Directors Report of Storage Technologies & Automation Ltd.

Mar 31, 2025

Your directors are pleased to present the 15th Board''s Report of your Company, along with Audited Financial Statements for the year ended 31st March, 2025.

1.FINANCIAL HIGHLIGHTS (STANDALONE & CONSOLIDATED)

The Company''s Standalone Financial Performance for the year under review along with the previous year''s figures given under:

Amount in Lakhs
Particulars	Standalone		Consolidated
	For the Year ended 31st March 2025	For the Year ended 31st March 2024	For the Year ended 31st March 2025	For the Year ended 31st March 2024
Income from Business Operations	9,441.63	8,887.48	10,038.00	9,374.17
Other Income	16.07	37.64	18.02	37.73
Total Income	9,457.70	8,925.13	10,056.02	9,411.90
Profit before Extraordinary items & Tax	527.19	798.51	567.99	840.44
Less: Extraordinary items	0	0	0	0
Less: Current Income Tax (Inc: earlier year tax)	159.03	201.61	166.75	215.43
Tax adjustments for earlier years	-	-
Less: Deferred Tax	-4.11	15.72	-4.25	15.30
Net Profit/Net Loss after Tax	372.27	581.18	394.84	607.04
Dividend pertaining to previous year paid during the year	-	-	-	-
Net Profit/Net Loss after dividend and Tax	372.27	581.18	394.84	607.04
Amount transferred to General reserve	-	-
Balance carried to Balance Sheet	-	-
Earnings per share (Basic -Weighted Average)	2.90	6.46	3.08	6.74
Earnings per Share (Diluted-Weighted Average)	2.90	6.46	3.08	6.74

2.DIVIDEND:

The Board of Directors, at their meeting held on 30.05.2025, have recommended a final dividend of Rs.0.30 @ 3% per equity share of Rs 10/- each for the financial year 2024-25. This recommendation is subject to approval by the shareholders at the forthcoming Annual General Meeting. The dividend, if approved, will be paid to the members whose names appear on the Register of Members as of the record date fixed for this purpose.

The Final Dividend, if approved, would result in a cash outflow of 38.52 Lakh and Dividend payout ratio 10.34%.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of the Company had formulated and adopted a Dividend Distribution Policy ("the Policy"). The Policy is available on the Company''s website at: http://racksandrollers.com/investor/policies/Dividend-Distribution-Policy.pdf

3.STATE OF COMPANY'' FINANCIAL AFFAIRS:

During the year under review, the company has recorded total revenue of Rs. 9,457.70 Lakhs as compared to the previous year amount of Rs. 8,925.13 Lakhs. The Expenditure incurred including Depreciation during the year was Rs. 8,930.52 Lakhs as compared to the previous year amount of

Rs. 8,126.61 Lakhs. The Company is looking forward to increase its numbers in the coming financial year.

4.TRANSFER TO RESERVES:

The company has not transferred any amount to any specific reserve fund during the financial year under review.

5.INSURANCE:

The Company has taken Insurance on its Assets.

6.MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION

OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR TILL THE DATE THE

REPORT:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year and the date of this report.

7.SHARES AND SHARE CAPITAL

During the year under review, the Company has not issued any new shares; therefore, there was no change in the Authorized, Issued and Paid-Up share capital of the Company.

OTHER DISCLOSURES AND INFORMATION THAT THE COMPANY:

• Has not allotted any shares with differential voting rights during the year, hence there is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

• Has not allotted any sweat equity shares during the year, in accordance with the provision of section 54(1 )(d) of Companies Act, 2013 read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014.

• Has not allotted stock option to any employee during the year, as per Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014.

• The company has not given any loan pursuant to provisions of section 67 of the act to its employees for purchase of its own shares hence there is nothing to disclose under provisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

8.CHANGE IN NATURE OF BUSINESS

There was no change in nature of Business of the Company during the year under review.

9. DEMATERIALISATION OF EQUITY SHARES

Equity Share of the Company is in Dematerialized Form with either of the depository''s viz. NSDL and CDSL. The ISIN No. allotted is INE0RGM01016.

