notable 17% growth in sales volume on standalone basis in FY 23-24, which reflects the strong brand recognition, innovative product lines, and effective business strategy of the Company. The Net Profit on standalone basis in FY 23-24 shows a growth of about 30% over FY 22-23, driven by effective cost management and increased operational efficiency.

The Company has a large distribution network consisting of 4 central warehouses, 29 EBOs (Exclusive Brand Outlets), more than 1,500 dealers and access to 1,50,000+ retailers. The Company is enhancing its availability through presence in e-commerce (including own website and partnership with leading e-commerce platforms like Amazon, Flipkart, Blinkit etc.), MBOs (Multi-Brand Outlets) and LFRs (Large Format Retail Stores). The Company has tied-up with leading online/ offline stores in this regard and to take advantage of emerging market opportunities, the Company is aggressively focusing on accelerating expansion through digital channels and EBOs. Modern Trade and e-commerce business continued to

for the Financial Year ended March 31, 2024 perform well and contributed about 4% to the standalone revenues in FY 23-24. The Company is also expanding in new international geographies in its export business. During the year under review, the Company continued to focus on building complete eco-system of marketing team, retail & distribution network. The Company strengthened its Information Technology (IT) team to pursue further opportunities in digital and online space, appointed a dedicated EBO manager for a better focus on the business in EBO outlets, has set up a new dedicated export unit and is further strengthening it for the purpose of expansion of its export business. The Company has started a new pilot project for its Retailers under ‘PRAGATI' scheme, which is a loyalty program for Retailers and is having standout features like lifetime validity of Reward Points. This project is currently implemented in two states, and its progress would be monitored to implement in more states going forward.

In a recent development, the Company has launched a new range in the premium segment i.e., gold collection series under ‘M-signature' brand in collaboration with famous fashion designer Rohit Bal. The Company has also expanded the portfolio of the ‘Colors' brand, which has gained significant market traction since its launch. The Company will continue to evaluate further launches in the near future. Further, the Directors are pleased to report that the word ‘RUPA' has been granted the ‘well-known trademark' status by the relevant Authority within the meaning of the Trade Marks Act, 1999, which shows how strong the brand is and how well it is recognized by the consumers, and which is expected to help the Company to reap further benefits in future.

In order to nurture its brands, the Company has been consistently involved in robust advertisement and brand promotion activities and have engaged leading celebrities including Ranveer Singh, Kartik Aaryan, Ranbir Kapoor, Naveen Kumar Gowda (Yash) and Khesari Lal Yadav for endorsement/promotion of its brands/products. The Advertisement and Branding Expense constituted about 5.5% of the Company's Revenues on standalone basis in FY 23-24. Your Directors believes that such consistent investment in advertising and brand promotion strategies will go a long way in connecting with our customers and potential target demography, thus developing strong brand recall and strengthening our brand equity. The Company remains focused on enhancing operational efficiency, expanding market reach, and capitalizing on emerging opportunities to drive sustainable growth and create long-term value for the stakeholders.

On March 31, 2024, 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 35.17 lakhs, as against 22.76 lakhs during the previous year. Net Profit during the year was 21.98 lakhs, as compared to 12.81 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 213.07 lakhs, as against 586.21 lakhs during the previous year. Net Profit during the year was 6.23 lakhs, as compared to 17.81 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 2,155.73 lakhs, as against 2,368.43 lakhs, during the previous year. Net Profit during the year was 38.33 lakhs, as compared to 34.70 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 0.49 lakhs, as compared to a net loss of 0.38 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 0.45 lakhs, as against 0.36 lakhs in the previous year.

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'). 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 the first proviso to the Section 129(3) of 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 the Company's registered office.

During the year under review, no company became or ceased to be a subsidiary, joint venture or associate of your Company.

The Directors of your Company are pleased to recommend a dividend of 3/- per equity share i.e., 300% on every equity share of 1/- each for the financial year ended March 31, 2024. The dividend, if approved at the ensuing Annual General Meeting will involve an outflow of 2,385.74 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

No amount is proposed to be transferred to General Reserve for the year ended March 31, 2024.

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

During the year under review, there were 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.

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.

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.

The Board of the Company contains an optimum combination of Executive and Non-Executive Directors. As on March 31, 2024, it comprises of 14 (fourteen) Directors, viz. 7 (seven) Non-Executive Independent Directors including a Woman 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.

