Storage Technologies & Automation Ltd Directors Report

Dear Members

Your directors have pleasure in presenting the 14^thAnnual Report together with the Audited Financials Statement of your company for the Financial Year ended March 31, 2024.

1. PERFORMANCE HIGHLIGHTS:

The Summary of the operational and financial performance of your company is elaborated in the report on Management Discussion and Analysis, which forms part of the Directors Report.

1.1 Sales in numbers:

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from operation (Domestic)	8,535.85	7,578.55	9,022.54	8,041.88
Revenue from operation (Export)	351.63	90.06	351.63	90.06
Total	8,887.48	7,668.61	9,374.17	8,131.94

1.2 Financial Performance:

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Total Revenue	8887.48	7668.61	9374.17	8131.94
Other income	37.64	5.01	37.73	5.17
Total income	8925.13	7673.63	9411.90	8137.12
Profit/Loss before Depreciation, Finance cost, exceptional items and tax expenses	1228.36	426.31	1280.76	467.74
Less: Depreciation	198.89	215.96	206.74	223.57
Profit/Loss before Finance cost, exceptional items and tax expenses	1029.47	210.35	1047.18	302.35
Less: Finance cost	230.96	165.22	233.58	165.39
Profit/Loss before exceptional items and tax expenses	798.51	45.13	840.44	78.78
Add (Less): Exceptional item	-	-	-	-
Profit/Loss before tax expenses	798.51	45.13	840.44	78.78
Less: Tax expenses (Current/Deferred)	217.33	16.55	230.73	18.20
Profit and Loss for the year	581.18	28.58	607.04	48.34
Less: Transfer to Reserve	-	-	-	-

> During the year under review the company revenue from operation had been increased by 15.90% on standalone basis and on consolidated basis the same had been increased by 15.29%, the PBT on standalone basis had been increased by 16.69 times and on consolidated basis the same had been increased by 9.67 times as compared to previous financial year, and the PAT had been increased by 19.34 times as compared to previous year on standalone basis and had increased by 11.56 times on consolidated basis as compared to previous financial year.

> The reasons for increased in the sale and profit margin is due to strategic planning, reduction in cost and new work order received from the Indian Oil Corporation Limited.

1.3 T ransfer to Reserve Account:

The Board of Directors of your company has decided not to transfer any amount to the reserve for the year under review.

1.4 Dividend

(a) Dividend Distribution Policy:

The Dividend Distribution Policy of your company sets out the parameters and circumstances that will be considered by the Board in determining the distribution of dividend in terms of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations, 2015).

The Board of Directors in its meeting held on November 23, 2023, had adopted the Dividend Distribution Policy. It also details the parameters for overall payout and provides for a greater flexibility to the Board in taking decisions for rewarding the shareholders of the company and returning cash to them from time to time.

The said policy is available on the Companys website at https://racksandrollers .com/investors/

(b) Dividend:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any dividend for the year under review.

1.5 Major events occurred during the year

> State of the company affairs:

The Company is engaged in the business of design, manufacturing, installation, maintenance of products, technology, automation used for construction of large warehousing systems. There has been no change in the business of the company during the financial year 2023-24.

During the year the status of the company has been changed from Private Limited Company to Public Limited company with effect from 12^th October 2023 and consequently the name of the Company has been changed from Storage Technologies and Automation Private Limited to Storage Technologies and Automation Limited.

> Material changes and commitments, if any, affecting the financial position of the company, having occurred since the end of the Year and till the date of the Report:

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, apart from listing its equity shares in the SME platform of the Bombay Stock Exchange, dated May 08, 2024. The Company has raised total fund of Rs.29,95,20,000/- by issues of 38,40,000 equity shares of a face value of Rs.10 each, issued at the price of Rs.78 per share.

2. GENERAL INFORMATION:

> During the year the status of the Company has been changed from Private Limited to Public Limited company with effect from 12th October 2023 and consequently the name of the Company has been changed from Storage Technologies and Automation Private Limited to Storage Technologies and Automation Limited.

> After the end of the financial year, your company has listed its equity shares on May 08, 2024, with the Bombay Stock Exchange ("BSE") under the SME platform. The company has raised the total fund of Rs.29,95,20,000/- by issue of 38,40,000 equity shares of a face value of Rs.10 each, issued at the price of Rs.78 per share under the Initial Public Offering ("IPO").

> During the year under review the company is engaged in the business of design, manufacturing, supplying and installation of automated storage system.

