Rollatainers Ltd Directors Report

To

The Members of,

Rollatainers Limited

Your Board of Directors are pleased to present the 54th Annual Report of the Company for the Financial Year ended 31st March, 2025.

1. FINANCIAL RESULTS

The standalone and consolidated financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2024-25 are provided below:

(Rupees in Lakhs)

PARTICULARS	(Standalone)		(Consolidated)
	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024
Revenue from Operations	20.00	40.00
Other Income	7.14	77.60	7.14	77.60
Total Revenue	27.14	117.60	7.14	77.60
Total Expenses	101.11	139.29	101.11	139.29
Profit/(Loss) before Tax and
Exceptional Items	(73.98)	(21.69)	(93.98)	(61.69)
Exceptional Items	-	-	-	-
Profit/(Loss) before Tax from continuing operations	(73.98)	(21.69)	(93.98)	(61.69)
Tax Expenses
Profit/(Loss) before Tax from continuing operations	(73.98)	(21.69)	(93.98)	(61.69)
Profit/(Loss) before Tax from discontinued operations			(72.77)	(76.57)
Share of Profit/(Loss) of
Associates and Joint Venture
Net profit/(Loss) for the year	(73.98)	(21.69)	(166.74)	(138.26)
Other comprehensive income (net of taxes)
Revaluation Reserves through OCI			210.59	(1,512.62)
Total comprehensive income for the year	(73.98)	(21.69)	43.84	(1,650.88)
Less: Minority Interest			(11.79)	(163.31)
Total comprehensive income for the year	(73.98)	(21.69)	32.05	(1,487.58)
EPS from continuing operations	(0.03)	(0.01)	(0.04)	(0.02)
EPS from discontinued operations ROLLATAINERSLIMITED			(0.03)	((0.03)
EPS from continuing and discontinued operations	(0.03)	(0.01)	(0.06)	(0.05)

2. FINANCIAL PERFORMANCE

Standalone

During the period under review, based on Standalone financial statements, the Company earned Total revenue for the year ended 31.03.2025 of Rs.27.14 Lakhs as compared to Rs. 117.60 Lakhs for the previous year ended 31.03.2024.

Loss after Tax for the year ended 31.03.2025 stood at Rs. 73. 98 Lakhs as compared to Loss after Tax of Rs. 21.69 Lakhs in the previous year ended 31.03.2024.

Consolidated

During the period under review, based on Consolidated Financial Results, the Company earned Total Revenue for the year ended 31.03.2025 of Rs. 7.14 Lakhs as compared to Rs. 77.60 Lakhs for the previous year ended 31.03.2024.

The Consolidated Net Loss after Tax for the year ended 31.03.2025 stood at Rs. 166.74 Lakhs as compared to Net Loss after Tax of Rs. 138.26 Lakhs for the previous year ended 31.03.2024.

3. CONSOLIDATED FINANCIAL STATEMENT

In pursuance of the provision of Section 129 (3) of Companies Act, 2013, a company has one or more subsidiaries or associate companies, it shall, in addition to standalone financial statements, prepares a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement. Your Company has Subsidiaries and associate company (Joint Venture) and consolidation of the same is mandatory as per the Companies (Amendment) Act, 2017.

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI is provided in the Annual Report. In accordance with Section 129 of the Companies Act, 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing Annual General Meeting along with the Financial Statements of the Company.

4. FINANCIAL STATEMENTS OF THE COMPANY

The Financial Statements of the Company for the FY 2024-25 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Listing Regulation).

The Audited Financial Statements along with Auditors Report for the FY 2024-25 into consideration have been annexed to the Annual Report and are also made available on the website of the Company which can be accessed at www.rollatainers.in

5. DIVIDEND

During the period under review, your Directors does not recommend any dividend on the equity shares for the year ended March 31, 2025 as the Company requires ploughing back of the profits to the working capital of the Company and expects better results in the coming years.

6. CHANGE IN REGISTERED OFFICE

During the financial year under review, there is no change in companys registered office address.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority ANNUALREPORT2024-25 (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to transfer the said amount to the IEPF established by the Central Government as the company has not declared any dividend in any financial year.

8. TRANSFER TO RESERVES

Your Company has not transferred any amount under the head Reserve in the Financial Statements for the Financial Year ended March 31, 2025. Whereas, the company has incurred losses during the period and has transfer the amount under the head Retained Earnings in Other Equity to the Financial Statements for the Financial Year ended March 31, 2025 as prepared according to Indian Accounting Standards (Ind AS).

