-

RISHIFlOOP
Rishiroop Lld.
1005 The Summit Business Park
Andheri Kurla Road, Andheri [E)
Mumbai 400 093, lndia
Tel: +91 22-4095 2000
CIN : 1252001\4H1 984P1C034033
wr,trv. r'ishinoop. in
RL/MUM/ AF t21/2024-25 July 16,2024

To,
Department of Corporate Services
BSE Ltd,
P.J.Towers, Datal Street,
Fort, Mumbai - 400 001

Ref.: BSE Scrip Code No. 526492: lSlN 1NE582D01013

Sub: Annual Report 2023-24 and Notice of 39th AGi

Dear Sirs,

Pursuant to Regu[ation 34(1)(a) of the SEBI (Listing Obtigations and Disclosure Requirements)
Regutations, 2015, a copy of Annual Report for the financiat year 2023-24 atong with the Notice of the
39th Annual Generat Meeting (AGM) of the Company is attached.

The 39th AGM witt be hetd on Monday, August 12, 2024 at 11:OO a.m., through Video Conferencing/
Other Audio Visual Means ("VC/OAVM").

Notice of the 39th AGM and Annuat Report for the financial yeat 2023-24 can also be downtoaded from
website of the company on webtink: http://www.rishiroop.in/investors/annual-reports/.

Kindty disseminate the above Report on your website for the information of sharehotders.

Thanking you,

Yours sincerety,

For Rishiroop Limited

Agnelo
Digitally signed by Agnelo Anthony
Fernandes
DN: c=IN, o=Personal, title=1570,
pseudonym=133531471419379016MO2V

Anthony
h1A4MKba16,
2.5.4.20=8b363ed12b73e250c93920e4943
c9059a877e5c23fba1c3f5c55e13b2f450d8
e, postalCode=400061, st=Maharashtra,

Fernandes
serialNumber=bb47160f0dd97a25182cd2
9ca74afb8dadaf869295d5966fd1244af80b
8f7824, cn=Agnelo Anthony Fernandes
Date: 2024.07.16 11:20:01 +05'30'

Agnelo A. Fernandes
Company Secretary

Registered office: W-7StAl & W-76(Al, I\/IDC lndustrial Esrate, Satpur, Nasik 422007
ANNUAL
2023-24
REPORT

02 Notice
17 Directors’ Report
30 Management Discussion & Analysis
33 Report on Corporate Governance
48 Auditors’ Certificate on Corporate Governance
58 Auditors’ Report
69 Balance Sheet
70 Statement of Profit & Loss
71 Cash Flow Statement
73 Notes on Financial Statements

1
Rishiroop Limited 39th Annual Report 2023-2024

NOTICE
Notice is hereby given that the Thirty-Ninth (39th) Annual General Meeting (“AGM”) of Rishiroop Limited
will be held on Monday, August 12, 2024 at 11:00 a.m., Indian Standard Time (“IST”), through Video
Conferencing/ Other Audio Visual Means (“VC/OAVM”) to transact the following business:
The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company
which shall be the deemed venue of the AGM.
ORDINARY BUSINESS:
Item No. 1 - Adoption of Financial Statements and Reports of the Board of Directors and the
Auditors thereon:
To receive, consider and adopt the financial statements, namely - (i) the Audited Balance Sheet as at
March 31, 2024, (ii) the Audited Statement of Profit & Loss for the year ended on that date, (iii) the
Cash Flow Statement for the financial year ended on that date, (iv) Statement of changes in Equity
(v) Explanatory notes annexed to, or forming part of, the documents referred to in (i) to (iv) above and
the Reports of the Board of Directors and the Auditors thereon.
Item No. 2 - Declaration of Dividend:
To declare a final dividend of Rs. 1.80 per equity share of Rs. 10/- each for the Financial Year 2023-24.
Item No. 3 - Appointment of Director:
To appoint a Director in place of Mr. Arvind M. Kapoor (DIN: 00002704), who retires by rotation at this
Annual General Meeting, and being eligible offers himself for re-appointment.
SPECIAL BUSINESS:
Item No. 4 – Continuation of Mr. Atul Shah (DIN: 00004528) as Non-Executive Director
To consider, and if thought fit, to pass with or without modification, the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provision of Section 152 and other applicable provisions of the
Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules
2014, and Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (as amended), Mr. Atul Rameshchandra Shah (DIN: 00004528) who retired by rotation and was
reappointed at the 38th Annual General Meeting of the Company held on September 8, 2023, and
who will attain the age of seventy-five years on October 26, 2024, be and is hereby confirmed as an
Non-executive Director of the Company to hold office up to the conclusion of the 40th Annual General
Meeting of the Company to be held in the calendar year 2025.”
“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do and perform
all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or
desirable to give effect to above resolution.”
Item No. 5 - Consent of Members for increase in the limits applicable for making investments under
Section 186 of the Companies Act, 2013
To consider, and if thought fit, to pass with or without modification, the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to Section 186 of the Companies Act, 2013 (the Act), read with the
Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable provisions, if any,
of the Act and the Rules made thereunder, as amended from time to time, consent of the Company
be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the
“Board”, which term shall be deemed to include any Committee of the Board constituted to exercise

2
its powers, including the powers conferred by this Resolution) to invest/acquire the securities of any
body corporate by way of subscription/purchase and/or to make investments in mutual funds/bonds/
government securities or otherwise, upto a sum of INR 150 Crore (Indian Rupees One Hundred and Fifty
Crore Only), notwithstanding that the aggregate of the investments so far made or to be made exceeds
the limits/will exceed the limits laid down by the Act.
RESOLVED FURTHER THAT the Board be and is hereby authorized to take from time to time all decisions
and steps necessary, expedient or proper, in respect of the above mentioned investment(s) (collectively
”transactions”) including the timing, the amount and other terms and conditions of such transactions
and also to take all other decisions including varying any of them, through transfer or sale, divestment
or otherwise, either in part or in full, as it may, in its absolute discretion, deem appropriate, subject to
the specified limits for effecting the aforesaid transaction and to dispose of the investments so made,
from time to time, and also to execute all deeds, documents and other writings and to do all such acts,
deeds, matters and things, as may be necessary and expedient for implementing and giving effect to
this resolution.”
Item No. 6 – To consider and approve place other than the registered office where statutory
registers, returns etc. of the Company may be kept
To consider and, if thought fit, to pass with or without modification, the following as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 94(1) of the Companies Act, 2013 (‘Act’) read
with Rule 5(2) of the Companies (Management and Administration) Rules, 2014 and other applicable
provisions of the Companies Act, 2013, including any amendments thereto, and pursuant to Article 166
of the Articles of Association of the Company, consent of the Company be and is hereby accorded to
maintain and keep the statutory registers and records of the Company (other than books of accounts
and financial statements under Section 128 of the Act which shall continue to be kept at the registered
office of the Company) and copies of annual returns filed under Section 92 of the Act or any one or
more of them, at the Corporate Office of the Company situated at 1005/1006 - The Summit Business
Park, Behind Western Express Highway Metro Station, Andheri East, Mumbai – 400 093 or at such other
place as the Board may from time to time decide.”
“RESOLVED FURTHER THAT the register and index of members, and other registers under Section 88 of
the Act, be maintained in electronic form by the Registrar and Transfer Agent of the Company viz. Link
Intime India Private Limited whose office is situated at C-101, 247 Park, L B S Marg, Vikhroli (West),
Mumbai – 400 083 or such other place as the Board may decide from time to time.”
“RESOLVED FURTHER THAT Mr. Arvind M. Kapoor, Director or Mr. Aditya A. Kapoor, Managing Director
and Mr. Agnelo A. Fernandes, Company Secretary & Compliance Officer of the Company be and are
hereby severally authorized to file the necessary documents/ form(s) with the ROC and to do all such
acts, deeds, matters and things as may be necessary, proper or expedient for the purpose of giving
effect to this resolution and for matters connected therewith or incidental thereto.”

For and on behalf of the Board of Directors

Place: Mumbai Arvind Mahendra Kapoor

Date: 21.05.2024 Chairman
DIN: 00002704
Registered Office:
W-75(A) & W-76(A)
MIDC Industrial Area
Satpur, Nasik – 422007
CIN - L25200MH1984PLC034093

3
Rishiroop Limited 39th Annual Report 2023-2024

EXPLANATORY STATEMENT AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4
Continuation of Mr. Atul R. Shah (DIN: 00004528) as Non-Executive Director:
In the Thirty-Eight Annual General Meeting of the Company held on September 8, 2023, Mr. Atul
Rameshchandra Shah, Non-Executive Director (DIN: 00004528) who retired by rotation, was reappointed.
Reg. 17(1A) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 provides
that no listed entity shall continue the directorship of any person as a non-executive director who has
attained the age of seventy-five years unless a special resolution is passed to that effect.
Since Mr. Atul R. Shah will attain the age of seventy-five years on October 26, 2024, pursuant to
Reg. 17(1A), a special resolution is required to be passed by the Members for the continuation of his
appointment as Non-Executive Director.
Justification for continuation of appointment:
Mr. Atul R. Shah is a Chartered Accountant having more than 49 years expertise in Corporate Laws,
Taxation, Accounts and Auditing. His rich experience and deep understanding of financial and regulatory
requirements is invaluable in guiding the Company.
The Board considers that his continued association would be of immense benefit to the Company, and
it is desirable to continue to avail services of Mr. Shah as non-executive Director. Accordingly, the
Board of Directors recommends the continuation of his appointment as Non-Executive Director of the
Company.
The Board, based on the recommendation of the Nomination and Remuneration Committee, unanimously
recommends the resolution set out at item No. 4 of the Notice for approval by the Members by way of
a Special Resolution.
Other than Mr. Atul R. Shah, none of the Directors or Key Managerial Personnel of the Company or
their relatives are interested or concerned, financially or otherwise, in the resolution as set out in
item no. 4 of this Notice. This Explanatory Statement may also be regarded as a disclosure under
Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), 2015.
ITEM NO. 5
Consent of Members for increase in the limits applicable for making investments under Section 186
of the Companies Act, 2013
In order to make optimum use of funds available with the Company, the Board of Directors of the
Company proposes to make use of the surplus funds, by making investment in other bodies corporate
or mutual funds/bonds/government securities etc., as and when required.
Pursuant to the provisions of Section 186(3) of the Companies Act, 2013 and Rules made there under,
the Company needs to obtain prior approval of shareholders by way of special resolution passed at
the General Meeting in case the amount of investment proposed to be made is more than the higher
of sixty percent of the paid up share capital, free reserves and securities premium account, or one
hundred percent of free reserves and securities premium account.
In the 36th Annual General Meeting held on September 3, 2021, members had approved the investment
limit of Rs. 100 crore (Indian Rupees One Hundred Crore Only). However, keeping in view the surplus
funds available with the Company, it is now proposed to revise the investment limit to Rs. 150 crore
(Indian Rupees One Hundred Fifty Crore Only).
Accordingly, approval of the members is sought by way of special resolution as contained in the notice
of the Annual General Meeting for an investment limit not exceeding INR 150 Crore (Indian Rupees
One Hundred Fifty Crore Only) outstanding at any time, notwithstanding that such investments are in
excess of the limits prescribed under Section 186 of the Companies Act, 2013.