3. CAPITAL AND DEBT STRUCTURE

> During the year the authorised shares capital had been increased by Rs.9,00,00,000/- divided into 90,00,000 equity share of Rs.10 each.

> During the year the issue, subscribed and paid-up capital had been increased by Rs.6,00,00,000 by way of bonus issue of 60,00,000 equity share of a face value of Rs.10 each to the existing shareholders in the ratio of 2:1, dated 10th January 2024.

4. CREDIT RATING

The Company has neither issued any debts instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds, and therefore credit rating had not undertaken.

5. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013 (the Act), Listing Regulations, 2015 and in accordance with the Accounting Standards specified under the Companies Act 2013, along with all relevant documents and the Independent Auditors Report thereon forms part of this Annual Report. Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014 the statement containing salient features of the financial statements of the Companys subsidiaries for the financial year ended on 31st March 2024 in Form AOC-1 forms part of this Annual Report as Annexure I.

Further, in terms of the provisions of section 136 of the Act, a copy of the audited financial statements for the financial year ended on 31st March 2024 for each of the subsidiary companies will be made available by email to members of the Company, seeking such information. The members can send an email to cs@racksandrollers.com.These financial statements shall also be kept open for inspection by any member at the registered office of the company during business hours. The financial statements of the company and its subsidiaries are also placed on the Companys website at https://racksandrollers.com/investors/

5.1 Subsidiaries Companies

> Glaukoustech Solutions Private Limited: During the year under review the Company has achieved revenue from operation is Rs.1.90 crore and incurred loss of Rs.0.12 for the current financial year 2023-24.

> DI&P Services Private Limited: During the year under review the Company has achieved revenue from operation is Rs.3.55 Crore and incurred net profit of Rs.0.41 Crore for the current financial year 2023-24.

More detailed information is given in the report on Management Discussion and Analysis, which forms part of this Annual Report.

The Companys policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with regulation 16(1)(c) of the Listing Regulations, 2015, can be accessed on the Companys website at https://racksandrollers. com/investors/ under policies.

5.2 Associate and Joint Venture:

During the year under review no companies had become or ceased to be its associate or joint venture companies during the year.

6. AUDITORS

6.1 Statutory Auditor:

During the year M/s CGSS & Associates LLP, Chartered Accountants (Firm Registration No.S200053) has been appointed by the board and shareholders, as Statutory Auditor of the company to audit the books of account for the financial year 2023-24 and to hold office until the conclusion of the ensuing 14thAnnual General Meeting, in order to fill the casual vacancy caused by the resignation of M/s Chinnappa and Associates, Chartered Accountants, (Firm Registration No.026355S).

Further, the Board is recommending for the shareholders approval in their ensuing Annual General Meeting to re-appoint and regularised M/s CGSS & Associates LLP, Chartered Accountants (Firm Registration No.S200053), as statutory auditor of the company for the period of 1 (one) year from the date of conclusion of 14thAnnual General Meeting to be held during the year 2024 to the conclusion of 15thAnnual General Meeting to be held in the year 2025 to the audit the books of accounts for the financial year 2024-25.

The report of the statutory auditors does not contain any qualification, reservation or adverse remark or disclaimer.

6.2 Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as the company was listed after the end of the financial year the company had appointed Mr. Ajay Madaiah B B, proprietor of M/s ABM & Associates, having registration no. (4224/2023) as Secretarial Auditor of the Company.

The report of the secretarial auditors in Form No.MR-3 are attached as Annexure II The report does not contain any qualification, reservation or adverse remark or disclaimer.

6.3 Internal Auditor

Pursuant to the provision of section 138 of the Companies Act, 2013 and rules made thereunder, the provision was not applicable to the company as on the financial year ended 31 st March 2024.

7. DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

In terms of the provisions of section 143(12) of the act read with rule 13 of the Companies (Audit and Auditors) Rules 2014, during the year the auditors have not reported any frauds to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of section 134(3) (ca) of the act are required to be disclosed.

8. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and whether these are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Internal financial controls with reference to the financial statements were adequate and operating effectively.

9. RISK MANAGEMENT POLICY

In terms of regulation 21 of the Listing Regulations, 2015, the Board of your Company has adopted a Risk Management Policy, which inter alia, provides for framework for identification of internal and external risks faced by the Company, including financial, operational, sectoral, sustainability, information, cyber security, strategic or any other risk as may be determined by the Risk Management Committee and the measures for risk mitigation, reporting of critical risks within the Company and business continuity plan.