During the year under review, Mr. Ashok Bhandari (DIN: 00012210) was reappointed as the Independent Director of the Company, by the Board of Directors at their meeting held on May 24, 2023, for a second term of five (5) consecutive years with effect from August 10, 2023 and the said reappointment was approved by the Shareholders at the 38th Annual General Meeting held on August 08, 2023.

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

As per 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. Ghanshyam Prasad Agarwala (DIN: 00224805), Whole-time Director and Mr. Ramesh Agarwal (DIN: 00230702), Whole-time Director will retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. Resolution seeking Shareholders' approval for their re-appointment along with other required details forms part of the Notice.

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.

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_Diversity-1.pdf

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 22, 2024, 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. An independent external facilitator was engaged to conduct the evaluation. 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 expressed satisfaction on the overall functioning of the Board and its Committees.

On the recommendation of Nomination and Remuneration Committee, the Company has formulated and adopted a Nomination and Remuneration Policy which is in accordance with the Act and the 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

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, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; (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, 2024 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 control to be 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.

The Board met 4 (four) times during the Financial Year 2023-24, viz., on May 24, 2023, August 11, 2023, November 06, 2023 and February 08, 2024. The details relating to attendance of Directors in each board meeting held during the financial year 2023-24 has been separately provided in the Corporate Governance Report.

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 all the above Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

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, 2024 forms part of this Annual Report and there are no qualifications, reservation, adverse remark or disclaimer made by the Statutory Auditors in their report.

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 2023-24. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. MKB & Associates (FRN: P2010WB042700), Practicing Company Secretaries, were appointed as the Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Audit Report in Form MR-3, for the Financial Year 2023-24, is annexed hereto and marked as ‘Annexure – 5'. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

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.

During the year ended March 31, 2024, the Company has transferred unclaimed and unpaid dividend w.r.t. Financial Year 2015-16, amounting to 2,10,122/- (Rupees Two Lakh Ten Thousand One Hundred and Twenty-two Only), to the Investor Education and Protection Fund (IEPF) as set up by the Central Government. Further, 90 Equity Shares of 1/- each, held by six 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/

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 Corporate Social Responsibility Policy which can be accessed at https://rupa.co.in/livesite/wp-content/uploads/2022/08/Corporate_Social_Responsibility-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 363.98 lakhs towards CSR activities. 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, 2024, 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.

The Company was awarded as the Winner and bestowed with "Corporate Governance and Sustainability Vision Awards 2024" in the category "Corporate Social Responsibility" organised by Indian Chamber of Commerce.

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. The specific objectives of this Policy is to assess risks in the internal and external environments and incorporates 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 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.

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 2023-24.

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

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') and the same is available on the Company's website at https://rupa.co.in/livesite/ wp-content/uploads/2022/08/Policy_on_Related_Party_Transactions.pdf All contracts/ arrangements/ transactions entered by the Company during the Financial Year 2023-24, 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 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 policy except those provided in Form AOC-2, annexed hereto, marked as ‘Annexure – 2'. Further, suitable disclosure as required by the Accounting Standards has been made in the Notes to the Financial Statements. In terms of Regulation 34(3) read with Part A of Schedule V to the Listing Regulations, the details of the transactions entered into by the Company with promoter/ promoter group, which hold(s) 10% or more shareholding in the Company, are as hereunder:

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.

The disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure- 3" to this report.

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 provided in "Annexure – 4" to this Report.

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

The Annual Return of the Company, for the Financial Year ended March 31, 2024, 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/

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.

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, 2024, there were no deposits lying unpaid or unclaimed.

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.

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.

Business Responsibility and Sustainability Report for the financial year ended March 31, 2024, 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/

During the Financial Year 2023-24, 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).

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 upliftment of talent through its persistent effort.

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.

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.

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.

1. Brief outline on CSR Policy of the Company: Rupa & Company Limited (the "Company") operates with a strong belief that giving back to the society and contributing towards its sustainable development is every organization's responsibility. The Company and its people are committed to society, ecology and environment. The Company also realizes that caring for the society, country and the planet is not philanthropy or generosity– it is the very way of doing sustainable business.