4
The Directors, therefore, unanimously recommend the Special Resolution set out in item No. 5 as an
enabling resolution, authorizing the board of directors of the Company to make investments, within
the limits as mentioned in the proposed resolution, for the approval of the shareholders.
None of the Directors, Key Managerial Personnel of the Company or their relatives or any of other
officials of the Company as contemplated in the provisions of Section 102 of the Companies Act,
2013 is, in any way, financially or otherwise, concerned or interested in the resolution set out at
item no. 5. This Explanatory Statement may also be regarded as a disclosure under Regulation 30 of
the SEBI (Listing Obligations and Disclosure Requirements), 2015.
ITEM NO. 6
To keep Register and Returns at a place other than Registered Office
As per Section 94 of the Companies Act 2013, the registers required to be kept and maintained by a
Company under Section 88 and copies of the annual return filed under Section 92 shall be kept at the
registered office of the Company:
Provided that such registers or copies of return may also be kept at any other place in India in which
more than one-tenth of the total number of members entered in the register of members reside, if
approved by a special resolution passed at a general meeting of the Company.
Since, the equity shares of the Company are in dematerialized format, the Register of Members and
other registers as required under Section 88 of the Companies Act 2013 is maintained in electronic
form, as permitted by the Articles of Association of the Company, by the Registrar & Transfer Agent viz.
Link Intime India Private Limited whose office is located at C-101, 247 Park, LBS Marg, Vikhroli (West),
Mumbai – 400 083.
Since the Corporate Office of the Company has been recently located at 1005-1006 The Summit Business
Bay, Andheri - Kurla Road, Andheri East, Mumbai – 400 093, it is proposed to keep the Annual Returns
and other statutory registers and records prescribed under the Companies Act, 2013 and Rules framed
thereunder (other than books of accounts and financial statements under Section 128 of the Act which
shall continue to be kept at the registered office of the Company) at the Corporate Office address, as
approved by the Board of Directors in the meeting held on May 21, 2024.
The Board recommends the Special Resolution as set out at item no. 6 for approval by the Members.
None of the Directors, Key Managerial Personnel of the Company or their relatives or any of other
officials of the Company as contemplated in the provisions of Section 102 of the Companies Act,
2013 is, in any way, financially or otherwise, concerned or interested in the resolution set out at
item no. 6. This Explanatory Statement may also be regarded as a disclosure under Regulation 30 of
the SEBI (Listing Obligations and Disclosure Requirements), 2015.

For and on behalf of the Board of Directors

Place: Mumbai Arvind Mahendra Kapoor

Date: 21.05.2024 Chairman
DIN: 00002704
Registered Office:
W-75(A) & W-76(A)
MIDC Industrial Area
Satpur, Nasik – 422007
CIN - L25200MH1984PLC034093

5
Rishiroop Limited 39th Annual Report 2023-2024

NOTES:
1. T
 he Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material
facts concerning the business under items No. 4, 5 & 6 of the accompanying Notice, is annexed
hereto.
2. P
 ursuant to General Circular Nos. 14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020
and May 5, 2020 respectively, Circular 2/2021 dated January 13, 2021, Circular 21/2021 dated
December 14, 2021, Circular 2/2022 dated May 5, 2022, Circular 10/2022 dated December 28, 2022
and Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs
(“MCA Circulars”), and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020,
Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/
CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4
issued on January 5, 2023 issued by the Securities and Exchange Board of India (“SEBI Circulars”),
and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amended), the 39th Annual General
Meeting of the Company is being convened and conducted in accordance with the aforesaid MCA
Circulars and SEBI Circulars through Video Conferencing/ Other Audio Visual Means (“VC/OAVM”)
facility, which does not require physical presence of members at a common venue. Hence, Members
can attend and participate in the ensuing AGM through VC/OAVM.
3. In terms of the MCA Circulars and SEBI Circulars since the physical attendance of Members has
been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility
of appointment of proxies by Members under Section 105 of the Act will not be available for the
39th AGM. Hence, Proxy and Attendance Slip are not annexed to this Notice. However, in pursuance
of Section 112 and Section 113 of the Act, representatives of the members such as the President of
India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast
their votes through e-Voting.
4. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended), the Secretarial Standard
on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”)
and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as
amended), and aforesaid MCA Circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January
13, 2021, December 14, 2021, May 5, 2022, December 28, 2022 and September 25, 2023, the
Company is providing facility of remote e-voting to its Members in respect of the business to be
transacted at the AGM. For this purpose, the Company has entered into an agreement with Central
Depository Services (India) Limited (‘CDSL’) for facilitating voting through electronic means, as the
authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as
well as the e-voting system on the date of the AGM will be provided by CDSL.
5. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled
time of the commencement of the Meeting by following the procedure mentioned in the Notice.
The facility of participation at the AGM through VC/OAVM will be made available to at least 1000
members on first come first served basis. This will not include large Shareholders (Shareholders
holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial
Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without
restriction on account of first come first served basis.
6. The attendance of the Members attending the AGM through VC/OAVM will be counted for the
purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
7. In accordance with the aforesaid MCA Circulars and SEBI Circulars, the Notice of 39th AGM along with
Annual Report 2023-24 is being sent only through electronic mode to those Members whose email
addresses are registered with the Company/ Depositories. Members may request for a printed

6
 copy of the Annual Report 2023-24 by sending an email to: investor@rishiroop.com. Members may
note that Notice and Annual Report 2023-24 have been uploaded on the website of the Company at
www.rishiroop.com. The Notice can also be accessed from the website of the Stock Exchange
i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of
CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e.
www.evotingindia.com.
8. T
 he dividend on equity shares, as recommended by the Board, if declared at the Annual General
Meeting will be paid (after deduction of tax at source) to those Members whose names stand
registered on the Company’s Register of Members:
i.  s Beneficial Owners as at the end of the business hours on August 5, 2024, as per the list to
A
be furnished by National Securities Depository Limited and Central Depository Services (India)
Limited, in respect of shares held in Dematerialized form;
ii. A
 s Members in the Register of Members of the Company after giving effect to valid share
transmission or transposition requests lodged with the Company as of close of business hours
on August 5, 2024, in respect of shares held in Physical form.
9. 
The Register of Members and share transfer books of the Company will remain closed from
August 6, 2024 to August 12, 2024 (both days inclusive) for the purpose of Annual General Meeting.
10. M
 embers whose names are recorded in the Register of Members or in the Register of Beneficial
Owners maintained by the Depositories as on the cut-off date i.e. August 5, 2024, shall be entitled
to avail the facility of remote e-voting, as well as e-voting system on the date of the AGM. Any
recipient of the Notice, who has no voting rights as on the cut-off date, shall treat this Notice as
intimation only.
11. A
 person who has acquired the shares and has become a member of the Company after the dispatch
of the Notice of the AGM and prior to the cut-off date i.e. August 5, 2024, shall be entitled to
exercise his/her vote electronically i.e. remote e-voting or e-voting system on the date of the AGM
by following the procedure mentioned in this Notice.
12. Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it
subsequently or cast the vote again.
13. T
 he voting rights of the members shall be in proportion to their share in the paid up equity share
capital of the Company as on the cut-off date i.e. August 5, 2024.
14. S hareholders seeking any information with regard to accounts are requested to write to the Company
at least 10 days before the meeting so as to enable the management to keep the information
ready.
15. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice.
16. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under
Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which the
Directors are interested under Section 189 of the Companies Act, 2013, and all other documents
referred to in the Notice and Explanatory Statement will be available for inspection in electronic
mode by writing to the Company at its email id: investor@rishiroop.com till the date of AGM.
17. S EBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and SEBI/
HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/
HO/ OIAE/OIAE_ IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has
established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising
in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to
resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the
investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login).

7
Rishiroop Limited 39th Annual Report 2023-2024

18. A
 s per Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
securities of listed companies can be transferred only in dematerialized form with effect from
April 1, 2019. In view of this, and to eliminate all risks associated with physical shares and for ease
of portfolio management, all shareholders are requested to demat their physical shares at the
earliest.
19. T
 o prevent fraudulent transactions, members are advised to exercise due diligence and notify the
Company of any change in address or demise of any member as soon as possible. Members are
also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings
should be obtained from the concerned Depository Participant and holdings should be verified.
20. S EBI has mandated the submission of Permanent Account Number (PAN) by every participant in
securities market. Members holding shares in electronic mode are, therefore, requested to submit
their PAN to their depository participants with whom they are maintaining their demat accounts.
21. C
 onsequent upon the introduction of Section 72 of the Companies Act, 2013 and Rule 19 of
the Companies (Share Capital and Debentures) Rules 2014, shareholders are entitled to make
nomination in respect of shares held by them in physical form. Shareholders desirous of making
nominations are requested to send their requests in Form SH-13 to the Registrar and Transfer
Agents, Link Intime India Private Ltd.
22. Updating Email address for receiving Notice/Document in electronic form: Shareholders who
have not registered their email addresses with the Company are requested to register their
email addresses with the Registrar and Transfer Agent to enable the Company to deliver notices /
documents through e-mode. Shareholders holding their shares in demat mode also have an option
to register their email addresses with their depository, through their depository participant.
23. In terms of Regulation 12 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
listed companies are required to make all payments to shareholders, including dividends, by
using any RBI approved electronic mode of payment viz. NECS, direct credit, RTGS/NEFT, etc.
Members are, therefore, requested to immediately update their bank details with their depository
participant in case of shares held in demat form, and in case of physical shareholding, to submit
bank details (in Form ISR-1).
24. Payment of dividend to shareholders holding shares in physical mode: Effective April 1, 2024,
SEBI has mandated that the shareholders, who hold shares in physical mode and whose folios are
not updated with any of the KYC details [viz., (i) PAN (ii) Choice of Nomination (iii) Contact Details
(iv) Mobile Number (v) Bank Account Details and (vi) Signature], shall be eligible to get dividend only in
electronic mode. Accordingly, payment of final dividend, subject to approval at the AGM, shall be paid
to physical holders only after the above details are updated in their folios. Shareholders are requested
to complete their KYC at the earliest by writing to the Company’s RTA, Link Intime India Private Limited,
at rnt.helpdesk@linkintime.co.in. The forms for updating the same are available on the website of
the RTA https://liiplweb.linkintime.co.in/client-downloads.html and also on the Company website –
www.rishiroop.in. In case of any query / assistance, shareholders are requested to contact our RTA
- Link Intime India Private Limited, C 101, 247 Park, L.B.S.Marg, Vikhroli(West), Mumbai - 400083,
(Phone :022–49186270; Email: rnt.helpdesk@linkintime.co.in).
25. Unclaimed dividend/shares transferred to IE&PF: During the year, equity dividend amount of
Rs. 254,393/- and OCPS dividend amount of Rs. 67,829/- both for the financial year 2015-16
has been deposited in the Investors Education and Protection Fund (IE&PF). The Company also
transmitted 6820 equity shares of the Company into the demat account of the IE&PF Authority
held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of Section 124(6) of
the Companies Act, 2013 and the IE&PF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended. These equity shares were the shares of such shareholders whose unclaimed