The Risk Management Committee oversees the risk management process in the Company.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended 31st March 2024 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 has been made in notes to accounts.

The policy on materiality of and dealing with related party transactions is available on the Companys website at https://racksandrollers.com/investors/# under Policy.

11. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review are as under:

11.1 Appointment of Independent Directors: During the year your Company has appointed the following persons as Independent Directors of the Company for the period of 1 (One) year, and the directors are proposing their re-appointment in the ensuing Annual General Meeting for the further period of 1(one) year with effect from the expire of existing term.

Name of Director	DIN	Date of appointment
1. Mr. Arthur Denzlin Hirenallur Girishappa	03518445	23-11-2023
2. Ms. Japna Choudhary	06571320	23-11-2023
3. Mr. Fayaz Gangjee	00514103	23-11-2023
4. Mr. Sreenivasan Ramakrishnan	00034190	23-11-2023

11.2 Appointment of Key Managerial Personnel ("KMP"): During the year your Company has appointed the following persons as KMP of the Company:

Name of KMP	Date of appointment	Designation
1. Ms. Theja Raju	23-11-2023	Company Secretary
2. Mr. Afzal Hussain	23-11-2023	Whole time Director and Chief Executive Officer
3. Mr. Nuumaan Khasim	23-11-2023	Whole time Director and Chief Financial Officer

11.3 During the year the company has re-designated the following directors:

Name of the Directors	Date of appointment	Designation
1. Mr. Mohammad Arif Abdul Gaffar Dor	01-11-2023	Managing Director
2. Mr. Syed Azeem	01-11-2023	Whole time Director
3. Mr. Hanif Abdul Gaffar Khatri	01-11-2023	Chairman & Director
4. Mr. Khasim Sait	01-11-2023	Whole time Director

11.4 Directors Retirement by Rotation

Pursuant to the provision of section 152 of the Companies Act 2013, Mr. Hanif Abdul Gaffar Khatri (DIN 06396115), Mr. Syed Azeem (DIN 07532528), Mr. Afzal Hussain (DIN 07522387) and Mr. Nuumaan Khasim (DIN 06752207), directors are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for reappointment. The Board recommends their re-appointment. Brief details of directors are given in the notice of ensuing AGM.

12. NUMBER OF BOARD MEETING

During the year under review, 11 (Eleven) board meetings were held, details of which are provided as under.

Sl. No.	Date of meeting	Number of Directors participated
1	May 08, 2023	Six
2	May 19, 2023	Six
3	August 05, 2023	Six
4	August 23, 2023	Six
5	November 23, 2023	Six
6	December 29, 2023	Six
7	January 10, 2024	Six
8	January 20, 2024	Six
9	January 23, 2024	Six
10	February 22, 2024	Six
11	March 01,2024	Six

13. COMMITTEE OF THE BOARD

During the year the board have constituted the following committee in order to effectively deliberate its duties under the Companies Act, 2013 and Listing Regulations 2015. Details of the Committees in respect of its composition, terms of reference and meetings held during the financial year 2023-24 are as follows:

> Audit Committee.

Name of Director	Position in the committee
1. Ms. Japna Choudhary	Chairman
2. Mr. Arthur Denzlin Hirenallur Girishappa	Member
3. Mr. Nuumaan Khasim	Member

The committee shall act as required under the Companies Act, 2013 and Listing Regulation. > Nomination and Remuneration Committee

Name of Director	Designation
1. Mr. Fayaz Gangjee	Chairman
2. Mr. Sreenivasan Ramakrishnan	Member
3. Mr. Arthur Denzlin Hirenallur Girishappa	Member

The committee shall act as required under the Companies Act, 2013 and Listing Regulation. > Stakeholders Relationship Committee.

Name of Director	Designation
1. Mr. Arthur Denzlin Hirenallur Girishappa	Chairman
2. Mr. Fayaz Gangjee	Member
3. Mr. Mohammad Arif Abdul Gaffar	Member

The committee shall act as required under the Companies Act, 2013 and Listing Regulation. > Corporate Social Responsibility Committee.

Name of Director	Designation
1. Mr. Sreenivasan Ramakrishnan	Chairman
2. Mr. Afzal Hussain	Member
3. Mr. Hanif Abdul Gaffar Khatri	Member

The committee shall act as required under the Companies Act, 2013 and CSR policy.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

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 as of March 31, 2024, and of the profit of the Company for the year ended on that date.

c) The Directors 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.

