Rubfila International Ltd Directors Report

To the members of Rubfila International Limited

It is our pleasure to present the 31st Annual Report and the audited Annual Accounts for the year ended 31st March 2024.The consolidated performance of the company and its subsidiary has been referred to wherever required.

Financial Results

The Summarized standalone and consolidated results of your company and its subsidiary are given in the table below: -

O in Lakhs

Particulars	Financial Year ended
	Standalone		Consolidated
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	38,601.83	37080.93	46,979.54	45707.62
Other Income	609.08	467.67	754.64	662.51
Total Income	39,210.91	37548.60	47,734.18	46370.13
Operating Expenditure	35,836.37	33682.15	43,381.00	41967.52
Operating Profit Before Depreciation, Interest and Tax	3,374.54	3866.45	4353.18	4402.61
Finance Cost	0.29	6.86	31.96	15.11
Depreciation and Amortization Expenses	881.88	697.35	1060.83	862.90
Profit Before Exceptional Items	2,492.37	3162.24	3260.39	3524.60
Exceptional Items	-	-	-	-
Profit Before Tax	2,492.37	3162.24	3260.39	3524.60
Tax Expenses
a) Current Tax	458.86	666.02	654.05	741.62
b) Deferred Tax	128.39	156.92	66.47	187.71
Profit after Tax	1,905.12	2339.30	2539.87	2595.27
Other Comprehensive Income	-26.82	30.12	-34.42	24.70
Share of Net profit of Associates using Equity Method	-	-	-	-
Non-Controlling Interest	-	-	-	-
Total Comprehensive Income	1,878.30	2369.42	2505.45	2619.97
Basic EPS	3.46	4.37	4.62	4.83
Diluted EPS	3.46	4.37	4.62	4.83

Performance Review:

Rubfila International Ltd

The year 2023 marked a landmark year for India as it assumed Presidency of the global economic assembly, the G20, and showcased its economic prowess and diplomatic finesse to the world. In a world where many countries were reeling under financial stress, Indian Economy remained resilient with robust 7.6% growth rate of GDP in financial year 2023-24 compared to 7% growth in previous year 2022-23. India is the fastest growing economy among the G20 nations and is today the 5th largest economy in the world. The Indian government has pledged to make the country the third largest economy by 2027 and with the growth projected by international agencies, it appears to be a milestone waiting to happen.

Rubber thread, as is known, is an intermediary material catering to the needs of the garment industry, fortunes of which were under duress for major part of the year. Though some green shoots were visible towards the end of the second half, American and European markets remained cautious in buying affecting the sentiments of the players in India. In addition to this, the domestic markets also were under pressure pressuring the domestic players to indulge in price war to corner the reduced pie of demand.

The industry faced major challenges on various fronts during the year which affected the profitability of the industry. These challenges included latex prices, market demand situation, shipping issues related to Red Sea crisis etc.

The price of natural latex in the Thailand/ Malaysia markets is the deciding factor for fixing the prices of rubber thread in the international market. But Indian rubber thread industry faces a major hurdle in the form of higher latex prices in the domestic markets. With government imposing higher customs tariff on natural latex to safe guard the domestic growers, latex available for the rubber thread industry at considerably higher levels than the international prices. To add on to the crisis, rubber threads as a product can be imported at 5% of customs duty and this acts as a severe constraint for the Indian industry to pass on the cost of latex onto the customers compressing the margins.

The Indian latex prices fluctuated went as high R125 plus per litre during the year while for most part of the year, international prices were in the R 90 range per litre and moved to around R120 range per litre towards the last quarter of the year. With Kerala, the largest rubber producer in the country reeling under extreme

heat, availability of latex dropped leading to volatility in prices and this situation is expected to continue into the FY25 too.

Your company also faced hurdles on the export front with the delays and cost escalation in shipping due to the unrest in the West Asia. With all ships using the route via Cape Town, shipments experienced delays in reaching destinations and this in turn stretched the payment cycles. Shipping costs also went up exponentially and is ruling at similar levels as was experienced during the Covid times.

In spite of all these adverse factors, your company managed to grow the sales by 10% in volume over the sales of the previous year. Domestic sales was at R 30033.88 crores while exports fetched a revenue of R8426.78 lakhs. There was a growth of 11% in the domestic sales while exports dropped compared to the previous year sales of R 9864.09 lakhs. Total revenue from operations stood at R 38601.83 Lakhs as compared to R 37080.92 lakhs in the past year.