8
 dividend pertaining to financial year 2015-16 had been transferred into IEPF and who have not
encashed their dividends for 7 (seven) subsequent financial years. Concerned shareholders may
still claim the shares or apply for refund to the IE&PF Authority in eForm IEPF-5 available on www.
iepf.gov.in.
26. Notice for transfer of unclaimed dividend/redemption amount/shares to IE&PF: Pursuant to the
provisions of Sec 124 of the Companies Act, 2013, the unclaimed dividend for the financial year
2016-17 as well as unclaimed redemption amount of the Redeemable Preference Shares (RPS) issued
in 2017 will be transferred to the Investor Education & Protection Fund (IE&PF) Account. Further,
as per Sec 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’) all shares in respect
of which dividend has remained unclaimed for seven consecutive years or more are required to be
transferred to an IE&PF demat account.
The Company has sent notice to all the members whose dividends are lying unclaimed against their
name for seven consecutive years advising the concerned shareholders to claim the dividend on or
before June 5, 2024, and also published the Notice in the newspapers. The list of such members
has been uploaded on the website of the Company, and is available on the weblink - http://www.
rishiroop.in/investors/corporate-governance/corporate-disclosures/.
Following are the due dates for transfer of unclaimed divided & redemption amounts to IE&PF:
Unclaimed Dividend for Financial Year ended Due date for transfer
31.03.2017 30.10.2024
31.03.2018 15.10.2025
31.03.2019 23.08.2026
31.03.2020 (Interim) 29.03.2027
31.03.2021 (Interim & Final) 10.03.2028 & 08.10.2028
31.03.2022 29.07.2029
31.03.2023 13.10.2030
Unclaimed Redemption Amount on Redeemable Preference Shares 30.08.2024
(RPS)
Members are requested to claim the unclaimed dividend/redemption amount on RPS forthwith.
Members may please note that in compliance with the statutory requirements necessary steps
will be initiated by the Company to transfer to IE&PF the unclaimed amounts and also shares held
by the members following the procedure as prescribed under the IE&PF Rules without further
notice. Kindly note that no claim shall lie against the Company in respect of the amounts/shares
so transferred to IE&PF.
27. ‘SWAYAM’ is a secure, user-friendly web-based application, developed by Link Intime India Private
Limited, our Registrar and Share Transfer Agents, that empowers shareholders to effortlessly access
various services including - generating and tracking service requests, tracking corporate actions
such as dividend etc., accessing company-wise holdings and security valuations, raising requests
for unpaid amounts etc. Members are requested to get themselves registered on the portal to avail
these services. This application can be accessed at https://swayam.linkintime.co.in.
28. Corporate members are encouraged to attend the AGM through their Authorized Representatives.
They are requested to send by email, a certified copy of the Board Resolution/ Power of Attorney
authorizing their representatives to attend and vote on their behalf in the Meeting.
29. T
 he equity shares of the Company are listed on BSE Limited. The listing fee has been paid up to
date.

9
Rishiroop Limited 39th Annual Report 2023-2024

30. P
 ursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 on Corporate Governance, and Secretarial Standards -2 issued by the Institute of
Company Secretaries of India, the information about the Directors proposed to be re-appointed at
the Annual General Meeting is given in the Annexure to this Notice.
31. D
 etailed instructions for remote E-voting and E-voting during the 39th AGM, both forming part of
this Notice, are annexed.
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND
JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:
(i) Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies
Act, 2013, the Companies (Management and Administration) Rules, 2014, as amended and Regulation
44 of SEBI (Listing Obligation and Disclosure Requirements), 2015 the Company is pleased to provide
to its members facility to exercise their right to vote on resolutions proposed to be passed in the
Meeting by electronic means, and business of the meeting would be transacted through remote
e-voting, and also e-voting during the AGM.
(ii) The members who have cast their vote by remote e-voting may also attend the AGM, but shall not
be entitled to cast their vote again.
(iii) The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”)
as the authorised e-voting agency for facilitating voting through electronic means. The facility of
casting votes by a member using remote e-voting, as well as e-voting system on the date of the
AGM, will be provided by CDSL.
(iv) 
The Board of Directors of the Company has appointed CS Shreyans Jain, Practicing Company
Secretary (Membership no. : FCS- 8519; C.P. No. : 9801), as Scrutinizer to scrutinize the e-voting
process (both remote e-voting and during AGM) in a fair and transparent manner, and he has
communicated his willingness to be appointed and will be available for same purpose.
Details instructions for the remote e-voting process is given below –
(i) The voting period begins on Thursday, August 8, 2024 at 9.00 a.m. IST and ends on Sunday,
August 11, 2024 at 5.00 p.m. IST. During this period shareholders’ of the Company, holding shares
either in physical form or in dematerialized form, as on the cut-off date (record date) of August 5,
2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting
thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at
the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020,
under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility
to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that
the participation by the public non-institutional shareholders/retail shareholders is at a negligible
level.
 urrently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed
C
entities in India. This necessitates registration on various ESPs and maintenance of multiple user
IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it
has been decided to enable e-voting to all the demat account holders, by way of a single login
credential, through their demat accounts/ websites of Depositories/ Depository Participants.
Demat account holders would be able to cast their vote without having to register again with
the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and
convenience of participating in e-voting process.

10
 Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders
holding shares in demat mode.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on
e-Voting facility provided by listed companies, individual shareholders holding securities in demat
mode are allowed to vote through their demat account maintained with Depositories and Depository
Participants. Shareholders are advised to update their mobile number and email Id in their demat
accounts in order to access e-Voting facility.
 ursuant to above SEBI Circular, login method for e-Voting and joining virtual meetings for individual
P
shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in user id and password. Option will be made available to reach e-Voting page without
demat mode with any further authentication. The URL for users to login to Easi / Easiest are https://
CDSL Depository web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on
Login icon and select New System Myeasi.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to see
e-Voting page of the e-Voting service provider for casting your vote during the remote
e-Voting period. Additionally, there is also links provided to access the system of all
e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can
visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at https://
web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home
page. The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful authentication, user will
be able to see the e-Voting option where the evoting is in progress and also able to
directly access the system of all e-Voting Service Providers.
Individual Shareholders 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services
holding securities in website of NSDL. Open web browser by typing the following URL: https://eservices.
demat mode with nsdl.com either on a Personal Computer or on a mobile. Once the home page of
NSDL Depository e-Services is launched, click on the “Beneficial Owner” icon under “Login” which
is available under ‘IDeAS’ section. A new screen will open. You will have to enter
your User ID and Password. After successful authentication, you will be able to see
e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will
be able to see e-Voting page. Click on company name or e-Voting service provider
name and you will be re-directed to e-Voting service provider website for casting
your vote during the remote e-Voting period.
2. If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see
e-Voting page. Click on company name or e-Voting service provider name and you
will be redirected to e-Voting service provider website for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the meeting.

11
Rishiroop Limited 39th Annual Report 2023-2024

Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful
in demat mode) login, you will be able to see e-Voting option. Once you click on e-Voting option, you will
login through be redirected to NSDL/CDSL Depository site after successful authentication, wherein
their Depository you can see e-Voting feature. Click on company name or e-Voting service provider
Participants name and you will be redirected to e-Voting service provider’s website for casting your
vote during the remote e-Voting period or joining virtual meeting & voting during the
meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget
User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e. CDSL and NSDL -
Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact
securities in Demat mode with CDSL CDSL helpdesk by sending a request at helpdesk.evoting@
cdslindia.comor contact at toll free no. 1800 22 55 33.
Individual Shareholders holding Members facing any technical issue in login can contact
securities in Demat mode with NSDL NSDL helpdesk by sending a request at evoting@nsdl.co.in
or call at toll free no.: 022-4886 7000 and 022-2499 7000
Access through CDSL e-Voting system in case of shareholders holding shares in physical mode
and non-individual shareholders in demat mode.
(v) L
 ogin method for e-Voting and joining virtual meeting for Physical shareholders and shareholders
other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID:
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with
the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:
For Shareholders holding shares in Demat Form other than individual
and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as
physical shareholders)
Shareholders who have not updated their PAN with the Company/
Depository Participant are requested to use the sequence number sent
by Company/RTA or contact Company/RTA.

12
 Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
OR Date of Birth format) as recorded in your demat account or in the company records
(DOB) in order to login.
If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank details
field as mentioned in instruction (v).
(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen.
However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions
of any other company on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(viii)For shareholders holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(ix) Click on the EVSN for ‘RISHIROOP LIMITED’ on which you choose to vote.
(x) O
 n the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii)After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click
on “CANCEL” and accordingly modify your vote.
(xiii)Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv)You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting
page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi)Facility for Non – Individual Shareholders and Custodians –Remote Voting
l 
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are
required to log on to www.evotingindia.com and register themselves in the “Corporates”
module.

l A
 scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to helpdesk.evoting@cdslindia.com.
l  fter receiving the login details a Compliance User should be created using the admin login
A
and password. The Compliance User would be able to link the account(s) for which they wish
to vote on.

l T
he list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and
on approval of the accounts they would be able to cast their vote.

l A
 scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued
in favour of the Custodian, if any, should be uploaded in PDF format in the system for the
scrutinizer to verify the same.

13
Rishiroop Limited 39th Annual Report 2023-2024

l  lternatively Non Individual shareholders are required to send the relevant Board Resolution/
A
Authority letter etc. together with attested specimen signature of the duly authorized signatory
who are authorized to vote, to the Scrutinizer and to the Company at the email address viz:
investor@rishiroop.com, if they have voted from individual tab and not uploaded same in the
CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING
MEETING ARE AS UNDER:
1. The procedure for attending meeting and e-Voting on the day of the AGM is same as the instructions
mentioned above for Remote e-voting.
2. T
 he link for VC/OAVM to attend meeting will be available where the EVSN of Company will be
displayed after successful login as per the instructions mentioned above for Remote e-voting.
3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting.
However, they will not be eligible to vote at the AGM.
4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
5. F
 urther shareholders will be required to allow Camera and use Internet with a good speed to avoid
any disturbance during the meeting.
6. P
 lease note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate
any kind of aforesaid glitches.
7. S hareholders who would like to express their views/ask questions during the meeting may register
themselves as a speaker by sending their request in advance at least 10 days prior to meeting
mentioning their name, demat account number/folio number, email id, mobile number at investor@
rishiroop.com. The shareholders who do not wish to speak during the AGM but have queries may
send their queries in advance 10 days prior to meeting mentioning their name, demat account
number/folio number, email id, mobile number at investor@rishiroop.com. These queries will be
replied to by the company suitably by email.
8. T
 hose shareholders who have registered themselves as a speaker will only be allowed to express
their views/ask questions during the meeting.
9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not
casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from
doing so, shall be eligible to vote through e-Voting system available during the AGM.
10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the
same shareholders have not participated in the meeting through VC/OAVM facility, then the votes
cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting
is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH
THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS
PROPOSED IN THIS NOTICE:
1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN
card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
2. For Demat shareholders - Please update your email id and mobile no. with your respective Depository
Participant (DP)

14
3. F
 or Individual Demat shareholders – Please update your email id and mobile no. with your respective
Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through
Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting
System, you can write an email to helpdesk.evoting@cdslindia.com or contact at at toll free no.
1800 22 55 33.
All grievances connected with the facility for voting by electronic means may be addressed to
Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor,
Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013
or send an email to helpdesk.evoting@cdslindia.com or call on toll free no. 1800 22 55 33.

