Roopa Industries Ltd Directors Report

To

The Members,

Your directors have pleasure in presenting the 39th Boards Report on the business and operations of your company for the financial year ended 31st March 2024.

1. FINANCIAL HIGHLIGHTS

A summary of the Companys financial results for the Financial Year 2023-24 is as under:

Amount in lakhs

Particulars	Year ended
	31.03.2024	31.03.2023
Sales and Other Income	7155.37	7682.53
EBIDTA	557.02	454.18
Finance Cost	252.44	184.43
Depreciation	87.18	89.08
Profit before Tax	217.39	180.67
Provision for taxation: Current Tax	66.44	44.49
Deferred Tax	(0.96)	1.24
Profit after Tax	151.91	134.94
Add: Other Comprehensive Income	1.12	0.92
Total Comprehensive Income for the year	153.03	135.86

2. PERFORMANCE:

The Company focused on its core business TPP and its allied products. The operation of TPP project at Patancheru, Medak District, Telangana State has been stabilized and the Company has been making efforts to improve the performance.

The income from operations is Rs. 7155.37 lakhs as against Rs. 7682.53 lakhs for the corresponding previous year. The profit before tax stood at Rs.217.39 lakhs as against Rs. 180.67 lakhs for the previous year. The profit after tax stood at Rs.151.91 lakhs as against Rs. 134.94 lakhs for the corresponding period. The Basic Earnings per share for the year ended 31.03.2024 is Rs.1.95 as against Rs.1.73 for the corresponding previous year ended 31.03.2023.

3. DIVIDEND:

Your Directors did not recommend dividend for the financial year 2023-24.

4. TRANSFER TO RESERVES

For FY 2023-24, the Company has not transferred any amount to Reserves.

5. SHARE CAPITAL

The issued, subscribed and paid- up Equity Share Capital of the Company as on 31st March, 2024 stood at Rs. 786.55 lakhs consisting of 78,65,520 Equity Shares of Rs.10/- each.

During the year, there has been no change in the Authorized Capital of the Company. Further, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants during the year.

As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

6. PUBLIC DEPOSITS

The Company has not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31st March 2024.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FIANNCIAL POSITION OF THE COMPANY:

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

8. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is duly constituted. None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (the ‘Act) or under the SEBI (LODR) Regulations, 2015.

Declaration by independent directors and Familiarization Programme

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The policy and programme details are available on the website of the Company https:// www.investorsatril.com/familiarization- programme/

Registration of Independent Directors in Independent Directors Databank

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Key Managerial Personnel

Pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Vishnu Vardhan Bhimaneni, Chief Executive Officer and Mrs. Indani Venkata Lakshmi, Company Secretary & Compliance Officer continued as the ‘Key Managerial Personnel of the Company.

Re-appointments:

Mr. Joginatha Sarma Vaduguri, Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for reappointment. Further the term of office of Mr. Joginatha Sarma as Executive Director of the Company will expire on 30th September 2024.

The term of office of Mr. Tumbalam Gooty Raghavendra, Managing Director of the Company will expire on 30th September 2024. Also Mr. Tumbalam Gooty Raghavendra attained the age of 70 years.

Therefore, the Board recommended the reappointment of both Directors for another term of 3 years from 1st October 2024 to 30th September 2027 which is mentioned in the notice of Annual General Meeting for consideration of the Members of the Company.

Other than as stated above, there is no other change by way of appointment or resignation in the Directors or the Key Managerial Personnel during the year under review.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by ICSI, brief particulars of the directors proposed to be appointed/ re-appointed are provided as an annexure to the notice convening the e-AGM.

9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to directors, key managerial personnel and senior management of the Company.

The Companys policy on directors and KMP appointment and remuneration and other matters provided in section 178(3) of the Act have been disclosed in the corporate governance report, which forms part of the directors report.

10. NUMBER OF BOARD MEETINGS OF THE BOARD.

During the FY 2023-24, Five (5) meetings of the board were held, the details of which have been disclosed in the corporate governance report, which forms part of the Boards report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

11. BOARD EVALUATION AND ASSESSMENT

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual Directors.