9. CAPITAL STRUCTURE OF THE COMPANY

The Share Capital Structure of the Company is categorized into two classes: -

S.No	Particulars	Equity share capital	Preference share capital
1.	Authorised Share Capital	47,00,00,000	18,00,00,000
2.	Paid Up share Capital	25,01,30,000	11,40,00,000
3.	Value per Share	1	1

During the year under review, shareholders of the company at their Extra-Ordinary General Meeting held on 5th day of June,2024 approved the following changes in the Share Capital of the company: a) Reclassification of Authorized Share Capital FROM existing Rs. 65,00,00,000/- (Rupees Sixty-Five Crore) comprising of 47,00,00,000 (Forty-Seven Crore) equity shares of Rs. 1/- (Rupee one) each and 18,00,000 (Eighteen Lakhs) preference shares of Rs. 100/- (Rupees one hundred) each TO Rs. 65,00,00,000/- (Rupees Sixty-Five Crore) comprising of 47,00,00,000 (Forty-Seven Crore) equity shares of Rs. 1/- (Rupee one) each and 18,00,00,000 (Eighteen Crore) preference shares of Rs. 1/- (Rupee One) each. During the year, Board has proposed the variation in its preference shares at their meeting held on 10th May 2024, and the same was approved by the members in their meeting held on 05th June 2024. However, the said variation has been withdrawn by the company due to the scheme not getting regulatory approval.

During the year company also proposed a Preferential Issue of 11,76,47,070 (Eleven Crore Seventy-Six Lakhs Forty-Seven Thousand and Seventy) Convertible Equity Warrants (“Warrants”) of face value of Rs.1/- each, to non-promoter group persons / entities. However, the proposed allottees has withdrawn their consent to subscribe to the warrants, citing delays in opening the preferential offer. Hence the proposed preferential issue could not be completed.

The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

10. DEMATERIALISATION OF SHARES

The Company has admitted its Equity Shares to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of shares.

As on 31st March, 2025, 24,88,36,890 Equity Shares representing 99.483 % of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE927A01040.

11. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directives of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on a quarterly basis for the quarter ended 30th June, 2024, 30th September, 2024, 31st December, 2024 and 31 ROLLATAINERSLIMITED st March, 2025 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The above mentioned Reconciliation of Share Capital Audit Report was duly submitted to the BSE Limited and National Stock Exchange of India Limited where the Equity Shares of the Company are listed.

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

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has following Subsidiary Companies and Associate Companies as on March 31, 2025:

S.No.	Name of the Company	Status	% holding	Applicable Section
1	R T Packaging Limited	Subsidiary	100	2(87)
2	Rollatainers Toyo Machine Private Limited	Associate (Joint Venture)	50	2(6)

IIn accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Companys Subsidiaries/Joint Ventures/associates and the report on their performance and financial position in Form AOC-1 as Annexure-I annexed to the financial statements and forms part of the Annual Report, which covers the financial position of the associate Company.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company.

14. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read together with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given as an Annexure-VIII and forms an integral part of the Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the Managing Director (MD) and/or Chief Financial Officer (CFO) of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

15. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts on a going concern basis; and e. the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Details of Directors and Key Managerial Personnel ANNUAL REPORT 2024-25

The following is the constitution of the Board of Directors and Key Managerial Personnel as on the date 31st March 2025:

Sr No.		DIN	DESIGNATION
1	Mrs. Aarti Jain	00143244	Chairperson (Non-Executive - Non Independent Director)
2	Ms. Rajiv Kapur Kanika Kapur	07154667	Non-Executive - Independent Director
3	Mr. Sri Kant	06951400	Non-Executive - Independent Director
4	Mr. Sanjay Sharma	09534294	Non-Executive - Independent Director
5	Mr. Amit Sharma	10524102	Managing Director (Executive Director)
6	Mrs. Manbar Singh Rawat		Chief Financial Officer
7	Mrs. Aditi Jain		Company Secretary and Compliance Officer

During the period under the review, the following series of changes occurred in the position of Directors/KMPs of the Company.: (a) On the recommendation of Nomination and Remuneration Committee, the Board of Company appointed Mr.

Amit Sharma (DIN: 10524102) as an Additional Executive Director as well as Managing Director with effect from 20th April 2024 and approval of shareholders was granted on 16th May 2024.

(b) Ms. Manisha Goel (DIN:09725308) has resigned from the position of Whole Time Director of the company with effect from 20th April 2024 due to some pre occupation with other duties. The Board placed on record her appreciation for the continuous support, guidance and contribution during her tenure as a Whole Time Director on the Board of the Company.

(c) Mr. Vipul Gupta (DIN:09064133) has resigned from the position of Non-Executive Independent Director with effect from 18th July 2024 due to his personal reasons. The Board placed on record his appreciation for the continuous support, guidance and contribution during her tenure as an Independent Director on the Board of the Company.