For and on behalf of the Board of Directors

Place: Mumbai Arvind Mahendra Kapoor

Date: 21.05.2024 Chairman
DIN: 00002704
Registered Office:
W-75(A) & W-76(A)
MIDC Industrial Area
Satpur, Nasik – 422007
CIN - L25200MH1984PLC034093

15
Rishiroop Limited 39th Annual Report 2023-2024

DETAILS OF DIRECTORS SEEKING REAPPOINTMENT PURSUANT TO REGULATION 36(3) OF SEBI

(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND SECRETARIAL
STANDARD-2 ON GENERAL MEETINGS
Name of Director Mr. Arvind M. Kapoor
DIN 00002704
Date of Birth 20-01-1954
Qualifications M.S. Polymer Engg. USA, and B.Tech (IIT – Mumbai)
Expertise in specific functional area Chemical Engineer with over 44 years of industrial
and managerial experience
Date of first appointment on the Board of the Company 24-09-1984
Terms & Conditions of Terms and Conditions of re-appointment are as per
re-appointment the Nomination and Remuneration Policy of the Com-
pany as displayed on the Company website i.e. www.
rishiroop.in
Remuneration last drawn Refer to report on Corporate Governance
Shareholding in the Company & Shareholding as a 250,000 shares
beneficial owner (on 31.03.2024) [Shares held as beneficial owner through Rishiroop
Holding Pvt. Ltd – 30,30,000 shares and through
Rishiroop Polymers Pvt. Ltd. – 28,37,000 shares]
Number of Board Meetings attended during FY 2023-24 3 out of 4
Names of other public limited companies in which Nil
directorships held /resigned in past three years
Membership/Chairmanship of Committees in other Nil
public limited companies in which he is director or in
which he resigned in past three years
Relationship with other Directors, and other Key Father of Mr. Aditya A. Kapoor, Managing Director
Managerial Personnel of the Company
For and on behalf of the Board of Directors

Place: Mumbai Arvind Mahendra Kapoor

Date: 21.05.2024 Chairman
DIN: 00002704
Registered Office:
W-75(A) & W-76(A)
MIDC Industrial Area
Satpur, Nasik – 422007
CIN - L25200MH1984PLC034093

16
 DIRECTORS’ REPORT
TO THE MEMBERS,
Your Directors have pleasure in presenting their Thirty-Ninth Annual Report, together with the Audited
Statement of Accounts for the financial year ended March 31, 2024.
FINANCIAL SUMMARY
The summarized financial results of the Company for the year ended March 31, 2024 are presented
below:
(Rs in Lacs)
Particulars 2023-2024 2022-2023
Revenue from Operations 7667.14 8870.48
Other Income 2172.58 143.98
Total Income 9839.72 9014.46
Profit / (Loss) before Depreciation, Finance Cost and Tax 2877.33 1184.16
Less: Depreciation 63.81 78.61
Finance Cost 15.69 17.82
Profit /(Loss) before Tax 2797.83 1087.73
Less: Provision for Tax (Including Income Tax, Prior period tax) 229.76 255.52
Less: Deferred Tax 152.19 22.13
Profit/(Loss) after Tax 2415.88 810.08
Add: Other Comprehensive Income (1.38) (14.76)
Total Comprehensive Income carried to Other Equity 2414.50 795.32
BUSINESS OVERVIEW AND STATE OF AFFAIRS
India stands at a pivotal point in its growth journey, poised to become a US$5 trillion economy within
the next few years. It is expected that the gross domestic product (GDP) will exceed 7.2% in 2023-24,
marking the third consecutive year of over 7% growth. This resilience is particularly compelling at a
time when global growth continues to face challenges.
From a Company perspective, during the year under review the fluctuations in prices of petroleum
products and the simmering geo political tensions due to wars in Ukraine and Middle East and supply
chain disruptions resulted in lower margins. The compression in demand in matured markets was offset
by positive growth in domestic volumes. In the long run, the rising demand in domestic markets will
ensure sustained revenue growth.
Your Company’s sales turnover during the year under review was Rs. 7667.14 lacs as compared to
Rs. 8870.48 lacs in the previous year. Other income in the year under review was Rs. 2172.58 lacs as
compared to Rs. 143.98 lacs in previous year, due to sharp increase in value of investment portfolio
on account of bullishness in the stock market. Hence, total of sales and other income increased to
Rs. 9839.72 lacs from Rs. 9014.46 lacs in previous year. The Profit Before Tax (PBT) for the period was
Rs. 2797.83 lacs as against profit of Rs. 1087.73 lacs in the previous year.
SHARE CAPITAL
The total issued and paid-up share capital of the Company as on March 31, 2024 is Rs. 9,16,36,030/-
divided into 91,63,603 equity shares of Rs.10/- each. There was no change in the share capital of the
Company during the year under review.
EVENTS OCCURING AFTER THE BALANCE SHEET DATE
No material changes and commitments which could affect the financial position of the Company have

17
Rishiroop Limited 39th Annual Report 2023-2024

occurred between the end of the financial year of the Company to which the financial statements
relate and the date of this Report.

DIVIDEND
The Board of Directors of the Company recommends for consideration of shareholders at the 39th Annual
General Meeting, the payment of final dividend @ 18 % (Re. 1.80 per share) (subject to tax deduction
at source) on the equity shares of face value of Rs. 10/- each for the year ended March 31, 2024.
The Board proposes to transfer an amount of Rs. 50.00 lacs to the General Reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with Section 124 and 125 of the Companies Act, 2013 and Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments
thereof, equity dividend amount of Rs. 254,393/- and OCPS dividend amount of Rs. 67,829/- both for
the financial year 2015-16 which remained unclaimed for a period of seven years was transferred to
the Investor Education and Protection Fund (IE&PF) during the year. Further, 6820 shares pertaining to
such unclaimed dividend for financial year 2015-16 was also transferred to the IE&PF Authority, as per
the statutory provisions. Dividend amount of Rs. 317,415 /- for the financial year 2022-23, in respect
of the shares held by the IE&PF Authority was also transferred to the designated IE&PF bank account
during the year.
Your Company has appointed the Company Secretary of the Company, Mr. Agnelo A. Fernandes, as
the Nodal Officer under the aforesaid IE&PF Rules. Further details pertaining to IE&PF transfer are
available on the IE&PF website: www.iepf.gov.in and on the Company website on the following weblink
- http://www.rishiroop.in/investors/corporate-governance/downloads/.
DIRECTORS
During the year under review, Mr. Dilipkumar P. Shah (DIN: 00005072), Independent Director, demitted
office on March 31, 2024 consequent to completion of his second and final term of five consecutive
years each, pursuant to Section 149 (11) of the Companies Act, 2013. The Board of Directors place on
record its appreciation for the assistance and guidance provided by Mr. Dilipkumar P. Shah during his
tenure as an Independent Director of the Company. Mr. Shah contributed immensely to the growth of
the Company by providing his valuable inputs and advice on various matters and specifically in the
realm of accountancy, taxation, regulatory compliance and risk management.
Further during the year under review, Mr. Sitendu Sharma (DIN: 01956423) was appointed
as an Additional Director (in the capacity of Independent Director) in the board meeting held on
February 12, 2024. Thereafter, by a special resolution passed by postal ballot on March 29, 2024,
Mr. Sitendu Sharma (DIN: 01956423) was appointed as an Independent Director for a term of five
consecutive years from February 12, 2024 to February 11, 2029.
In terms of the Articles of Association of the Company and the Companies Act, 2013, Mr. Arvind M.
Kapoor (DIN: 00002704), Director of the Company, is liable to retire by rotation at the ensuing Annual
General Meeting of the Company, and being eligible, offers himself for reappointment.
Mr. Kapoor is M.S. (Polymer Engg.) USA and B.Tech., IIT – Mumbai, and has over 44 years of valuable
industrial and managerial experience. He is a director on the board of five companies of the Rishiroop
Group. Other than this, he does not hold any directorships and membership of any Committees of the
Boards of Directors of any other companies, except Rishiroop Limited. He is holding 250,000 shares of
the Company as on March 31, 2024.
The Board considers that his continued association would be of immense benefit to the Company, and
it is desirable to continue to avail services of Mr. Kapoor as Non-Executive Director. Accordingly, the

18
Board of Directors recommends his reappointment as Director of the Company.
All the appointments of Directors of the Company are in compliance with the provisions of Section 164
of the Companies Act, 2013.
All Independent directors have given the declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013, and clause 16(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent
Directors possess the integrity, expertise and experience including the proficiency required to be
Independent Directors of the Corporation, that they fulfill the conditions of independence as specified
in the Act and SEBI (LODR) Regulations, 2015 and are independent of the management and have also
complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.
All Independent Directors of the Company have confirmed that they have already registered their
names with the data bank maintained by the Indian Institute of Corporate Affairs [“IICA”] as prescribed
by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online
proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if
applicable.
All Directors and senior management personnel have confirmed compliance with the Code of Conduct
for Directors and Senior Management personnel.
The relevant details of the Directors, and their attendance at Board and Committee meetings are given
in the Corporate Governance Report attached herewith.
KEY MANAGERIAL PERSONNEL (KMP)
Mr. Aditya A. Kapoor, Managing Director, Mr. Mittal N. Savla, Chief Finance Officer and Mr. Agnelo A.
Fernandes, Company Secretary are the KMP of your Company.
BOARD COMMITTEES
The Board has constituted various committees consisting of Executive and Non-Executive Directors of
the Company to ensure good corporate governance and in compliance with the requirements of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Currently, the Board has four committees, viz.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders’ Relationship Committee
4. Corporate Social Responsibility Committee
Details of all the Committees along with their composition, terms of reference and other details are
provided in the report on Corporate Governance.
NUMBER OF MEETINGS OF THE BOARD & COMMITTEES
The details of the number of meetings of the Board and Board Committees held during the financial
year 2023-24 forms part of the Corporate Governance Report.
ANNUAL EVALUATION OF THE BOARD
The Independent Directors, during their separate meeting held on February 12, 2024 and the Board in
its meeting also held on February 12, 2024, conducted a formal evaluation of the performance of the
Chairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole and
also that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the Companies
Act, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19
Rishiroop Limited 39th Annual Report 2023-2024

The manner in which formal annual evaluation of the performance of the Board, its Committees and
of individual directors has been made is summarized below:
1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman,
draft parameterized feedback forms for evaluation of the Board, Independent Directors, Managing
Director, Non-Executive Director and Chairman.
2. 
Independent Directors at a meeting without anyone from the non-independent directors and
management person present, considered/evaluated the Board’s performance, performance of the
Chairman and other non-independent Directors.
3. T
 he Board subsequently evaluated performance of the Board, the Committees and Independent
Directors (without participation of the concerned director). Board also evaluated the fulfillment
of independence criteria by the independent directors.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate
Governance Report with the Auditors’ Certificate thereon are attached hereto and forms part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis is attached hereto and forms part of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts that would impact the
going concern status of the company and its future operations.
DEPOSITS
During the year, your Company has not accepted deposits from the shareholders and others, and has
complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary, joint venture or associate companies. Therefore, Form
AOC-1 is not annexed to this Report.
DIRECTORS’ RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to the
Directors’ Responsibility Statement, it is hereby confirmed that:
1) In the preparation of the accounts for the financial year ended March 31, 2024, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures;
2) 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 at March 31, 2024, and of the profit and loss of the Company for
the year ended March 31, 2024;
3) T
 he Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

