Rupa & Company Ltd

for the Financial Year ended March 31, 2025

Dear Shareholders,

Your Directors take pleasure in presenting the 40^th Annual Report on the business and operations of Rupa & Company Limited (‘Company'), along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025.

The Company's financial performance for the financial year ended March 31, 2025 (‘year under review'/ ‘FY 24-25') as compared to previous financial year is summarized below:

( H in Lakhs)

The Company achieved a standalone turnover of H1,22,718.49 lakhs and consolidated turnover of H1,23,931.70 lakhs during FY 24-25 as against H1,19,416.90 lakhs and H1,21,651.34 lakhs respectively in the previous financial year 2023-24 (‘FY 23-24'), registering a growth of 2.76% and 1.87% respectively, over the previous year. Net Profit for FY 24-25 stood at H8,267.95 lakhs on standalone basis and H8,329.21 lakhs on consolidated basis as against H6,912.08 lakhs and H 6,977.74 lakhs respectively in FY 23-24.

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

The Company maintains a large and expanding distribution network comprising 4 central warehouses, over 1,500 dealers and access to more than 1,50,000 retailers across India. Modern Trade and e-commerce channels continued to exhibit strong growth momentum, contributing approximately 5% to the standalone revenue in FY 24-25. The Company is actively expanding in overseas markets, especially in the Middle East, Africa and Russia, where increasing brand traction has been observed.

As part of the Company's broader transformation journey, strategic initiatives were undertaken to strengthen backend operations. The Company implemented certain optimization efforts aimed at enhancing supply chain efficiency, improving cost structures, and supporting long-term scalability. A dedicated export unit set up previously has been further expanded, and its performance during the year has been encouraging.

To reinforce consumer engagement and brand salience, the Company invested H63 crores in advertising and promotional activities during FY 24-25, constituting 5% of standalone revenues. Strategic brand campaigns were rolled out across TV, Print, Outdoor and Digital platforms, along with targeted celebrity endorsements. Brand-building continued to focus on key labels including ‘Frontline', ‘Jon', ‘Colors', ‘Euro', ‘Bumchums', ‘Footline', ‘Softline', and ‘Macroworld', resulting in enhanced visibility across both urban and rural markets. Local branding efforts were amplified through dealer boards, painted walls, and attractive channel partner incentive schemes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Consolidated financial statements of the Company and all its subsidiaries forms part of the Annual Report. A statement containing the salient features of the financial statements of the Company's subsidiaries has been separately annexed hereto, in terms of Section 129(3) of the Companies Act, 2013 (hereinafter referred to as the ‘Act'), read with Rule 5 of the Companies (Accounts) Rules, 2014. Further, the contribution of these subsidiaries to the overall performance of the Company are provided under the Notes to the Consolidated Financial Statements. The Audited Standalone

& Consolidated Financial Statements of the Company and other related information/documents along with the Audited Accounts of the Company's Subsidiaries are available on the website of the Company at https://rupa.co.in/financial-information/.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

. iii. Reappointment of Executive Directors

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

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

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

iv. Retirement by rotation and subsequent re-appointment

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

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

ApartfromtheExecutiveDirectors,Mr.SumitKhowala,ChiefFinancial Officer and Mr. Sumit Jaiswal, Company Secretary & Compliance Officer, are also designated as the Key Managerial Personnel ("KMP") of the Company in accordance with the provision of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

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

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

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.

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

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

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

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

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

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

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

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

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

a. to set out a policy relating to appointment and remuneration of Directors, Key Managerial Personnel's and other employees of the Company; b. to ensure that the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market; c. to ensure that the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law; d. to ensure that the remuneration of the Executives is aligned with the Company's business strategies, values, key priorities and goals; e. setting up the Board Diversity Criteria.

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

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

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

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

(ii) such accounting policies as mentioned in Notes to the Annual Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company recognizes the value of being a socially responsible corporate and strongly believes in giving back to the society. The objective of the Company's Corporate Social Responsibility (CSR) is to improve the quality of life of communities through long-term value creation. In this regard the Company has formulated a CSR Policy which can be accessed at https://rupa.co.in/livesite/wp-content/uploads/2022/08/Corporate_Social_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 H 270.01 lakhs towards CSR activities.

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

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

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

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

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

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

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

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

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

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.

TheInternalFinancialControlsystemsoftheCompanyaremonitored, evaluated and reviewed by the Audit Committee to keep pace with the growing size and complexity of the Company's operations.

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

i) Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization; ii) Systems and procedures exist to ensure that all transactions are recorded, as necessary to permit preparation of Financial Statements and to maintain accountability and the timely preparation of reliable financial information; iii) Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted; iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any; and v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

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

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

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

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

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

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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "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 set out in "Annexure – 4" to this Report.

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

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

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, 2025, 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.

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

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

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.