The Company has formed a CSR Committee to oversee all its CSR activities. The Committee's Mission is primarily to pursue initiatives directed towards enhancing welfare measures of the society based on long term social and environmental consequences of the CSR activities. Within the above mission, the CSR Committee chooses priority projects from time to time. The objective is not only to guide the Company and its people to indulge in social activities but also to integrate the business processes with social processes. Pursuant to the provisions of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company undertakes the CSR Activities either (i) directly and/ or (ii) through Implementing Agencies registered with the Ministry of Corporate Affairs.

During the Financial Year 2023-24, the Company has contributed towards making available safe drinking water at public places, promoting healthcare, education, animal welfare, environmental sustainability, eradicating hunger, poverty and malnutrition, setting up old age homes, etc.

2. Composition of CSR Committee:

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company:

- Web-link where Composition of CSR committee and its Terms of Reference are disclosed: https://rupa.co.in/committees-of-the-board https://rupa.co.in/livesite/wp-content/uploads/2022/08/Corporate_Social_Responsibilty_TOR.pdf

- Web-link where CSR Policy is disclosed: https://rupa.co.in/livesite/wp-content/uploads/2022/08/Corporate_Social_ Responsibility-1.pdf

- Web-link where CSR Projects are disclosed: https://rupa.co.in/livesite/wp-content/uploads/2024/02/Annual_Action_ Plan_CSR_2023-24.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of rule 8 (3), if applicable

Not applicable, as the average CSR obligation of the Company did not exceed Rs. 10 Crore or more, in the three immediately preceding financial years.

5. ( in Lakhs)

6. (a) Amount spent on CSR Projects (Ongoing Project and other than Ongoing Project): 363.98 Lakhs (b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Nil (d) Total amount spent for the Financial Year [(a)+(b)+(c)]: 363.98 Lakhs (e) CSR amount spent or unspent for the financial year: ( in Lakhs)

7. Details of Unspent CSR amount for the preceding three _nancial years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year (Yes/No): No If Yes, enter the number of Capital assets created/ acquired: NIL

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable.

1. Details of contracts or arrangements or transactions not at arm's length basis: None

2. Details of material contracts or arrangement or transactions at arm's length basis, are as hereunder:

(ii) The percentage increase in the median remuneration of employees in the financial year 2023-24: 4.47% (iii) Number of permanent employees on the rolls of Company as on March 31, 2024: 777

(iv) Average percentile increase in total remuneration paid to employees other than the managerial personnel in the Financial Year 2023-24 was – 4.61 % whereas the increase in the total managerial remuneration for the same Financial Year was 5.40 %. The managerial remuneration is linked to market trend and industry segment composition.

(v) We hereby affirm that the remuneration paid is as per the Remuneration Policy of the Company.

1) Remuneration includes salary, commission, bonus, allowances and monetary value of perquisites but excludes gratuity provision.

2) All the aforesaid employees are considered as permanent employees of the Company

3) The inter-se relation between the Directors of the Company has been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

4) Mr. Manish Agarwal and Mr. Rajnish Agarwal are sons of Mr. Ghanshyam Prasad Agarwala, Vice-Chairman, and brothers of Mr. Mukesh Agarwal, Whole-time Director.

5) Mr. Ravi Agarwal is the son of Mr. Kunj Bihari Agarwal, Managing Director and brother of Mr. Vikash Agarwal, Whole-time Director of the Company.

6) Mr. Anand Kumar Drolia is not related to any Director of the Company.

7) There was no other employee employed throughout the year and in receipt of remuneration aggregating 1,02,00,000/- or more per annum or employed for a part of the year and in receipt of remuneration aggregating 8,50,000/- or more per month

8) The above details include details of top ten employees of the Company, in terms of remuneration drawn during the Financial Year 2023-24.

All units of the Company continued their efforts in reducing energy consumption, improving energy efficiencies and exploring alternate sources of energy to align with the Company's overall sustainable approach. The Company achieves this by adopting an approach of continuous improvement which includes mechanisms like regular monitoring systems, periodic maintenance of machineries, installation of automation technology in machines and vigilant supervision. The holistic approach enables the company to reduce its energy consumption and enhance its energy efficiency in its business operations.

(a) Installation of a Heat Recovery System, which enables the heat from the discharged system to be captured and reuse the same for heating of incoming water by raising its temperature from 30 to 65 degrees Celsius without using any additional energy.

(b) The waste heat recovered is also used for the compaction of the fabric before packaging, thereby enabling full utilization of the heat recovered.