20
4) T
 he Directors have prepared the annual accounts for the financial year ended March 31, 2024 on a
going concern basis;
5) T
 he Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;
6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS
Jayesh Dadia & Associates LLP, Chartered Accountants (Registration No. 121142W/W100122), were
appointed as Statutory Auditors at the 37nd Annual General Meeting till the conclusion of 42nd Annual
General Meeting of the Company.
The observations of the Statutory Auditors on the annual financial statement for the year ended
March 31, 2024, including the relevant notes to the financial statement are self-explanatory, and
therefore, do not call for any further comments. The said Auditors’ Report which has been issued with
unmodified opinion does not contain any qualification, reservation or adverse remark.
REPORTING OF FRAUDS, IF ANY
Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, it is hereby confirmed that
during the financial year 2023-24, there have been no frauds reported by the auditors.
SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT
As per requirement of the Companies Act, 2013 and Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company had appointed DM & Associates Company Secretaries
LLP as the Secretarial Auditor for financial year 2023-24, whose Secretarial Audit Report in Form
MR-3 dated May 7, 2024 is attached separately to this Report. Further, pursuant to Regulation 24A of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance
Report dated May 7, 2024, in the prescribed format, is also attached to this Report. The aforesaid
Reports are self-explanatory, and do not call for any further explanation.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the
Companies Act, 2013. The details of the investments made by Company are given in the Notes to the
financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, your Company entered into related party transactions, including taking on
leave and license basis from Rishiroop Polymers Private Limited, a related party, the office premises
situated at 1005, The Summit Business Bay, Andheri-Kurla Road, Andheri East, Mumbai – 400 093
for locating the Corporate Office of the Company. Justification for the transaction: Most favorable
terms offered including competitive rental charges, no security deposit, no brokerage payment, fully
furnished office, synergy of operations with other group companies etc.
All the related party transactions were on arm’s length basis. There were no material transactions with
any related party as defined under Section 188 of the Act read with the Companies (Meeting of Board
and its Powers), Rules, 2014.
All related party transactions have been approved by the Audit Committee of your Company and by
the Board of Directors. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen and repetitive nature. A statement of all Related Party Transactions pursuant
to the omnibus approval so granted is placed before the Audit Committee and the Board of Directors

21
Rishiroop Limited 39th Annual Report 2023-2024

for their approval on a quarterly basis, specifying the nature, value of the transactions and other
prescribed details.
Details of the related party disclosures and transactions (including transactions of the Company with
any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding
in the Company), as applicable, are given in Note no. 31 to the financial statements. Since the related
party transactions are all on arm’s length, and there are no material contracts, arrangement or
transactions, and hence, Form AOC-2 is not annexed to this Report.
In compliance with the provisions of Regulation 34(3) read with Para A - Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 134(3)(h) of the Act,
since your Company has no holding, subsidiary or associate company, it is confirmed that no loans
or advances in the nature of loans have been received or paid to such companies, and that no loans
or advances in the nature of loans have been received or paid to any firms or companies in which a
director is interested and no investments have been made in the shares of holding companies or any
of its subsidiaries.
POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY
The revised policy on Related Party Transactions as reviewed and approved by the Board in the meeting
held on May 21, 2021 is accessible on the Company website viz. http://www.rishiroop.in/investors/
corporate-governance/policies/.
RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The
Company’s risk management processes focus on ensuring that these risks are identified on a timely basis
and addressed. The Company has a policy on Risk Management, which is accessible on the Company
website: http://www.rishiroop.in/investors/corporate-governance/policies/.
INSURANCE
Your Company has taken appropriate insurance for all assets against foreseeable perils.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has an adequate system of internal control commensurate with the size and the nature
of its business, which ensures that transactions are recorded, authorized and reported correctly apart
from safeguarding its assets against loss from wastage, unauthorized use, and removal.
The internal control system is supplemented by documented policies, guidelines, and procedures.
The Company’s internal auditors continuously monitors the effectiveness of the internal controls with
a view to provide to the Audit Committee and the Board of Directors an independent, objective and
reasonable assurance of the adequacy of the organization’s internal controls and risk management
procedures. The Internal Auditor submits detailed reports on quarterly basis to the Audit Committee
and management. The Audit Committee reviews these reports with the executive management with a
view to provide oversight of the internal control system.
Your Company is in compliance with the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the applicable Secretarial Standards approved by the Central
Government. Your Company has framed and put into effect, several policies on important matters such
as Nomination and Remuneration of directors and KMP, materiality of events/information, preservation
of documents/archival policy etc., which provide robust guidance to the management in dealing
with such matters to support internal control. Your Company reviews its policies, guidelines, and
procedures of internal control on an ongoing basis in view of the ever-changing business environment
and regulatory requirements.

22
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
The Board shall have minimum 3 (three) and maximum 15 (fifteen) directors, unless otherwise approved.
No person of age less than 21 years shall be appointed as a director on the Board. The Company shall
have such persons on the Board who complies with the requirements of the Companies Act, 2013,
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Memorandum
and Articles of Association of the Company and all other statutory provisions and guidelines as may be
applicable from time to time. Composition of the Board shall be in compliance with the requirements
of Companies Act/SEBI Regulations. Except for the Managing Director, no other directors are paid
remuneration, but are paid only sitting fees. The Managing Director is paid remuneration as approved
by the shareholders, but is not paid any sitting fees. Managing Director, Company Secretary and Chief
Financial Officer shall be the Key Managerial Personnel (KMP) of the Company. All persons who are
Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of
Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity
and honesty, apart from knowledge, experience, etc. in their respective fields.
Criteria for determining Independence of Director: A Director will be considered as an ‘Independent
Director’ if he/she meets with the criteria for ‘Independent Director’ as laid down in the Companies
Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.
Qualification: While recommending the appointment of a Director, the Nomination and Remuneration
Committee considers the manner in which the function and domain expertise of the individual will
contribute to the overall skill-domain mix of the Board. It is ensured that the Board has an appropriate
blend of functional and industry expertise.
Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of
the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal
and communication skills and soundness of judgment. Independent Directors are also expected to
abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Companies Act, 2013.
A copy of the policy for remuneration to non-executive and independent directors is available on the
website of the Company i.e www.rishiroop.in on the weblink :
http://www.rishiroop.in/investors/corporate-governance/policies/
PARTICULARS OF EMPLOYEES AND REMUNERATION
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment
and Remunerations of Managerial Personnel) Rules, 2014, the relevant details for financial year 2023-
24 are given below:
(i) T
 he percentage increase in remuneration of each Director, Chief Financial Officer, Company
Secretary, ratio of the remuneration of each Director to the median remuneration of the employees
of your Company for the financial year 2023-24 are as under:
Sr. Name of Director /KMP Remuneration % Increase/ Ratio of
No. & designation of Directors/ (Decrease) in Remuneration
KMP for Remuneration for of each Director
FY 2023-24 the FY 2023-24 to the median
(Rs. In lakhs) remuneration of
employee
1 Mr. Arvind M. Kapoor, 1.50 -23.08 0.36
Director

23
Rishiroop Limited 39th Annual Report 2023-2024

2 Mr. Aditya A. Kapoor, 112.49 9.00 26.85

Managing Director
3 Mr. Dilipkumar P. Shah, 1.75 0.00 0.42
Independent Director
4 Mr. Hemant D. Vakil, 1.85 2.78 0.44
Independent Director
5 Ms. Vijyatta Jaiswal, 1.85 0.00 0.44
Independent Director
6 Mr. Atul R. Shah, 1.30 44.44 0.31
Non-Executive Director
7 Mr. Sitendu Sharma 0.25 Not applicable 0.06
Independent Director (&)
8 Mr. Mittal Savla 27.21 22.29 Not applicable
Chief Financial Officer
9 Mr. Agnelo Fernandes, 25.54 6.33 Not applicable
Company Secretary
& - Remuneration for part of the year (i.e. w.e.f. 12.02.2024)
(ii) In the financial year, there was an increase of 23.24% in the median remuneration of the employees.
(iii) There were 32 permanent employees on the rolls of your Company as on March 31, 2024.
(iv) Average percentage increase in the salaries of employees other than the managerial personnel in
the last financial year i.e. 2023-24 was 12.07 %, whereas, increase in the managerial remuneration
for the same financial year was 12.54 %. Managerial remuneration paid during the financial year
2023-24 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your
Company.
(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of your Company.
Further, as per Sec 197(12) of Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the
aforesaid Rules, the Statement containing names and details of the top ten employees in terms of
remuneration drawn during the financial year 2023-24 forms part of this report. This Report is sent
to the members excluding the aforesaid Statement. This Statement is open for inspection at the
Registered Office of the Company during working hours, and any member interested in obtaining
such particulars may write to the Company Secretary at the Registered Office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and
foreign exchange earnings and outgo are given in Annexure ‘A’ to this Report.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in
force. The policy was approved on February 13, 2015. This Policy inter alia provides a direct access
to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID: auditcommittee@
rishiroop.in. The Whistle Blower Policy covering all employees and directors is hosted on the Company’s
website at URL - http://www.rishiroop.in/investors/corporate-governance/policies/

24
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Sexual Harassment Prevention Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. The Committee was reconstituted during the year.
All employees are covered under the said Policy. Following is a summary of sexual harassment complaints
received and disposed off during the year:
• No. of complaints received: Nil
• No. of complaints disposed: Nil
• No. of complaints pending: Nil
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of the familiarization program for Independent Directors is accessible on the Company website
at http://www.rishiroop.in/investors/corporate-governance/policies/
CORPORATE SOCIAL RESONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Board constituted the
CSR Committee under the Chairmanship of Mr. Arvind M. Kapoor. The other members of the Committee
are Mr. Aditya Kapoor, Mr. Hemant Vakil and Mr. Atul Shah. A detailed CSR policy has also been framed
which is placed on the company’s website: http://www.rishiroop.in/investors/corporate-governance/
policies/. The report on CSR as required under Section 135 of the Companies Act, 2013 is given in
Annexure ‘B’ to this Report.
ANNUAL RETURN
As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual
Return of the Company for the Financial Year ended March 31, 2024 will be uploaded on the website of
the Company on weblink http://www.rishiroop.in/investors/corporate-governance/downloads/ after
the said Return is filed with the Registrar of Companies, Mumbai within the statutory timelines.
SECRETARIAL STANDARDS
The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors’ and ‘General Meetings’, respectively, which have been approved by the
Central Government have been duly followed by your Company.
MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government under Section 148(1) of the
Companies Act, 2013, is required, and accordingly, such accounts and records are made and maintained
by the Company.
OTHER STATUTORY DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions during the year under review:
• There has been no change in the nature of business of the Company
• Issue of equity shares with differential rights as to dividend, voting or otherwise
• Issue of employee stock options or sweat equity shares