10. FOREIGN CURRENCY EARNINGS AND OUTGO:

In lakh
Particulars	2024-25	2023-24
Total Foreign exchange inflow	282.33	275.83
Total Foreign exchange outflow	13.64	-

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.

12. Conservation of Energy

The Company has requisite checks and balances in place to consume lowest possible amount of power in its activities and therefore the operations involve low consumption of energy. Nevertheless, Company is implementing various measures to conserve and minimize the use of energy.

13. Technology Absorption

The Company has undertaken efforts in technology absorption and innovation during the year, leading to improvements in processes and operational efficiency. The benefits derived include better quality, cost optimization, and enhanced productivity.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

At Storage Technologies And Automation Limited, we believe that our responsibilities extend beyond the realm of business. Guided by our commitment to CSR, we strive to make a meaningful difference in the communities we serve. Our CSR Policy, framed in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, reflects our dedication to ethical governance and transparency in all our initiatives.

This year, the Company reaffirmed its commitment to enriching lives by contributing to an old age home, reflecting its focus on social responsibility beyond financial growth.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 & 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loan u/s 185 of the Companies Act, 2013.

The loan has been provided for the purpose of meeting working capital requirements / principal business activities and is on terms and conditions that are not prejudicial to the interest of the Company. During the year under review, the Company has not given any loan, provided any guarantee or security, or made any investment falling within the purview of Section 186 of the Companies Act, 2013.

16.DISCLOSURES BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1, intimation under Section 164(2) i.e., in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

17.DIRECTORS / KEY MANAGERIAL PERSONNEL: There was no Change in the Directors during the period under review, and the Composition of Board of Directors as on 31st March, 2025 is as follows;
NAME	DATE OF APPOINTMENT	CURRENT DESIGNATION
MOHAMMAD ARIF ABDUL GAFFAR DOR	19/03/2010	Managing Director
KHASIM SAIT	19/03/2010	Whole-time director
NUUMAAN KHASIM	01/06/2016	Whole-time director
AFZAL HUSSAIN	01/06/2016	Whole-time director
SYED AZEEM	01/06/2016	Whole-time director
SREENIVASAN RAMAKRISHNAN	23/11/2023	Independent Director
FAYAZ GANGJEE	23/11/2023	Independent Director
ARTHUR DENZLIN HIRENALLUR GIRISHAPPA	23/11/2023	Independent Director
JAPNA CHOUDHARY	23/11/2023	Independent Director

During the year, there were changes in the position of Company Secretary and Compliance Officer. Ms. Theja Raju resigned with effect from 02nd September, 2024 and was succeeded by Ms. Vijaylaxmi Kedia on the same date. Subsequently, Ms. Vijaylaxmi Kedia resigned with effect from 07th February, 2025, and Ms. Cauveramma B. B. was appointed as Company Secretary and Compliance Officer with effect from 07th February, 2025.

18.MEETINGS OF THE BOARD:

During the period under review, total of 11 Board meetings were held. The maximum time-gap between any two consecutive meetings did not exceed 120 days. The details of the Board meetings are:

SI NO	DATE
1	08-04-2024
2	17-04-2024
3	20-04-2024
4	29-04-2024
5	04-05-2024
6	06-05-2024
7	30-05-2024
8	02-08-2024
9	12-11-2024
10	07-02-2025
11	25-02-2025

19.SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Regulation 25 of the Listing Regulations and Section 149 read with Schedule IV of Companies Act, 2013 mandates that the Independent Directors of the Company shall hold at least one meeting in a year, without the presence of Non-Independent Directors and members of the management and requires all the Independent Directors to be present at such meeting.

The company recognizes the role that Independent Directors play in ensuring an efficient and transparent work environment, hence all the Independent directors of the company separately met once during the year 2024-2025 without the presence of any Non-Independent Directors and/or any members of the management on 25th March 2025 and discussed about the flow of Information to the Board, Compliances, and various other Board Related matters and identify areas where they need clarity or information from management and to annually review the performance of Non- Independent Directors, the Board as whole and the Chairman.