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out performance evaluation taking into consideration of various aspects of the Boards functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

12. COMMITTEES OF THE BOARD

As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on 31st March, 2024, the Board has the following committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship

Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this annual report.

14. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the notes to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of the related party transactions entered into pursuant to the omnibus approval so granted are placed as necessary before the Audit Committee and the Board of Directors. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website vide Website link https://www.investorsatril.com/policy- on-materiality/. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration.

15. SIGNIFICANT AND MATERIAL

ORDERS PASSED BY THE

REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

16. AUDITORS AND OBSERVATIONS

(a) Statutory Auditors

M/s S.T Mohite & Co., Chartered Accountants (Firm Registration No. 011410S),were appointed as Statutory Auditors to hold office from the conclusion of the 36thAnnual General Meeting and till the conclusion of 41stAnnual General Meeting. However, S.T Mohite & Co resigned as Statutory Auditors of the Company w.e.f. closing hours of 2nd September, 2024 owning to the company being non responsive to our request for increase in audit fee which itself is very low and against ICAI recommendations. The Board of Directors noted the resignation of M/s S.T Mohite & Co, Chartered Accountants as the Statutory Auditors in the Board meeting held on 2nd September, 2024 and upon recommendation of the Audit Committee, proposed the appointment of M/sYelamanchi & Associates., Chartered Accountants (ICAI Firm Registration No. 000041S) as the Statutory Auditors of the Company to fill the casual vacancy. The said recommendation of the board is forming part of the Notice to the 39th Annual General Meeting for approval of members of the Company.

M/s. Yelamanchi & Associates was co-founded by Mr. Y Pulla Rao. The founders are associated in the field for chartered accountancy for over 30 years. Besides Taxation and Statutory Audit, the firms practice has grown steadily in the areas of Internal Audit, Concurrent Audit/ Stock Audit, Management Audit, FEMA and Taxation of Non Residents. The Audit Committee considered various parameters and found M/s. Yelamanchi & Associates to be best suited to handle the statutory audit associated with the financial statements of the Company.

Your Company has obtained consent of M/s. Yelamanchi & Associates and a certificate in accordance with Section 139, 141 and other applicable provisions of the Act to the effect that their appointment, if made, shall be in accordance with the conditions prescribed and that they are eligible to hold office as Statutory Auditors of the Company.

The remuneration of the auditors shall be as recommended by the audit committee and approved by the board in consultation with the said auditors. Further, there is no material change in the proposed fee payable to M/s. Yelamanchi & Associates from that paid to the outgoing auditor.

The financial statements of the year ended 31 March 2024 were audited by M/s S.T Mohite & Co, Chartered Accountants. The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with the relevant rules issued thereunder (Ind AS) and other accounting principles generally accepted in India.

There are no qualifications, reservations or adverse remarks in the Audit Report issued by Auditors except as mentioned hereunder.

Sl. No. Qualifications, Reservations or Adverse Remarks in Audit Report	Management Replies to observations of Auditors
1 Note no.47 a) the financial statements about confirmation of balances. We requested direct confirmation for the year-end balances from whom amounts were payable or receivable. However, except for secured loans, current account balances and deposits withbanks, the company did not obtain direct confirmation directly for these balances. Due to lack of confirmations, and the limitations in performing alternative procedures to independently verify balances other than loans, deposit and current account balances with banks, we were unable to obtain sufficient appropriate audit evidence regarding the accuracy and completeness of the remaining balances as reported in the financial statements. Consequently, the potential impact of these unverified balances on the financial statements could not be determined.	Agree with finding. For direct confirmation of balances we recommend the head of the department to Ensure policies and procedures are in place to Ensure all the balance confirmation must be direct Confirmations.
2 Note no.8 to the financial statements about the inventories. The company conducted physical verification ofinventories as on 31 March 2024 which constitutes approximately 38.10% of total assets as on the balance sheet date. Due to the unique and specialised nature of the inventories, we were unable to sufficiently verify the valuation of these items. Although management provided a technical report to support the valuation, the complexity and the esoteric characteristics of the inventory limit our ability to form a reliable opinion on its accuracy. Consequently, we are unable to obtain sufficient appropriate audit evidence regarding the valuation of the inventory, and the potential impact of this matter on the financial statements could not be determined.	Agree, we have provided the valuation report of inventories valued by technical person for its accuracy and completeness of value of inventories.
3 Based on the examination which included test checks and accordance with requirements of the implementation guide on reporting on audit trial under Rule 11(g) of companies (Audit and Auditors) Rules 2014, Company has used accounting software to maintain its books of account, where in the accounting software did not have the audit trial (edit log) feature throughout the financial year under review and accordingly reporting on tampering or preservation of the audit trail is not applicable.	Agree. We have implemented an audit trail feature in accounting software from the financial year 2024-25