Turkey had initiated an enquiry against India for imposing anti-dumping duty on rubber threads and your company had presented the facts before the Trade Team deputed by the Government of Turkey. The process of enquiry is under progress and the final decision is expected by the end of August or September 2024.

Future Prospects

Textile markets have been going through a downturn for the past couple of years. Indian exports to Americas and Europe had taken a beating and domestic markets also went through a slowdown. Rubber thread industrys fortunes are linked to that of the textile markets and this had an impact on the company.

The textile market has seen some revival since the last quarter of the financial year and the rubber thread industry is looking forward to have a positive consequential impact from this. There are green shoots visible, but it needs to be seen that these smaller bumps in demands turn into a consistent flow of orders. The industry is generally optimistic that the slump should turn around for the better in the coming quarters. Your company is currently exploring further expansion in the international markets and believes that the exercise will help it find customers in these newer markets.

India had been expecting positive traction with global players adopting China + 1 strategy, but had observed that countries like Bangladesh and Vietnam reaped

more benefits. With Bangladesh facing problems on various fronts such as increase in labor costs, law and order issues and compliance in labor laws, there is a visible shift in diversion of orders to India. Exports from Bangladesh is on a decline since 2023 and this gap is partially fulfilled by India. As per Ministry of Commerce, GoI, Textile and Apparel exports from India grew by around 4 % in the first quarter of the current financial year and the trend is expected to continue. Also, Bangladesh is set to achieve the status of a developing nation by 2026 and with that, it will lose the benefit of duty-free access to the major markets, another factor to help India gather more orders from the international markets. Rubber threads form part of the textile and garment chain and the positive trends in the textile sector will have a rub-off effect on the rubber thread industry.

Another factor to affect the fortunes of the rubber thread industry is the wide gap in the Indian latex prices when compared with the international prices. There has been a drop in the production of latex this year with extreme heat conditions in Kerala, largest rubber producing state in India and this will have an impact on latex prices in the medium term. Currently international latex prices are at much lower levels than Indian prices and with curbs on import of latex in place, industry will be hard pressed for margins.

Premier Tissues India Ltd:

Tissue Paper industry is one with hundreds of players jostling for space and a lions share of these are in the unorganized sector. There are many players who indulge in unethical practices like misrepresented packaging labels, tax avoidance and this along with very low overheads help them sell at very low prices compared to branded players like Premier.

The sales of Premier dropped by a narrow margin during the year, but posted a net profit of Rs.635.80 lakhs, the highest in its history, as compared to Rs.256.96 lakhs in the previous year. Major initiatives related to cost management, plant operations and materials yielded good results improving the bottom line. Revenue from operations stood at R 8608.26 lakhs as compared to Rs.8822.54 lakhs for the previous year, a drop by 2%.

A major challenge faced by the company is the high attrition in manpower among with field sales force which appears to be a regular norm in consumer goods industry. Ways to address this issue are initiated and the company hopes to reduce the attrition in the long term.

South Indian states continue to be a strong base for the brand, though gaps have been identified in the region offering opportunity to grow. North Indian states offer great potential for the brand since the region has a weak distribution network there. Strengthening of the sales infrastructure in the form of manpower and new distributors is happening and growth should be happening sooner progressively.

Future Prospects

Consumption of tissue paper products in India is growing at a healthy rate since tissue papers have become an essential part of the daily life. There is happening at home as well as at institutions like hotels, restaurants, airports, offices or anywhere hygiene has become a focus area. The awareness has gone up after the pandemic and this has been a driving point in increasing the consumption of tissue products.

There are not many entry barriers in this segment since the capital investment needed for setting a unit is low. Most of the entrepreneurs produce napkins and toilet rolls and market the same to restaurants and hotels who are price sensitive. The prices offered by these players become a benchmark pressuring organized companies to drop prices.

Premier has bettered its profitability by overhauling the back end processes and expects to go aggressive in sales in the future. Even as it is plugging the gaps in the sales network in South India, it plans to expand the sales infrastructure in the north and eastern markets. These markets have been highly price sensitive and efforts are on to launch SKUs at competitive prices helping the company to increase its market share in these regions.