There was no material reason regarding the resignation of the Independent Directors and the confirmation regarding the same as received from the Independent Directors was already submitted at www.bseindia.com and www.nseindia.com.

After the closure of financial year, the following changes occurred in the Position of Directors/KMPs of the Company (a) On the recommendation of Nomination and Remuneration Committee, the Board of Company appointed Mr. Mahir Bhadani (DIN: 10622919) as an Additional Non-Executive Independent Director with effect from

29th May 2025. B. Women Director

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the Board of the Company.

C. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as independent directors of the Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

ROLLATAINERS LIMITED

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company

19. FAMILIARIZATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Requirements, 2015, yours Company had adopted a familiarization programme for independent directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management, CSR activities etc.

Your company aims to provide their Independent Directors insight into the Company enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available on the website of the Company. .(URL: http://www.rollatainers.in/investors.php)

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors have met 11 (Eleven) times during the financial year under review, in respect of which meetings proper notices were given and proceedings were properly recoded and the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two Meetings was within the period as prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

Sequence of Board Meetings held during 2024-25: 20th April 2024, 09th May 2024, 10th May 2024, 29th May 2024, 14th August 2024, 02nd September 2024, 14th November 2024, 13th February 2025, 12th March 2025, 17th March 2025 and 18th March 2025

21. BOARD EVALUATION

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/ Committee meetings and the fulfilment of Directors obligation and their fiduciary responsibilities.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non- Executive Directors. The meeting also reviewed the co-ordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company has received disclosures from all the Independent Directors that they fulfill conditions specified under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and are Independent of the Management.

Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

All the Independent Directors of the Company as on 31.03.2025 have registered themselves in the data bank of Independent Directors pursuant to the provisions of the Companies (Appointment & Qualifications of Directors) Rules, 2014. The details of Independent Directors meeting have been included in the Corporate Governance Report forming part of Annual Report.

As per the provisions of the Act, Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors ANNUALREPORT2024-25 to discuss matters pertaining to the Companys Affairs and put forth their views.

During the year under review, one meeting of the Independent Directors was held on 13th February, 2025 where all the independent directors were present.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial control across the organization. The same is subject to the review periodically by the internal auditor for its effectiveness. The management has established internal control systems commensurate with the size and complexity of the business. The internal control manual provides for a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee.

24. AUDITORS

1. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, the statutory auditors of the Company M/s Chatterjee & Chatterjee, Practising Chartered Accountants (FRN: 001109C) was appointed as Statutory Auditor for the period of 5 (Five) years from the conclusion of 51st Annual General Meeting till the conclusion of 56th Annual General Meeting of the Company to be held for Financial Year 2026-27. The Auditors Report for Financial Year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks and the notes on Financial Statements referred to in the Auditors Report are self-explanatory. The Report is attached hereto and is self-explanatory requiring no further elucidation or clarification.

However, for the Financial Year ended March 31, 2025, M/s Chatterjee & Chatterjee, Chartered Accountants, had not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Act.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the financial statements ended 31st March, 2025, this is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial statements ended 31st March, 2025.

MANAGEMENT COMMENT ON AUDIT QUALIFICATION:

During the year, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

2. SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s AASK & Associates LLP, Company Secretaries (LLPIN-AAD-2934) has undertaken the Secretarial Audit of the Company for the financial year 2024-25. The Report of the Secretarial Audit in Form MR-3 for the period ended March 31, 2025 is annexed as Annexure II to the Report which forms an integral part of this report. There are some qualifications, reservations or adverse remarks made by Secretarial Auditor in their report. Further the Secretarial Audit Report in Form MR-3 for Material Subsidiary is also annexed as Annexure III.

The said report contains following observations on which management comments are as under: The SOP fine was imposed by BSE for delayed submission of Annual Secretarial Compliance Report pursuant to regulation 24A of SEBI (LODR), 2015.

MANAGEMENT COMMENTS: -

The compliance officer has filed the Annual Secretarial Compliance Report in both pdf and xbrl mode, within the stipulated timeframe, however, due to some technical error on the part of exchange the pdf file gets uploaded on time but the xbrl file got delayed. Though it is to inform that the company has paid the said SOP fine.

There was delay in filing the casual vacancy for the position of Non- Executive Independent Director pursuant

ROLLATAINERS LIMITED

to section 149 of Companies Act 2013 read with Regulation 25 of SEBI (LODR) 2015. Appointment was made after the period under review i.e. May 29, 2025.

MANAGEMENT COMMENTS: -

The Company was in the process of identifying or hiring suitable person for the vacant position which took time more than expected. However, the Company assures that all future compliances will be completed on schedule.