The Notes on the financial statements referred to therein are self-explanatory, thereby not requiring any further comments on the same.

(b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Geeta Serwani & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Report of the Secretarial Auditor is annexed herewith as "Annexure-I".

Secretarial Auditors report do not contain any qualifications, reservations or adverse remarks.

(c) Internal Auditors

Internal auditors of the Company have done audit and their report is reviewed by the Audit Committee from time to time.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no instances of fraud committed against the Company by its officers or employees as reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

18. CORPORATE SOCIAL

RESPONSIBILITY

The Company is not covered under the criteria mentioned in the provisions of Companies Act, 2013.

19. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015 read with Schedule-V, is provided in a separate section and forms integral part of this Report. The Management Discussion & Analysis Report is annexed herewith as "Annexure-II".

20. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company forms an integral part of this Report.

The Auditors Certificate required under Clause E of Schedule V of the Listing Regulations will be attached as an addendum to this report as signed copy from the Auditor is awaited and the Board authorised the Executive Director to obtain the same and annex to the Directors Report as an Addendum. The Report on Corporate Governance is annexed herewith as "Annexure-IV".

21. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134 (3) (a) of the Companies Act, 2013, Annual Return of the Company is available on the website of the Company and can be accessed at https:// www.investorsatril.com/.

22. SUBSIDIARIES AND JOINT VENTURES

The Company does not have any Subsidiaries and Joint Ventures. Hence, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/Associate Companies/JV in Form AOC-1 as required in terms of the provisions of Sections 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is not enclosed.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS AND INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENT:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weakness) 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 Companys internal financial controls were adequate

and effective during the period ended on 31st March, 2023.

24. RISK MANAGEMENT

The Board of the Company has framed a policy to implement and monitor the risk management plan for the Company and ensuring its effectiveness. The Board oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy.

The Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism and it is affirmed that no person has been denied access to the audit committee. The Whistle Blower Policy has been posted on the website of the Company at www.investorsatril.com.

26. HUMAN RESOURCES: & INDUSTRIAL RELATIONS

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/functional capabilities in order to meet future talent requirement.

27. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as amended from time to time

28. CREDIT RATING

No Credit Rating was obtained during the financial year 2023-24.

29. OTHER DISCLOSURES

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

30. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they 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 of the company for that period;

(iii) they have taken 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

(vi) They have devised proper systems

to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) (m) of Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, information relating to ‘Conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure-III to this Report.

32. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All associates of the company are covered under this policy. There were no complaints received under the policy during 2023-24.

33. PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34. PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Directors	Ratio to Median remuneration
T G Raghavendra	14.33
Joginatha Vaduguri Sarma	2.86

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year: There is no increase during the year.

c. There is percentage increase in the median remuneration of employees in the financial year: NIL.

d. The number of permanent employees on the rolls of Company: 55

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There is no increase in the remuneration / salaries during the year.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration paid to Key Managerial Personnel is as per the remuneration policy of the Company.

35. APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain stable, despite increased competition from several existing and new players.

36. ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily

shared with them rewards of growth. It will be the Companys endeavour to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.

	By order of The Board of Directors
	Sd/-
	TG. RAGHAVENDRA
Date : 02.09.2024	Chairman and Managing Director
Place : Hyderabad	(DIN : 00186546)