25
Rishiroop Limited 39th Annual Report 2023-2024

• There is no application made or proceeding pending under the Insolvency and Bankruptcy Code,
2016
• There was no instance of onetime settlement with any Bank or Financial Institution
•  our Company is not identified as a ‘Large Corporate’ as per the framework provided in SEBI
Y
Circular No. SEBI/HO/DDRS/CIR/P/2018/144 dated 26 November 2018, and your Company has not
raised any funds by issuance of debt securities.
POLICIES
The updated policies as per the statutory requirements are uploaded on website of the Company at:
https://www.rishiroop.in/investors/corporate-governance/policies/.
TDS ON DIVIDEND
Pursuant to Finance Act 2020, dividend income is taxable in the hands of shareholders with effect from
April 1, 2020, and the Company is required to deduct tax at source from dividend paid to shareholders
at the prescribed rates. For the prescribed rates for various categories, please refer to the Finance
Act, 2020 and the amendments thereof. The shareholders are requested to update their PAN with the
Depository Participant (if shares held in electronic form) and Company / Registrars – Link Intime India
Private Limited (if shares held in physical form).
A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly
declaration in Form No. 15G / 15H, to avail the benefit of non-deduction of tax at source by e-mail to
investor@rishiroop.com. Shareholders are requested to note that in case their PAN is not registered,
the tax will be deducted at a higher rate of 20%.
Non-resident shareholders [including Foreign Institutional Investors (FIIs) / Foreign Portfolio
Investors(FPIs)] can avail beneficial rates under tax treaty between India and their country of tax
residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial
Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required
to avail the tax treaty benefits. For this purpose, the shareholder may submit the above documents
(PDF / JPG Format) by e-mail to investor@rishiroop.com.
ACKNOWLEDGEMENTS
The Board of Directors express their appreciation for the sincere co-operation and assistance of
Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by
all the employees of the Company. The Board of Directors expresses their gratitude to all our valued
shareholders for their confidence and continued support to the Company.

For and on behalf of the Board of Directors

Place: Mumbai Arvind Mahendra Kapoor

Date: 21.05.2024 Chairman
DIN: 00002704

Registered Office:
W-75(A) & W-76(A), MIDC Industrial Area,
Satpur, Nasik – 422007
CIN - L25200MH1984PLC034093

26
 ANNEXURE ‘A’
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO AS PER SECTION 134(3)(m) OF COMPANIES ACT, 2013 READ WITH
COMPANIES (ACCOUNTS) RULES, 2014.
A. CONSERVATION OF ENERGY
(i) Steps taken or impact on conservation of energy
The use of energy is being optimized through improved operational methods. Continuous efforts are
being made to optimize and conserve energy by improvement in production process.
(ii) The steps taken by the company for utilizing alternate sources of energy –
 Your Company installed and commissioned 80 KW rooftop solar panels on September 21, 2021 at Nashik
(Satpur) Plant. Solar photovoltaic system is installed in the available shadow-free area on the terraces
of the plant building to generate grid-synchronized electricity that is connected to the electrical
distribution grid of three phase AC. Following are the relevant details:
Electricity Produced KWH 82,619
Units Consumed KWH 81,373
Saving Rs. 10,07,233
(iii)The capital investment on energy conservation investments - Nil
B.TECHNOLOGY ABSORPTION
(i) The Company has developed in house technologies for the manufacture of various grades of polymer
blends for different applications.
(ii) The benefits derived like product improvement, cost reduction, product development or import
substitution
The Company has improved the quality of final product on par with the international standards.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year)
(a) Details of technology imported
(b) The year of import
(c) Whether the technology been fully absorbed
(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof
There was no import of technology during the year.
(iv) The expenditure incurred on R & D
No system of separate maintenance of accounts has been developed yet. The expenditure is merged
with various other heads of expenses.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of foreign exchange earnings and outgo during the year under review has been summarized
below:
(Rs. In Lacs)
2023-2024 2022-2023
1. FOREIGN EXCHANGE EARNINGS
Foreign Exchange Earnings during the year 747.67 815.10
2. FOREIGN EXCHANGE OUTGO
Value of Imports calculated on CIF basis:
Imported Material 5278.18 5803.22
Repair and Maintenance – Machinery 1.77 0.34
For and on behalf of the Board of Directors

Place: Mumbai Arvind Mahendra Kapoor

Date: 21.05.2024 Chairman
DIN: 00002704
Registered Office:
W-75(A) & W-76(A)
MIDC Industrial Area
Satpur, Nasik – 422007
CIN - L25200MH1984PLC034093

27
Rishiroop Limited 39th Annual Report 2023-2024

ANNEXURE ‘B’
ANNUAL REPORT ON CSR ACTIVITIES
1. Brief outline of the Company’s CSR policy: The objective of undertaking Corporate Social
Responsibility (CSR) is to assist that the weaker sections of society. Promoting education and health
care are the priority areas identified by your Company for its CSR activities.
2. Composition of the CSR Committee:
Sr. Name of Director Designation/Nature of Number of Number of meetings
No. Directorship meetings of CSR of CSR Committee
Committee held attended during the
during the year year
1 Mr. Arvind M. Kapoor Non-Executive Director, Chairman 2 1
2 Mr. Aditya A. Kapoor Managing Director 2 2
3 Mr. Hemant D. Vakil Independent Director 2 2
4 Mr. Atul R. Shah Non-Executive Director 2 2
3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR projects
approved by the board are disclosed on the website of the company:
Composition/Projects - https://www.rishiroop.in/investors/corporate-governance/corporate-
disclosures/
Policy - https://www.rishiroop.in/investors/corporate-governance/policies/
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects
carried out in pursuance of sub-rule (3) of rule 8, if applicable: Impact assessment is not
applicable to the Company.
5. (a) Average net profit of the company as per Sub-Section (5) of Section 135: Rs.6,79,49,490/-
(b) Two percent of average net profit of the company as per Sub-Section (5) of Section 135:
Rs. 13,58,990/-
(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial
years: Nil
(d) Amount required to be set-off for the financial year, if any: Nil
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 19,67,239/-
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):
Rs. 35,00,000/-
(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: Nil
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 35,00,000/-
(e) CSR amount spent or unspent for the Financial Year: Rs. 35,00,000/- (Unspent – Nil)
Total Amount Amount Unspent (Rs.)
spent for the Total Amount transferred to Total Amount transferred to any fund specified under
Financial Year Unspent CSR Account as per Schedule VII as per second proviso to Section 135(5)
(in Rs.) Section 135(6).
Amount Date of Transfer Name of the Amount Date of Transfer
fund
35,00,000/- Not applicable Not applicable Not applicable Not applicable Not applicable

28
 (f) Excess amount for set-off, if any:
Sr. No. Particular Amount (in Rs.)
(i) Two percent of average net profit of the company as per Sub-Section (5) of Section 13 Rs. 19,67,239/-
(ii) Total amount spent for the Financial Year Rs. 35,00,000/-
(iii) Excess amount spent for the Financial Year [(ii)-(i)] Rs. 15,32,761/-
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous FY, -
if any
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)] Rs. 15,32,761/-
7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial
Years: No Unspent CSR amount.
Sr.No. Preceeding FY Amount Amount Amount Amount transferred Amount Deficiency,
transferred to transferred to Spent in the to a Fund as remaining to if any
Unspent CSR Unspent CSR Financial Year specified under be spent in
Account under Account under (in Rs) Schedule VII as per succeeding
Sub-Section (6) Sub-Section (6) second proviso to Financial Years
of Section 135 of Section 135 Sub-Section (5) of (in Rs)
(in Rs.) (in Rs.) Section 135, if any
1 FY-1 - - - - - -
2 FY-2 - - - - - -
3 FY-3 - - - - - -
8. Whether any capital assets have been created or acquired through Corporate Social
Responsibility amount spent in the Financial Year: No
If Yes, enter the number of Capital assets created/ acquired: Not Applicable
Furnish the details relating to such asset(s) so created or acquired through Corporate Social
Responsibility amount spent in the Financial Year: Not Applicable
Sr. Short particulars of the Pincode of the Date of creation Amount of CSR Details of entity/
No. property or asset(s) [including property or asset(s) amount spent Authority/
complete address and location beneficiary of the
of the property] registered owner
- - - - - -
- - - - - -
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit
as per Section 135(5): Not applicable, as Company has fulfilled entire CSR obligation

Date: 21.05.2024 Aditya A. Kapoor Arvind M. Kapoor

Place: Mumbai Managing Director Chairman-CSR Committee
DIN: 00003019 DIN: 00002704

Registered Office:
W-75(A) & W-76(A), MIDC Industrial Area
Satpur, Nasik – 422007
CIN - L25200MH1984PLC034093

29
Rishiroop Limited 39th Annual Report 2023-2024

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE
The rubber industry is one of the key sectors of the Indian economy. India is the fourth largest producer
of natural rubber and the third largest consumer of the polymer. As far as consumption of natural and
synthetic rubber together is concerned, the country occupies the fourth position. Growth in natural
rubber consumption is at 3-4 % year over year and that for synthetic rubber at 15-20% since the past
five years. This reflects the potential that exists for the growth of the industry in India which could be
met by imports coupled with local manufacturing.
Your company is in the business of manufacturing of polymer blends consumed mainly by the medium
and small scale sector which accounts for over 50% of production of rubber goods in non-tyre industrial
products. The polymer blends are used in the manufacture of petrol hoses, LPG tubing, O-rings, seals &
gaskets, printing & textile rollers, cable sheathing, automotive components, etc. Polymer compounding
is the science of developing rubber mixtures with suitable raw materials and their doses to achieve
optimal processing and performance in the end rubber product. It is a critical intermediate product for
the medium and small unit making various rubber products.
Besides Polymer blends, the Company also sells other complimentary products sourced from abroad.
Due to fragmented structure of the user industry, the market is highly price competitive.
ECONOMY AND MARKETS
India Economy Trends:
Indian economy estimated to grow at over 7.2 % in 2023-2024.
During the year under review, there was good demand for the Company products from domestic
industrial segments using rubber, however, due to falling prices the margins were under pressure.
FINANCE AND ACCOUNTS
The following financial review is intended to convey the management’s perspective on the financial
performance of the company at the end of the financial year 2023-24.
The financial statements have been prepared in compliance with the requirements of the Companies
Act, 2013 and generally accepted Accounting Principles in India.
FINANCIAL PERFORMANCE
Profit/(Loss) before taxation (PBT) for the current financial year 2023-24 is Rs. 2797.83 lacs as compared
to Rs. 1087.73 lacs for the previous year. During the year, other income in the year under review was
Rs. 2172.58 lacs as compared to Rs. 143.98 lacs in previous year, primarily sharp increase in value of
the investment portfolio owing to bullishness in the equity market. Company Fixed Assets viz. Property,
Plant and Equipment were valued at Rs. 223.96 lacs at the end of the financial year. Total inventories
was Rs. 917.43 lacs as compared to Rs. 1041.45 lacs in previous year.
OPPORTUNITIES AND THREATS
The Company continues to customize and promote its new grades of polymer blends to meet the
requirements of domestic and international markets.
Due to stability in supply, there was fall in prices which has put the margins under pressure.
OUTLOOK
Going forward the situation is expected to remain stable and the Company is optimistic of growing the
domestic business in the coming year.