Consolidated Figures:

The consolidated revenue from operations of Rub- fila and Premier Tissues for the year 2023-24 was R.47,734.18 lakhs with the profit before tax (PBT) at R 3,260.39 lakhs. The consolidated profits after tax (PAT) during the year was R 2539.87 lakhs compared to R 2,595.27 lakhs in the past year.

The financial statements of the company have been prepared in accordance with Ind AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act.

Dividend

Your Directors have recommended a dividend of 24% (R1.20 per share of face value R5/-) for the year subject

to the approval of shareholders at the ensuing Annual General Meeting. This will result in a total payout of R651.21 lakhs for the year.

Pursuant to the provisions of Section 124(5) of the Act, the dividend which remained unclaimed/unpaid for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Your company has uploaded the details of unclaimed/ unpaid dividend for the financial year 2012-13 onwards at its website, www.rubfila.com and at the website of the Ministry of Corporate Affairs, www.iepf. gov.in and the same gets revised/updated from time to time pursuant to the provisions of IEPF (Uploading of Information Regarding Unpaid and Unclaimed Amount Lying with Companies) Rules, 2012.

Further, the unpaid dividend amount pertaining to the financial year 2016-17 will be transferred to IEPF during the Financial Year 2024-25.

As on March 31, 2024, the unclaimed amounts with respect to the dividend are as under:

Particulars	Unclaimed Amount (in lakhs)	Date of transfer to the Investor Education and Protection Fund (IEPF)
Dividend FY 2016-17	21.51	14.10.2024
Dividend FY 2017-18	29.10	21.10.2025
Dividend FY 2018-19	27.80	20.10.2026
Dividend FY 2019-20	35.00	16.10.2027
Dividend FY 2020-21	16.04	23-08-2028
Dividend FY 2021-22	17.14	30-10-2029
Dividend FY 2022-23	11.13	27-10-2030

Transfer of Equity Shares

Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs on September 7, 2016 and subsequently amended vide notification dated February 28, 2017, all the equity shares of the company in respect of which dividend amounts have not been paid or claimed by the shareholders for seven consecutive years or more are required to be transferred to demat account of IEPF Authority. Upon transfer of such shares, all benefits

(like dividend, bonus, split, consolidation etc.), if any, accruing on such shares shall also be credited to the Account of IEPF and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the demat account of IEPF Authority can be claimed back by the shareholder by following the procedure prescribed under the aforesaid rules.

Your company has sent individual notice to all the members who have not been paid or who have not claimed dividend for seven consecutive years and has also published the notice in the leading English and Malayalam newspapers.

The details of the nodal officer appointed by the company under the provisions of IEPF are disseminated in the website of the company viz., www.rubfila.com.

Capital Expenditure

As on 31st March 2024, the gross fixed assets of the company stand at R 22862.60 lakhs and net fixed assets at R 14,473.39 lakhs. Capital additions during the year amounted to R 658.99 lakhs, which include addition to Building R100.40 lakhs, Land R 24.61 Lakhs Plant & Machinery and other assets amounting to R 533.98 lakhs and Capital Work in Progress of R 34.22 lakhs.

Directors Responsibility Statement

The Directors report that

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 of the company for the period ended 31st March 2024.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

vi. 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.

Listing on Stock Exchanges

Your companys shares are listed on the BSE Ltd. The company has paid Listing Fee for the year 2024-25. Effective from 8th August, 2024 companys shares were listed on the NSE Ltd and applicable listing fee also paid for the year 2024-25.

Declaration of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Samir K. Shah (DIN 01714717), Mr. Patrick M Davenport (DIN 00962475), Ms. R. Chitra (DIN 01560585), Mr. S. H. Merchant (DIN 00075865) and Mr. D. G. Rajan (DIN 00303060) have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as an Independent Director during the year.

A note on the familiarizing programme adopted by the company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

Further, the Independent Directors of the company met once during the year on 22-03-2024 to review the performance of the Non-executive directors, Chairman of the company and performance of the Board as a whole

Particulars of Loans, guarantees or investments

Pursuant to Section 186 of the Companies Act, 2013 your company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

The Companys investment in its subsidiary (net of provisions) stood at R 3200.14 lakhs as on March 31, 2024. The details of investments, loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

Deposits

Your company has not accepted any deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (acceptance of Deposit) Rules, 2014 and no amount remain unpaid or unclaimed as at the end of the period under review.