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

e) The Company being unlisted, sub clause (e) of section 134(5) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

15. DECLARATION BY INDEPENDENT DIRECTORS

In terms of the provisions of section 149 of the act, independent directors on the Board of your Company as on the date of this report are Mr. Arthur Denzlin Hirenallur Girishappa, Ms. Japna Choudhary, Mr. Fayaz Gangjee and Mr. Sreenivasan Ramakrishnan.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of independence as provided under section 149(6) of the act read with regulations 16 and 25 of the Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent directors databank of the Indian Institute of Corporate Affairs. The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same in terms of regulation 25 of the Listing Regulations, 2015.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

16. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE

The annual evaluation of performance of the Board of Directors, its committees, chairman and individual directors for the reporting year was conducted in accordance with the provisions of the Act and the Listing Regulations, 2015.

Information on the process of the formal annual evaluation made by the Board of its own performance and that of its committees, chairman and individual directors are as per the framework for performance evaluation which is available the Companys website at https://racksandrollers .com/investors/ under the policy tab.

17. REMUNERATION POLICY

Your Company has in place the Remuneration Policy which provides for a whole gamut of compensation philosophy for rewarding and retaining talent.

During the year under review, the Board had approved the revised remuneration policy, as recommended by the Nomination and Remuneration Committee incorporating the changes relating to commission of non-executive directors.

The updated policy is available on the Companys website at https://racksandrollers .com/investors/ under the policy tab.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under the provisions of section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMPs to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors Report as Annexure III.

Further, a statement containing details of top ten employees in terms of the remuneration drawn and other specified employees as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, forms part of this Directors Report. In terms of the provisions of section 136 of the Act, the report is being sent to the members excluding the aforesaid statement. This statement will be made available by email to members of the Company seeking such information. The members can send an email to cs@racksandrollers.com. It shall also be kept open for inspection by any member at the registered office of the Company during business hours.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The details of the vigil mechanism (whistle blower policy) are given in the policy framed. The policy is available on the Companys website at https://racksandrollers .com /investors/ under the policy tab.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your company has not given any loan or guarantee in terms of the provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The details of investments made in terms of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

21. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy.

The Company is committed to provide a safe and conducive work environment to its employees.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the company had not crossed the threshold limits as required for the applicability to the provisions of section 135 of the Companies Act, 2013 and rules made there under relating to the Corporate Social Responsibility, and hence it is not applicable to the Company.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Conservation of Energy, Technology Absorption:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. Foreign Exchange earnings and Outgo:

Particulars	2023-24	2022-23
Total Foreign exchange inflow	Rs.2,61,90,690	Rs.90,05,921/-
Total Foreign exchange outflow	-	-

24. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the annual return for FY 2023-2024, which will be filed with Registrar of Companies, will uploaded on the Companys website and can be accessed at https://racksandrollers.com/investors/ under the Annual Return tab.

25. SECRETARIAL STANDARDS ISSUED BY THE ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Companies Secretaries of India.

26. DEPOSIT

The Company has not accepted any deposits during the year under review.

27. DETAIL OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, there is no application made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

28. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there is no one time settlement of loan taken from the bank and financial institutions.

29. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

29.1 Statement of deviation or variation

The Company has listed and raised fund after the close of the financial year therefore the clause is not applicable to the Company.

29.2 Management Discussion and Analysis Report (MDAR)

The Management Discussion and Analysis Report is forming part of this report as Annexure IV.

30. OTHER DISCLOSURE

• There is no change in the nature of business of the Company during the FY 2023-2024.

• The Managing Director and the Whole-time directors of the Company, as per the terms of appointment, do not draw any commission or remuneration from subsidiary companies. Hence, no disclosure as required under section 197(14) of the Act has been made.

• A cash flow statement for the FY 2023-2024 is attached to the Balance Sheet.

• The securities of the Company were not suspended from trading during the year under review on account of corporate actions or otherwise.

• There was no revision to the financial statements and Directors Report of the Company during the year under review.

• Details as prescribed under section 134 of the Act and Rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.

31. ACKNOWLEDGMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors, merchant banker and the members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the companys executives, staff and workers.

For and on behalf of the Board
Storage Technologies and Automation Limited (Formerly Storage Technologies and Automation Private Limited)
Sd/-	Sd/-
Mohammad Arif Abdul Gaffar Dor	Nuumaan Khasim
Managing Director	Whole time Director & CFO
DIN:02943466	DIN: 06752207
Place: Bangalore
Date: 02nd September 2024