The Independent Directors updated the Audit Committee and the Board about the outcome of the meetings and actions required to be taken by the Company.

20.NUMBER OF MEETINGS OF THE SHAREHOLDERS:
SI. No.	Type of Meeting	Date of Meeting
1	Extra ordinary General Meeting	08-04-2024
2	Annual General Meeting (AGM)	28-08-2024

21 .AUDIT COMMITTEE:

The Committee comprises of three Directors viz. Ms. Japna Choudhary, Chairman, Mr. Arthur Denzlin Hirenallur Girishappa, Member. Mr. Nuumaan Khasim, Member. The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.

The key responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibilities in relation to financial reporting, the effectiveness of the system of risk management and robustness of internal financial controls and risk management framework and monitoring the qualifications, expertise, resources and independence of both the internal and external auditors and assessing the auditor''s performance and effectiveness each year.

During the year under review, 4(Four) meetings of the Audit Committee were held on 30-5-2024, 02-9-2024, 07-2-2025 and 25-2-2025.

Review of Financial Results for FY 2024-25: The Committee reviewed the Standalone & Consolidated Financial Statements for FY 2024-25 and based on this review and discussions with management, the Committee was satisfied that the Financial Statements were prepared in accordance with applicable Accounting Standards and fairly presents the financial position and results for the year ended March 31st, 2025. The Committee therefore recommended the Financial Statements for the year ended March 31st, 2025 for approval of the Board.

The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations of the Audit Committee made during the year were accepted by the Board.

22. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Committee comprises of three Directors viz. Mr. Arthur Denzlin Hirenallur Girishappa, Chairman, Mr. Fayaz Gangjee, Member , Mr. Mohammad Arif Abdul Gaffar Dor, Member. The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.

The Company recognizes the worth of sustaining an ongoing relation with the Company''s stakeholders to ensure a mutual understanding of the Company''s strategy, performance and governance. The Stakeholder Relationship Committee (SRC) assists the Company and its Board in maintaining strong and long-term relationships with all its shareholders. The SRC mainly oversees and reviews the timely redressal of the entire Security holder''s grievance; ways to

enhance shareholder experience; performance of Registrar & Transfer Agent; shareholding movement etc.

During the year under review, one (1) meeting of the Stakeholder Relationship Committee were held on 2nd September 2024.

All the recommendations of the Committee were accepted by the Board.

23. INVESTOR COMPLAINTS

Company''s Registrar & Transfer Agent, Integrated Registry Management Services Private Limited and resolves investor grievances in consultation with the Compliance Officer. All grievances can be addressed either to RTA or to the Company directly. An update on the status of complaints is quarterly reported to the Board and is also filed with stock exchanges.

Company has not received any investor complaints during the Financial Year 2024-25

24. NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three Directors viz. Mr. Fayaz Gangjee, Chairman, Mr. Sreenivasan Ramakrishnan, Member , Mr. Arthur Denzlin Hirenallur Girishappa, Member . All the Members of the Committee are Independent Directors. The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.

The NRC is responsible for making recommendations to the Board on the structure, size and composition of the Board, ensuring that the appropriate mix of skills, experience, diversity and independence is present on the Board for it to function effectively. The Committee also carries out the entire process of Board Evaluation.

When setting remuneration for the Executive Directors, the Committee takes into account the overall business performance of the company operations and The Committee is also focused on aligning the interests of the Executive Directors and the management group with those of shareholders, to build a sustainable performance culture.

During the year under review, two (2) meetings of the Nomination and Remuneration Committee were held on 2nd September 2025 and 7th February 2025 .

All the recommendations of the Committee were accepted by the Board.

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Committee comprises of three Directors namely Mr. Sreenivasan Ramakrishnan, Chairman, Mr. Afzal Hussain , Member, Mr. Hanif Abdul Gaffar Khatri , Member The Committee fulfils the composition requirement as specified under the provisions of the Companies Act, 2013 and Listing Regulations.