(c) Replacement of traditional lighting systems with LED lights.

(d) The Company is in the process of installation of 2MW solar plant at its Domjur facility.

Instead of furnace oil, diesel or wood, the Company strives to uses paddy husk and other agricultural waste as fuel for the boiler for generating power as and when possible. The Company has also installed a wind Turbine to generate green energy. The Company is under advanced discussion for installation of rooftop solar power plant for its captive consumption.

No direct identifiable investment pertaining to conservation of energy was done during the year. Hence the amount of investment cannot be directly measured.

The Company has always been aware of the latest technological developments and adapted them to make products more cost effective and to attain high levels of quality.

By using new technology, the Company is being able to get more accuracy in cutting fabrics, resulting in huge savings of fabrics, thus, leading to reduced consumption. At the same time, it also helps the Company to reduce the number of days of work in progress and improvement in the quality.

(a) Details of technology imported: The Company has imported machines with the latest and updated technology. Several cutting machines, knitting machines, sewing machines, spreader machine, PLC controlled multi chamber stenter and compactor and slitting machine including accessories and spare parts have been imported during the last three years. The said machines were purchased from Morgan Tecnica SPA, Italy, Bruckner Textile technologies GmbH & Co. KG, Germany, Unitex Texmac Pte Limited, China, United Texmac Pte Limited, Singapore, Supreme Intelligent Technology Company Limited, China.

(b) Year of import: 2021-22, 2022-23, 2023-24

(c) Whether the technology has been fully absorbed: Yes. (iv) Expenditure incurred on Research and Development: Nil. (C) Foreign Exchange Earnings and Outgo

Foreign Exchange earned in terms of actual inflows during the year : 3,079.35 Lakhs Foreign Exchange outgo during the year in terms of actual outflows : 258.21 Lakhs

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To The Members,

1, Ho Chi Minh Sarani Metro Tower, 8th Floor Kolkata -700071

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by RUPA & COMPANY LIMITED (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

The Company's Management is responsible for preparation and maintenance of secretarial and other records and for devising proper systems to ensure compliance with the provisions of applicable laws and regulations. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of the secretarial audit and considering the continuing relaxations granted by Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2024, to the extent applicable, according to the provisions of: i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 and Rules made thereunder; iii) The Depositories Act, 1996 and Regulations and Bye-laws framed thereunder; iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct investment and External Commercial Borrowings; v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act") or by Securities and Exchange Board of India ("SEBI"), to the extent applicable: a) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) SEBI (Prohibition of Insider Trading) Regulations 2015; c) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; e) SEBI( Issue and Listing of Non-Convertible Securities) Regulations, 2021; f) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993; g) SEBI (Delisting of Equity Shares) Regulations, 2021; h) SEBI (Buyback of Securities) Regulations, 2018; i) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vi) Other than fiscal, labour and environmental laws which are generally applicable to all manufacturing companies, the following laws/acts are also, inter alia, applicable to the Company: a) Environment Protection Act, 1986; b) The Air (Prevention & Control of Pollution) Act, 1981; c) The Water (Prevention & Control of Pollution) Act, 1974; d) Intellectual Property Acts; e) Consumer Protection Act, 2019; f) The Legal Metrology Act, 2009; We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India. During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that: a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. c) None of the directors in any meeting dissented on any resolution and hence there was no instance of recording any dissenting member's view in the minutes.

We further report that during the audit period the Company has obtained approval of its shareholders by means of special resolution for re-appointment of Mr. Ashok Bhandari (DIN: 00012210), as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from August 10, 2023 to August 09, 2028 (both days inclusive); We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. This report is to be read with our letter of even date which is annexed as Annexure – I which forms an integral part of this report.

To

The Members,

1, Ho Chi Minh Sarani Metro Tower, 8th Floor Kolkata -700071

Our report of even date is to be read along with this letter.

1. It is management's responsibility to identify the Laws, Rules, Regulations, Guidelines and Directions which are applicable to the Company depending upon the industry in which it operates and to comply and maintain those records with same in letter and in spirit. Our responsibility is to express an opinion on those records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of the financial records and the Books of Accounts of the Company.

4. Wherever required, we have obtained the Management's Representation about the compliance of Laws, Rules, Regulations, Guidelines and Directions and happening events, etc.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.