Conservation of Energy, technology absorption, foreign exchange earnings and outgo

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are given in Annexure forming part of this report.

Related Party Transactions

All contracts/ arrangements / transaction entered by the company during the financial year were in compliance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder and according to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions entered into with the Related Parties during the financial year under the review were on an arms length basis and were in the ordinary course of business.

Other than the above, there are no materially significant Related Party transactions made by the company with its Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests of the company at large.

All Related Party Transactions were placed before the

Audit Committee and also before the Board for their approval. The transactions entered into pursuant to the approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The company had framed a policy on materiality of related party transactions and on dealing with related party transactions. The policy as approved by the Board is uploaded on the companys website: https:// rubfila.com/policies.php The Form AOC-2 containing the particulars of contracts or arrangements with related parties made during the period under review is annexed herewith as “Annexure D”

The Members may refer to Note to the Standalone Financial Statements which sets out the related party disclosures as per the Accounting Standards.

Corporate Social Responsibility:

Rubfila believes that everyone is born with equal potential, but not equal opportunity and people can be victims of their environment. Companys vision under CSR is to empower people, especially women and underprivileged, and communities to build self reliance while promoting the core values of fairness and equity. Over the past years since the implementation of the CSR Rules, Rubfila has impacted positively in the lives of hundreds of people through interventions in the areas like health, education, social infrastructure etc.

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your company has constituted a CSR Committee and framed a policy which details the areas that can be supported under the CSR Policy. A few areas of focus for providing CSR support have been identified such as healthcare, education, rural development, sustainable livelihood, social empowerment & welfare, Arts and Culture etc. The policy also includes providing support to the highly needy individual beneficiaries who are in real distress for healthcare, education, housing etc, but this is done with utmost care after ample due diligence.

During the year, company carried out several initiatives under the CSR program directly. This included choosing many women who were under severe duress for survival and providing them with resources for find a livelihood on a long term basis. The feedback received after the implementation of these projects have been really positive which fuels the interest of the company in pursuing similar projects under CSR.

A report on CSR activities is attached as Annexure C forming part of this report. CSR policy of the company is available on the website www.rubfila.com.

The CSR activities are overseen by a committee of Directors comprising of Mr. Bharat J. Dattani (DIN 00608198), Mr. G Krishna Kumar (DIN 01450683) and Mr. Patrick M Davenport (DIN 00962475) on a regular basis.

In the year under review, the company spent R86.89 lakhs towards various CSR expenditures.

A report on the Corporate Social Responsibility activities is annexed to this report.

Directors and Key Managerial Personnel

Composition of the Board

The Board of Directors of the company comprises of 9 directors as on the date of report. Your Board comprises Mr. Hardik B Patel (DIN 00590663) as Chairman, Mr. G. Krishna Kumar, (DIN 01450683) as Managing Director (Executive), Mr. Bharat J. Dattani (DIN 00608198) and Mr. Dhiren S. Shah (DIN 01149436) as non-executive, Non-independent Directors and five Non-executive Independent Directors namely Mr. D.

G. Rajan (DIN 00303060), Mr. Patrick M Davenport (DIN 00962475), Ms. R. Chitra (DIN 01560585), Mr. S.

H. Merchant (DIN 00075865) and Mr. Samir K. Shah (DIN 01714717). The details of composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

In accordance with the Companies Act, 2013, Mr. Bharat J Dattani (DIN 00608198) and Mr. Dhiren S Shah (holding DIN 01149436) retire by rotation and being eligible offer themselves for re-appointment in the ensuing Annual General Meeting.

Mr. G. Krishna Kumar was re-appointed as the Managing Director for a period of 3 years from 1st November, 2023 to 31st October, 2026.

During the reporting period your Board met four times. The details of the meeting and attendance of directors are provided in the Corporate Governance Report annexed herewith. There were no instances in which the Board had not accepted any recommendation of the Audit Committee.

Necessary information pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of directors to be appointed and re-appointed at the ensuing Annual General Meeting are given in the Annexure to the Notice convening the Annual General Meeting scheduled to be held on 2309-2024.