When setting remuneration for the Executive Directors, the Committee takes into account the overall business performance of the company operations and The Committee is also focused on aligning the interests of the Executive Directors and the management group with those of shareholders, to build a sustainable performance culture. During the year under review, one (1) meeting of Corporate Social Responsibility Committee were held on 2nd September 2025. All the recommendations of the Committee were accepted by the Board.

26. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to the remuneration as required u/s 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given as Annexure B forming part of this Report.

27. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

As per provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111 (E) on 16th Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1st April, 2017. As the Company is listed on BSE SME Platform of BSE Limited, it is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with the period on or after 1st April 2017.

28.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Glaukoustech Solutions Private Limited: During the year under review the Company has achieved revenue from operation is Rs.1.4 Crore and incurred net profit of Rs.0.16Crore for the current financial year 2024-25.

DI&P Services Private Limited: During the year under review the Company has achieved revenue from operation is Rs. 4.5 crore and incurred loss of Rs.0.17 crore for the current financial year 2024-25.

The Company''s 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 Company''s website at https://racksandrollers. com/investors/ under policies

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.

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

29. AUDITORS:

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 2024-25 and to hold office until the conclusion of the ensuing 15th Annual General Meeting,

Further, the Board is recommending for the shareholders'' approval in their ensuing Annual General Meeting to appoint and regularize M/s MSSV & Co., Chartered Accountants (Firm Registration No.001987S), as statutory auditor of the company for the period of five years starting from Financial year 2025-26 ,and they shall hold office from conclusion of this AGM until the conclusion of the 20th Annual General Meeting of the Company i.e for the Financial year 2029-30,

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

30. INTERNAL FINANCIAL CONTROLS

Company has appointed Ms. CA R. Rama Lakshman, qualified Chartered Accountant, having Membership No.251501, as its Internal Auditor for Financial Year 2024-25 . The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

31 .SECRETARIAL AUDIT REPORT:

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 D'' The report does not contain any qualification, reservation or adverse remark or disclaimer.

32. OBSERVATIONS AND REMARKS OF AUDITOR:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. No observation or remark has been given by the Auditor during the period under review.

33. FRAUD REPORTING BY THE AUDITORS:

During the year under review, neither the statutory auditors nor the Secretarial Auditors has reported to the audit committee u/s 143(12) of the Companies Act, 2013 any fraud committed against the Company by any of its officers, employees.

34. CORPORATE GOVERNANCE:

As the company has been listed on BSE Start-up Segment SME Platform of BSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17,18,19, 20, 21, 22, 24, 25, 26, 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

35. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of the board, its committees and individual directors pursuant to the provisions of the Act and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (''SEBI Listing Regulations'').

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has an Internal Complaints Committee in place as prescribed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, No complaints for sexual harassment were received during the year under review.

37. HUMAN RESOURCES AND EMPLOYEE RELATIONS

During the period under review, the personal and work relationship with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. The Board wishes to place on record their sincere appreciation to the co-operation extended by all the employees in maintaining cordial relations.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATION OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

39. COST AUDIT:

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained such cost accounts and records as are required to be maintained for the financial year 2024-25.

40. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

41. POLICIES:

The Companies Act 2013 along with the SEBI (LODR) Regulation, 2015 and mandate to formulation of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain and Courage high level of ethical standard in business transaction.

42.VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations framed "Whistle Blower Policy and Vigil Mechanism" ("the Policy").

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders, including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy.

The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at the link.

43. POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to regulation 9 of the Securities Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Document ensure safekeeping of the record and safeguard the Documents from getting mutilated or destroyed, while at the same time avoiding superfluous inventory of Documents. Policy on Preservation on the documents may be accessed on the Company''s website at the link A. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,2015 ("Regulations"). The object of the policy is to determine materiality of events of information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulation and to provide an overall governance framework for such determine of materiality.