30
RISKS AND CONCERNS
Weakening global economic conditions and persistent inflation remain a potential area of concern.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an adequate system of internal control commensurate with the size and the nature
of its business, which ensures that transactions are recorded, authorized and reported correctly apart
from safeguarding its assets against loss from wastage, unauthorized use, and removal.
The internal control system is supplemented by documented policies, guidelines, and procedures.
The Company’s internal auditors continuously monitors the effectiveness of the internal controls with
a view to provide to the Audit Committee and the Board of Directors an independent, objective and
reasonable assurance of the adequacy of the organization’s internal controls and risk management
procedures. The Internal Auditor submits detailed reports on quarterly basis to the Audit Committee
and management. The Audit Committee reviews these reports with the executive management with a
view to provide oversight of the internal control system.
The Company reviews its policies, guidelines, and procedures of internal control on an ongoing basis in
view of the ever changing business environment.
SEGMENT
The primary segment that your Company operates in is Polymers and Polymer Compounds, and their
related products.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES AND INDUSTRIAL RELATION FRONT
The Company is maintaining good relations with its employees and currently employs about 32
employees in all categories. The Company values and understands the need for continuous growth and
development of its people in order to have greater productivity and provide job satisfaction and also
equip them to meet growing organizational challenges. Your Company has genuine concern and top
priority for safety and welfare of its employees.
INFORMATION TECHNOLOGY
Information Technology has become inevitable and integral to strategic planning and efficient
management of operations. Your Company continues to strategically invest in Information Technology
looking at it as vital to business growth.
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
Sr. 2023- 2022-
Key Financial Ratios Variance Variance % Detailed Comments
No. 2024 2023
The Increase in ratio is due to
higher reduction in Average
i Debtors Turnover 6.55 6.33 0.22 3.50
Trade Receivables as compared
to sales
The Increase in ratio is due to
faster movement in Inventory
during the current year resulting
ii Inventory Turnover 6.74 6.11 0.63 10.33
in reduction in Inventory on
hand thereby improving the
inventory turnover ratio
iii Interest Coverage Ratio - - - - -
The Decrease in ratio is due to
iv Current Ratio 4.29 4.75 (0.46) (9.69)
Decrease in Current Investments
v Debt Equity Ratio - - - - -

31
Rishiroop Limited 39th Annual Report 2023-2024

The Decrease in ratio is mainly

Operating Profit Margin
vi 8.15 10.64 (2.49) (23.40) due to increase in material
(%)
costs during the year
The Increase in ratio is mainly
due to capital gain income and
vii Net Profit Margin (%) 9.56 8.46 1.10 12.96
decrease in expenses during the
year
The Increase in ratio is mainly
viii Return on Networth (%) 19.62 7.93 11.69 147.41 due to substantial gain on fair
valuation of investments
CORPORATE GOVERNANCE
Your Company is in compliance with the governance requirements provided under the Companies Act,
2013, the aforesaid Companies (Amendment) Act, SEBI (Listing Agreement and Disclosure Requirement)
Regulation, 2015, the applicable Secretarial Standards issued by the Institute of Company Secretaries
of India and approved by the Central Government.
The Company has in place all the statutory committees as required by the law. Details of Committees
are given in the Corporate Governance Report.
The policies framed and adopted by the Company in compliance with statutory requirements are
available on the website of the Company http://www.rishiroop.in/investors/corporate-governance/
policies/
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also provided for
formulating the Code of Conduct for members of the Board and Senior Management, Codes of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct to
regulate, monitor and report trading by its employees and other connected persons. Your Company has
formulated the above codes and abided with the regulations.
STATUTORY COMPLIANCE
A declaration is made at the Board Meetings regarding Compliance with provisions of various statutes
after obtaining confirmation from all the units of the Company. The Company Secretary ensures
compliance with the SEBI regulations and provisions of the Listing Agreement.

For and on behalf of the Board of Directors

Place: Mumbai Arvind Mahendra Kapoor

Date: 21.05.2024 Chairman
DIN: 00002704
Registered Office:
W-75(A) & W-76(A)
MIDC Industrial Area
Satpur, Nasik – 422007
CIN - L25200MH1984PLC034093

32
 CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate
Governance is given below:
1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
Your Company is committed to good Corporate Governance. The Company fully realizes the rights
of its shareholders to information on the performance of the Company and considers itself a trustee
of its shareholders. The basic philosophy of Corporate Governance is the creation and enhancing of
long-term sustainable values for the stakeholders through ethically driven business process.
Your Company has a strong history of operating with integrity and transparency in all dealings.
Effective control and management of organization and investor friendly attitude towards
shareholders has been the basic objective of the corporate governance of the Company.
2. BOARD OF DIRECTORS
The Board of Directors (‘the Board’) of your Company comprises of the optimum combination of
Executive and Non – Executive Directors to maintain the independence of the Board and separate
its functions of governance and management. The Board is at the core of your Company’s corporate
governance practice and oversees how the Management serves and protects the long-term interests
of all stakeholders.
Composition: The Board, as on March 31, 2024, consists of 7 directors, comprising of 6 Non-Executive
Directors, and 1 Executive Director. The composition of the Board of Directors is given below:
Name of Director Category of Director No. of other Committee Relationship
Directorships Membership / with other
held@ Chairmanship Director
of Board
Committees
in other
companies@@
Mr. Arvind M. Kapoor Non- Executive, Nil Nil Father of
Promoter Director Mr.Aditya Kapoor
Mr. Dilipkumar P. Shah* Non-Executive, Nil Nil N.A
Independent Director
Mrs. Vijyatta Jaiswal Non-Executive, Nil Nil N.A
Independent Director
Mr. Aditya A. Kapoor Executive, Promoter Nil Nil Son of Mr. Arvind
Director Kapoor
Mr. Hemant D. Vakil Non-Executive, Nil Nil N.A
Independent Director
Mr. Atul R. Shah Non- Executive, Nil Nil N.A
Director
Mr. Sitendu Sharma** Non-Executive, Nil Nil N.A
Independent Director
Notes: @Directorship held by directors as mentioned above, excludes directorship in Rishiroop
Limited and also excludes directorships in Private limited Companies, Foreign Companies and
Companies under Section 8 of the Companies Act, 2013.
@@ Committees considered are Audit Committee and Stakeholders Relationship Committee, and
excludes committees of Rishiroop Limited.

33
Rishiroop Limited 39th Annual Report 2023-2024

* Demitted office on March 31, 2024 upon completion of second term of five years.
** Appointed in the Board Meeting held on February 12, 2024 for a term of five years.
None of the Directors of Rishiroop Limited is a member in more than 10 committees or Chairman
of more than 5 committees across all companies in which he is a director. Further, none of the
Directors of Rishiroop Limited are directors in any listed entities, and therefore, details pertaining
to such directorship are not disclosed.
Board Meetings and Attendance: Four Board Meetings were held during the period from April 1,
2023 to March 31, 2024 on the following dates: May 11, 2023, August 10, 2023, November 08, 2023
and February 12, 2024. The Director’s attendance at the Board Meetings during the period and at
the last Annual General Meeting is given below:
Name of Director No. of Board Meetings Attended Attendance at last AGM
Mr. Arvind M. Kapoor 3 Yes
Mr. Dilipkumar P. Shah 4 Yes
Mr. Aditya A. Kapoor 4 Yes
Mr. Hemant D. Vakil 4 Yes
Mrs. Vijyatta Jaiswal 4 Yes
Mr. Atul R. Shah 4 Yes
Mr. Sitendu Sharma 1 Not applicable
The web link disclosing details of familiarization program imparted to independent directors is
www.rishiroop.in/investors/corporate-governance/policies/.
3. AUDIT COMMITTEE
The Audit Committee was originally constituted by the Board of Directors at its Meeting held
on June 22, 2001 and last reconstituted by the Board of Directors at its meeting held on
May 21, 2024. The members of the Committee are Mr. Hemant D. Vakil (Chairman), Mr. Arvind M. Kapoor,
Mrs. Vijyatta Jaiswal and Mr. Sitendu Sharma (appointed on February 12, 2024). Mr. Dilipkumar
P. Shah ceased to be member of the Committee upon his demitting office as Director on
March 31, 2024. Mr. Agnelo Fernandes, Company Secretary, is the Secretary to the Committee.
The Committee held four meetings during the period from April 1, 2023 to March 31, 2024. The
Audit Committee Meetings were held on the following dates: May 11, 2023, August 10, 2023,
November 08, 2023 and February 12, 2024. The Managing Director, Statutory Auditors, Internal
Auditors, Chief Financial Officer (C.F.O.) and Company Secretary also attended the meetings of the
Audit Committee. The attendance of members was as under:
Members Meetings held Meetings Attended
Mr. Dilipkumar P. Shah 4 4
Mr. Arvind M. Kapoor 4 3
Mr. Hemant D. Vakil 4 4
Mrs. Vijyatta Jaiswal 4 4
The primary objective of the Committee is to monitor and provide an effective supervision of the
Management’s financial reporting process, to ensure accurate and timely disclosures, with the
highest levels of transparency, integrity and quality of financial reporting.
 he Committee oversees Company’s financial process, internal control system and review of
T
quarterly, half-yearly and yearly statements. The Committee has powers to investigate any activity
within its terms of reference, seek information, obtain outside legal or professional advice and
secure attendance of outsiders with relevant expertise. The Committee is further authorized to

34
 select and recommend accounting policies, review reports of the Statutory and Internal Auditors
and discuss their observations, suggestions and other related matters.
The terms of reference of the Audit Committee are in accordance with the Companies Act, 2013 (as
amended by Companies (Amendment) Act, 2017) and the items as specified in Part C of Schedule
II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015, which inter-alia, include the following:
Audit and Financial Reporting:
• To recommend appointment, remuneration and the terms of appointment of Auditors of the
Company;
• To review and monitor auditor’s independence, performance and effectiveness of audit process;
• Oversight of the company’s financial reporting process and the disclosure of its financial
information;
• Examination of the financial statement (including quarterly financial statements) and auditor’s
report thereon to ensure that the financial statement is correct, sufficient and credible;
• Reviewing with the management, and Key Managerial Personnel, the annual financial statements
and Auditor’s report thereon before submission to the Board for approval, with reference to :
• matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s report in terms of clause (c) of Sub-Section 3 of Section 134 of the Companies Act,
2013;
• changes, if any, in accounting policies and practices and reasons for the same;
• major accounting entries involving estimates based on the exercise of judgment by Management;
• significant adjustments made in the financial statements arising out of audit findings;
• compliance with listing and other legal requirements relating to financial statements;
• disclosure of any related party transactions;
• modified opinion(s) in the draft audit report;
•  eviewing, with the management, the quarterly financial statements before submission to the
R
board for approval;
• Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;
• Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
Internal Controls:
•  o evaluate internal financial controls in consultation with the Statutory Auditors and the
T
Internal Auditors;
•  o review with the management, performance of Statutory and Internal auditors, adequacy of
T
internal control systems;
• Discussion with internal auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board.