None of the Directors of your company are disqualified for being appointed as directors, as specified in Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

The Directors have also 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 with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Act and the Rules made thereunder and are independent of the Management.

Mr. G. Krishna Kumar, (DIN 01450683) Managing Director (Executive) and Mr. N N Parameswaran, Company Secretary and the Chief Financial Officer are the KMPs of the Company.

Performance Evaluation

The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 stipulates the performance evaluation of the directors including Chairman, the Board and its committees. The company has devised a policy for performance evaluation of the Board, committees and other individual directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.

Annual performance evaluation was carried out for the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of

each committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

Policy on Nomination and Remuneration and Performance evaluation of Directors, KMP and Senior Management Personnel:

Policy in accordance with the provisions of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the company oversees the implementation of the Nomination and Remuneration Policy. This Policy prescribes for the criteria for determining the qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel, senior management employees including functional heads and other employees. The Nomination and Remuneration Policy of the company is available on the website of the company in the following weblink: rubfila.com/Admin-panel/images/ investors/Nomination-RemunerationPolicy.pdf

The salient features of the Nomination and Remuneration policy are as follows:

a. The policy has been framed in accordance with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. The policy spells out the criteria for determining qualifications, positive attributes, and independence of a Director and the remuneration of Directors, Key Managerial Personnel and Senior Management including functional heads.

c. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

d. No Independent Director shall hold office for more than two consecutive terms of maximum 5 years each. In the event the same person is to be appointed as an Independent Director after two consecutive terms of five years, a cooling period of 3 years is required to be fulfilled.

e. The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the

company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the company.

f. The remuneration/ commission shall be in accordance with the statutory provisions of the Companies Act, 2013 and the rules made thereunder for the time being in force.

g. Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the company, will be made if there are specific reasons to do so in an individual case.

h. In case of any amendment(s), clarification(s), cir- cular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clar- ification(s), circular(s) etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.

Auditors

Statutory Auditors

Shareholders in their meeting held on 27-09-2022 appointed M/s. Mohan & Mohan Associates, Chartered Accountants, Thiruvananthapuram having Firm Registration No. 02902S as the Statutory Auditors of the Company for a term of five years to hold office from the conclusion of the Twenty Nineth Annual General Meeting (‘AGM) of the Company until the conclusion of the Thirty Fourth AGM to be held in the year 2027.

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors Report.

During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 M/s. SVJS & Associates, Company Secretaries, was appointed to undertake the Secretarial Audit of the company and its material subsidiary for the year ended March 31, 2024. The Secretarial Auditors have submitted their

report and the Board took note of the same. The Secretarial Audit Report is annexed herewith.

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, the company has submitted the Secretarial Compliance Report from Practicing Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued there under with the Stock Exchange within the prescribed due date.

Management Comments to the observations of the Secretarial Auditors

(1) Mr.G.Krishna Kumar was re-appointed as the Managing Director of the Company in terms of section 196 (4), 197 and Schedule V of the Companies Act, 2013 by the board on 09-11-2023, subject to the approval by the members in the next Annual General Meeting. Company has included an item in the Notice of ensuing Annual General Meeting scheduled to be held on 23-09-2024.

(2) Peer Review process of the Statutory Auditor was in progress and now the Auditor has submitted the Peer Review Certificate.

(3) Two days delay in getting a published copy from the advertising agency. Company shall ensure it is done simultaneously in future.

(4) Financial Result was approved by the Board on 1408-2023; and, 15-08-2023 being a public holiday the results were provided to the advertising agency on 16-08-2023 and published on 17-08-2023.

(5) Company has sent individual intimations to the shareholders three months prior to the due date of transfer to IEPF and subsequently published a Notice in the newspaper.

Board viewed the above observations by the Secretarial Auditors very seriously and decided to take necessary steps to ensure that the above aspects are taken care of in future.

Cost Auditors

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2024-25. The remuneration payable for the Financial Year 2024 - 25 will be ratified in the ensuing Annual General Meeting.

Internal Auditors

The Board has appointed M/s. Pratapkaran Paul & company, Chartered Accountants, Chennai as the Internal Auditors of the company pursuant to Section

138 of the Companies Act, 2013 for the year 2023 - 24. Disclosures:

Particulars of employees:

No employee of the company was in receipt of remuneration exceeding the amount prescribed under 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The company is not paying any commission to its Directors. A Statement giving the details required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2024, is annexed to this report.

Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has established a Vigil Mechanism and has adopted a whistle blower policy for the directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct.

The whistle blower policy of the company is available in the following web link: https://rubfila.com/policies. php

Risk Management Policy:

The company has set up a robust risk management framework to identify, monitor and minimize risk and also to identify business opportunities. The Audit Committee also functions as the Risk Management Committee.

The Risk Management policy of the company is available in the following weblink: https://rubfila.com/pol- icies.php

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The following is the summary of sexual harassment complaints received and disposed off during the pe

riod under review:

No. of complaints at the beginning of the year : Nil

No. of complaints received during the year : Nil

No. of complaints disposed off during the year : Nil

No. of complaints at the end of the year : Nil

Change in the Nature of Business

There was no change in the nature of business of the company during the Financial Year 2023-24.

i) 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 the report.

No material changes and commitments affecting the financial position of the company occurred between the end of the Financial Year to which this financial statement relate and the date of report.

Significant or Material Orders passed by Regulators / Courts / Tribunals

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

A claim from Customs for Rs.391.73 Lakhs towards duty drawback is pending before the Honble CESTAT since 2008 and interest thereon is not ascertainable at this point. Company is confident for a favourable verdict in the matter.

Company has been providing progressively towards unknown liabilities and as on 31st March, 2024 such provision stands at Rs. 1109.00 Lakhs.

Subsidiaries, Joint Ventures and Associate Companies

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the company has prepared its Consolidated Financial Statement including its subsidiary Premier Tissues (India) Limited which is forming part of the Annual Report.

Further, pursuant to the provisions of Sec 136 of the Act, the standalone financial statements (including consolidated) of the company, consolidated financial

statements along with relevant documents and separate audited financial statements in respect of subsidiaries/ associates are available on the website of the company.

A Report on the salient features of the financial statements of Subsidiaries/ Associate Companies/ Joint Ventures prepared in form AOC-1 is provided as An- nexure - A.

There are no companies which have ceased to be its Subsidiaries, joint ventures or associate companies during the year under review

The Annual Audited Accounts of the Subsidiary company and the related detailed information will be made available to the Shareholders of the company at the Registered Office of the company and on the company website www.rubfila.com under the section Investor Relations.

Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended

Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013, read with Rule 11 and 12 of the Companies (Management and Administration) Rules, 2014, copy of Annual Return as at March 31, 2024 is posted on the website of the company in the following web link https://rubfi- la.com/investorphp

Cost Records

The company has maintained cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, in respect of manufacturing activities of the company.

Secretarial Standards

The directors state that the applicable Secretarial Standards as prescribed the Institute of Company Secretaries of India i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively have been duly followed by the company.

Management Discussion Analysis Report

Management Discussion Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

Corporate Governance

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Issue of Sweat Equity Shares

The company has not issued Sweat Equity Shares during the year under review and hence the disclosure as required under Section 54 read with rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

Equity Shares with Differential Voting Rights

The company has not issued Equity Shares with differential voting rights and hence the disclosure as required under Section 43 read with rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

Change in nature of business by the subsidiaries:

There are no significant changes in the nature of business carried on by the subsidiaries of the company wherein the impact of such changes is 10% or more of the consolidated turnover or consolidated net worth of Rubfila International Limited.

Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable

Details of difference amount of the valuation done at the time of one-time settlement and the valuation

done while taking loan from the banks or financial institutions along with the reasons thereof - Not Applicable

Appreciation and Acknowledgement

The Board of Directors places on record its sincere thanks to the Government of India, various State Governments and regulatory authorities in India.

Your Directors acknowledge with gratitude the co-operation and assistance given by Kerala State Industrial Development Corporation Ltd, M/s. Integrated Registry Management Services Pvt Ltd, and other agencies of the Central and State government and Stock Exchanges for their wholehearted support.

The Directors record their sincere gratitude to the companys shareholders, esteemed customers and all other well-wishers for their continued patronage.

Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at all the levels for the companys success.

For and on behalf of Board of Directors

	Hardik B Patel
Palakkad	DIN 00590663
26-08-2024	Chairman