A Provisional Attachment Order issued by the Deputy Director posted at the Gurugram Zonal Office, Directorate of Enforcement, New Delhi, against the Company and its subsidiary. This order pertains to the provisional attachment of immovable properties held in the name of Subsidiarys and includes the attachment of shares held by the promoter of company and freezing of one of the bank accounts of the Company and its subsidiary.

MANAGEMENT COMMENTS: -

The Company has filed the appeal before the Adjudicating Authority for de-frezzing of the assets attached by the department.

3. SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 2015, M/ s S.Khurana & Associates, Company Secretaries in practice has undertaken the Secretarial Compliance of the Company for the financial year 2024-25. The Report of the Secretarial Compliance Report in prescribed format for the period ended March 31, 2025 is annexed as Annexure IV to the Report.

4. INTERNAL AUDITOR

Pursuant to the provisions of section 138 of Companies Act,2013, read with rules made thereunder, the Board of Directors had appointed M/s VBRG & Associates, Practicing Chartered Accountants (FRN. 022879C) to undertake the Internal Audit of the Company for the financial year 2024-25.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been provided, if any, in the accompanying Financial Statements.

26. RELATED PARTY TRANSACTIONS

In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed as Annexure V which forms part of this Annual Report.

In requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companys website at www.rollatainers.in.

27. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at www.rollatainers.in/investors.php.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated for the financial year 2024-25 under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, is annexed herewith as Annexure VI which forms an integral part to this Report.

29. DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company (URL:http://www.rollatainers.in/investors.php). Policy on dealing related party transactions is available on the website of the Company (URL; http://www.rollatainers.in/investors.php).

ANNUAL REPORT 2024-25

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the Listing Agreements with stock exchanges and as per SEBI LODR Regulations, 2015 (URL: http://www.rollatainers.in/investors.php)

30. COMMITTEES OF THE BOARD

The Companys Board has the following Committees: (i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee

The details of the membership and attendance at the meetings of the above Committees of the board are provided in the Corporate Governance Section of the Annual Report.

31. POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key Managerial Personnel and their remuneration. The nomination and remuneration policy is available on the website of the Company http://www.rollatainers.in .

32. CORPORATE SOCIAL RESPONSIBILITY

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

33. VIGIL MECHANISM.

The Company has in place a vigil mechanism in the form of Whistle Blower Policy for Directors and Employees in Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Regulations to report genuine concerns regarding unethical behavior and mismanagement, if any. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The said Whistle Blower Policy has been disseminated on the Companys website at www.rollatainers.in.

34. PARTICULARS OF EMPLOYEES

The Particulars of employees as required in terms of the provisions of Section 197 read with Rules 5 (2)& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) rules,2014 are also included in Annexure VII to this Report.

35. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report. ROLLATAINERSLIMITED

36. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of Companies Act, 2013, the Company has complied with applicable provisions of secretarial standards issued by Institutes of Comany Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA).

37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION

AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment and thus does not tolerate any discrimination and/ or harassment in any form. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the financial year 2024-25, pertaining to incidents under the above framework/ law are as follows:

number of complaints of sexual harassment received in the year:	Nil
number of complaints disposed off during the year:	Nil
number of cases pending for more than ninety days:	Nil

38. STATEMENT CONCERNING ABOUT COMPLIANCE OF PROVISION RELATING TO THE MATERNITY BENEFIT

ACT 1961

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company affirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to providing a safe, supportive, and inclusive work environment for women employees, in line with the applicable statutory requirements.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE 2016

During the period under review, there were no applications made or proceedings pending in the name of the Company under IBC, 2016.

40. PUBLIC DEPOSITS

During the period under review, the Company has not accepted any deposits from public, members or employees under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

41. CREDIT RATING

The Company has not taken any rating during financial year 2024-25.

42. SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Companys operations in future.

43. LISTING AT STOCK EXCHANGE

The Equity Shares of Company are listed on BSE Limited and the National Stock Exchange of India Limited and are actively traded. The Company has already paid the Annual Listing Fee to the concerned Stock Exchanges for the year 2024-25 and 2025-26.

44. HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS

During the period under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company. ANNUAL REPORT 2024-25 Industrial relation continued to remain cordial at all level of the employee during the year.

45. DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved the Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividend. The Policy is available at the official website of the Company i.e. www.rollatiners.in.

46. INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors grievances.

47. ACKNOWLEDGEMENT & APPRECIATION

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.

	By Order of the Board
	For Rollatainers Limited
	Sd/-
Place: Haryana	Aarti Jain
Date : 01st September 2025	(Chairperson)
	DIN: 00143244