Policy on criteria for determining materiality of events may be accessed on the Company''s website at the link

44.INSIDER TRADING REGULATIONS:

Based on the requirement under SEBI (Prohibition of Insider Trading) Regulation, 1992 read with SEBI (Prohibition of Insider Trading) Regulation, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Fair Disclosure ("Code"), as approved by the Board from time, are in force by the Company. The objective of this Code is to Price the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in shares of the Company by its Directors, designated employees and other employees and other employees. The Company also adopts the concept of Trading window closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Storage Technologies and Automation Limited at the time when there is unpublished price sensitive information.

Policy on criteria for Insider Trading Regulations may be accessed on the Company''s website at the link:

45. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel(s) (KMP(s)). All related party transactions are mentioned in the notes to the accounts. The Company has formulated a Policy on "Materiality of Related Party Transactions" and on "the process of dealing with such transactions", which are in line with the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015. The same is also available on the company website.

During the year under review, there were no material related party transactions under Regulation 23 (4) of SEBI LODR Regulations, 2015 entered into by the Company, which necessitates approval of Shareholders.

46. RISK MANAGEMENT:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of the Company.

47. CODE OF CONDUCT:

The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board Members and Senior Management Personnel.

48. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management''s discussion and analysis report is annexed in "ANNEXURE-G".

49. CEO/CFO CERTIFICATION:

In compliance with Regulation 17(8) of the Listing Regulations, the CFO certification on the financial statements, duly signed by the CFO of the Company, for the year ended March 31, 2025 is enclosed at the end of the Report "ANNEXURE F". The Company has adopted a back-up certification system by Business & Functional Heads for compliance with respect to their concerned areas in order to imbibe a compliance & ethical culture in the organization.

50. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:

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

• The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

• 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;

• The directors have prepared the annual accounts on a going concern basis; and

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

• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

51. ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the company will be uploaded on the website of the company at https://www.racksandrollers.com/

52.INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply to the company; hence the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

53.ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS A. Statement of deviation or variation

The Company''s equity shares were listed on the BSE SME Exchange during the year pursuant to the Initial Public Offering (IPO). It is hereby confirmed that there have been no deviations or variations in the utilization of the proceeds of the IPO as compared to the objects stated in the offer document. The funds raised have been utilized entirely for the purposes for which they were raised.

Original Object	Modified	Original	Modified	Funds	Amount of
	object, if	Allocatio	allocatio	Utilise	Deviation for
	any	n	n, if any	d	the first half year according

		(INR In Crore)		(INR In Crore)	to applicable object (INR In Crore)
Working Capital Requirements	No	27.50	0	27.50	0
General Corporate Purpose	No	0.03	0	0.03	0

B. Management Discussion and Analysis Report (MDAR)

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 2024-2025 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.

COMPLIANCE OF MATERNITY BENEFITS ACT 1961

The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961, including all amendments thereto. During the financial year under review, there were no instances requiring any employee to make an application or avail benefits under the said Act.

ACKNOWLEDGEMENTS:

Your director''s place on record their appreciation for their overwhelming co-operation and assistance received from investors, customers, business associates, banker, vendors, as well as regulatory and governmental authorities, Your Directors also thank the employee at all levels, our consistent growth was made possible by their hard work, solidarity, cooperation and support.

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Mar 31, 2024

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: (Amount in Lakhs)
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:			(Amount in	Lakhs)
Particulars	Standalone		Consolidated
	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	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 Company''s 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 company''s 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 Company''s 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 [email protected].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 Company''s 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 Company''s 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 Company''s 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. AUDITORS6.1 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 Company''s 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 arm''s 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 Company''s 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.

	Sl. No.		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:
Sl. No.		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:
Sl. No.		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.
	Sl.	Name of Director			Position in the
	No.				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
	Sl.	Name of Director			Designation
	No.
	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.
	Sl.	Name of Director		Designation
	No.
	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.
	Sl.	Name of Director	Designation
	No.
	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 director''s 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 Company''s 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 Company''s 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 [email protected]. 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 Company''s 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 & OUTGOA. 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:	Amount in Lakhs
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 Company''s 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 REGULATIONS29.1 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 company''s executives, staff and workers.