35
Rishiroop Limited 39th Annual Report 2023-2024

Review/Approval of Transactions:
• To scrutinize inter-corporate loans and investments;
• To approve the Related Party Transactions (RPT) including omnibus approval for related party
transactions proposed to be entered into by the Company subject to such conditions as may be
prescribed;
• To approve any subsequent modifications of transactions of the Company with related parties;
•  o make recommendations to the Board as regards financial transactions in accordance with
T
the provisions of Companies Act, 2013 (as amended).
Review of Other Information:
• Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Management Discussion and Analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the Audit Committee),
submitted by management;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the Audit Committee.
• Statement of deviations, if any:
a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange in terms of Regulation 32(1) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
b. A
 nnual statement of funds utilized for purpose other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of aforesaid Regulations.
Whistle Blower and Vigil Mechanism:
• The committee shall establish and review the functioning of the whistle blower and vigil
mechanism to provide adequate safeguards against victimization of employees and directors
and also provide for direct access to the Chairperson of the Audit Committee.
Other terms:
• To consider, whenever necessary valuation of assets or undertaking of the Company;
• To look into the reasons for substantial defaults, if any, in the payments to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• Evaluation of the risk management system prevailing in the company;
•  o approve appointment of the CFO after assessing the qualifications, experience and
T
background of the Candidate;
•  o carry out such other function as may be assigned by the Board of Directors from time to
T
time.

36
4. NOMINATION AND REMUNERATION COMMITTEE

The Committee was last reconstituted by the Board of Directors at its meeting held on
May 21, 2024. Members of the Committee are Mr. Hemant D. Vakil (Chairman), Mr. Arvind M. Kapoor
and Mrs. Vijyatta Jaiswal (appointed on February 12, 2024). Mr. Dilipkumar P. Shah ceased to be
member upon his demitting office as Director on March 31, 2024. Mr. Agnelo Fernandes, Company
Secretary, is the Secretary to the Committee. The Committee held two meetings during the year
2023-2024 on May 11, 2023 and February 12, 2024. The attendance of members was as under:
Members Meetings held Meetings Attended
Mr. Hemant D. Vakil 2 2
Mr. Dilipkumar P. Shah 2 2
Mr. Arvind M. Kapoor 2 2
The terms of reference of the Nomination and Remuneration Committee are in accordance with
the Companies Act, 2013 (as amended by Companies (Amendment) Act, 2017) and the items as
specified in Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015 (as amended by SEBI (LODR) (Amendment) Regulations,
2018), which inter-alia, include the following:
•  ormulation of the criteria for determining qualifications, positive attributes and independence
F
of a director and recommend to the Board of Directors a policy, relating to the remuneration
for the directors, key managerial personnel and other employees;
• To identify persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, recommended to the Board their
appointment and removal if necessary, and shall specify the manner for effective evaluation of
performance of Board, its committees and individual directors to be carried out either by the
Board, by the Nomination and Remuneration Committee or by an independent external agency
and review its implementation and compliance;
• Formulation of criteria for evaluation of performance of independent directors and the board
of directors;
• Devising a policy on diversity of Board of Directors;
• Recommend to the board, all remuneration, in whatever form, payable to senior management.
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10)
and Regulation 19 read with Part D of Schedule II to the SEBI (LODR) Regulations 2015, the Board
carried out an evaluation of the Directors as well as the evaluation of the Board and its Committees.
The process was carried out by circulating evaluation forms at the Committee/Board meeting held
on February 12, 2024.
5. REMUNERATION POLICY
The remuneration policy of the Company is performance driven and is designed to motivate
employees, recognize their achievements and promote excellence in performance.
a) For Executive Director
Payment of remuneration to the Executive Director is governed by the terms of appointment
approved by the Board of Directors and the Members in terms of Sec 197, 198 and Schedule
V to the Companies Act, 2013. His remuneration structure comprises of salary, perquisites,
allowances and contribution to provident fund, and commission, if any. No stock options have
been issued by the Company. Notice period as per the terms and conditions of appointment is
three months or gross salary in lieu thereof.

37
Rishiroop Limited 39th Annual Report 2023-2024

Remuneration paid to Executive Director during 2023-2024:

The remuneration paid to Mr. Aditya A. Kapoor, Managing Director of the Company during the
year ended March 31, 2024 is as under:
Name Salary (Rs.) Perquisites Commission Total (Rs.)
and allowances (Rs.)
(Rs.)
Mr. Aditya A. Kapoor 60,00,000/- 52,48,934/- - 1,12,48,934/-*
* includes company contribution to PF.
b) For Non-Executive Directors
Non-Executive Directors are paid sitting fees for each meeting attended by them and
commission, if any payable. Sitting fees paid to Non- Executive Directors for the year ended
March 31, 2024 is as under:
Director’s name Sitting fees paid to Directors of Rishiroop Limited (Rs.)
Board Meetings Committee Meetings Total
Mr. Arvind M. Kapoor 75,000 75,000 150,000
Mr. Dilipkumar P. Shah 1,00,000 75,000 175,000
Mr. Hemant D. Vakil 1,00,000 85,000 185,000
Mrs. Vijyatta Jaiswal 1,00,000 85,000 185,000
Mr. Atul R. Shah 1,00,000 30,000 130,000
Mr. Sitendu Sharma 25,000 - 25,000
No commission has been paid during the financial year ended March 31, 2024.
As on March 31, 2024, the Non-Executive Directors held equity shares of the Company as
follows:
Name of Directors Number of Equity shares held
Mr. Arvind M. Kapoor 2,50,000
Mr. Dilipkumar P. Shah Nil
Mrs. Vijyatta Jaiswal Nil
Mr. Hemant D. Vakil 60
Mr. Atul R. Shah 100
Mr. Sitendu Sharma Nil
As on March 31, 2024, the Executive Director held equity shares of the Company as follows:
Mr. Aditya A. Kapoor 1,91,000
6. STAKEHOLDERS’ RELATIONSHIP COMMITTEE
The Committee was last reconstituted by the Board of Directors at its meeting held on February 12,
2024 and members of the Committee are Mr. Arvind M. Kapoor (Chairman), Mr. Aditya A. Kapoor,
Mr. Atul R. Shah, and Mr. Sitendu Sharma (appointed on February 12, 2024). Mrs. Vijyatta Jaiswal
ceased to be member of the Committee on February 12, 2024. Mr. Agnelo Fernandes, Company
Secretary, is designated Compliance Officer and the Secretary to the Committee. The Committee
held four meetings during the year 2023-2024: May 11, 2023, August 10, 2023, November 08, 2023
and February 12, 2024.

38
 The attendance of members was as under:
Members Meetings held Meetings Attended
Mr. Arvind M. Kapoor 4 3
Mr. Aditya A. Kapoor 4 4
Mr. Atul R. Shah 4 4
Mrs. Vijyatta Jaiswal 4 4
The role of the committee inter-alia include the following:
• Resolving the grievances of the security holders of the Company including complaints related
to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.
• Review of measures taken for effective exercise of voting rights by shareholders.
• Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the Company for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/
statutory notices by the shareholders of the Company.
The Company has designated an e-mail id “investor@rishiroop.com” exclusively for the purpose
of registering complaints by investors electronically. This e-mail id is displayed on the company’s
website i.e., www.rishiroop.in.
None of the complaints/request/letters/queries, which were received from the shareholders, is
pending and all have been attended to/resolved within the prescribed period.
Number of Investor Complaints received during the year : 8
Number of Investor Complaints resolved during the year : 8
Number of pending Investor Complaints : 0
The investors’ complaint/grievances received by the Company were immediately escalated to the
top management, and steps are taken to resolve the same at the earliest.
7. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
As required under Section 135 of the Act, your Company has a Corporate Social Responsibility
Committee (CSR Committee) which was last reconstituted on November 1, 2018 and members of
the Committee are Mr. Arvind M. Kapoor (Chairman), Mr. Aditya A. Kapoor, Mr. Hemant Vakil and Mr.
Atul R. Shah. Mr. Agnelo Fernandes, Company Secretary, is the Secretary to the Committee.
The terms of reference of the Committee are in conformity with the requirements of Section 135
of the Act and the Rules made thereunder. Corporate Social Responsibility Policy is available on the
Company’s website: www.rishiroop.in/investors/corporate-governance/policies. The Committee
met twice during the year on August 8, 2023 and November 11, 2023. The Annual CSR Report with
details of attendance and other prescribed details is attached separately to the Board’s Report.
8. GENERAL BODY MEETINGS
(i) The last three Annual General Meetings were held as under:
Meeting 38th Annual General 37th Annual General 36th Annual General
Meeting Meeting Meeting
Date September 8, 2023 June 24, 2022 September 3, 2021
Time 11.00 a.m. 11.00 a.m. 11.00 a.m.

39
Rishiroop Limited 39th Annual Report 2023-2024

Special Resolutions No Yes Yes

Venue Through Video Through Video Through Video
Conference – (Deemed Conference – (Deemed Conference – (Deemed
Venue: W-75(A) & Venue: W-75(A) & Venue: W-75(A) &
W-76(A), MIDC Satpur, W-76(A), MIDC Satpur, W-76(A), MIDC Satpur,
Nashik-422007) Nashik-422007) Nashik-422007)
(ii) Details of Special Resolution passed last year by Postal Ballot/ E-Voting:
 uring the financial year ended March 31, 2024, one special resolution pertaining to the
D
appointment of Mr. Sitendu Sharma (DIN: 01956423) as an independent director of the Company
for a term of five years, with effect from February 12, 2024 to February 11, 2029 was passed
through postal ballot on March 29, 2024. No special resolutions are proposed to be conducted
through postal ballot, as on the date of the report.
Three special resolutions pertaining to: (1) Continuation of Mr. Atul Shah (DIN: 00004528) as
Non-Executive Director (2) Consent of Members for increase in the limits applicable for making
investments under Section 186 of the Companies Act, 2013 (3) To keep statutory registers and
returns at a place other than Registered Office, are proposed to be passed during the ensuing
39th Annual General Meeting.
9. MEANS OF COMMUNICATION
1 Quarterly Results Published in National and local dailies such as The Business
Standard (English) and Mumbai Lakshadeep (Marathi) and
in official websites of Bombay Stock Exchange (www.
bseindia.com) and also on Company website- www.
rishiroop.in
2 Publication in News Papers Published in National and local dailies such as The Business
Standard (English) and Mumbai Lakshadeep (Marathi)
3 Publications in Websites www.rishiroop.in, www.bseindia.com
4 Displaying of official news www.rishiroop.in, www.bseindia.com
releases
5 Presentations made to Not applicable.
institutional investors or to the
analysts.
10. GENERAL SHAREHOLDER INFORMATION
a 39th Annual General Meeting : Day, Date, Time and Venue
Monday, August 12, 2024 at 11.00 am.
through Video Conferencing (“VC”) / Other Audio Visual
Means (“OAVM”)
b Financial Year : April 1, 2023 – March 31, 2024
c Dividend payment date : Within statutory period
d Date of Book closure / : August 6, 2024 to August 12, 2024 (both days inclusive.)
e Listed on : BSE Limited. Annual listing fees paid to the Stock Exchange.
f Stock Code on BSE Limited : Stock Code (Equity Shares) – 526492
g ISIN : Equity ISIN – INE582D01013
h Company Registration No. with : CIN NO : L25200MH1984PLC034093
ROC/ Ministry of Corporate
Affairs (MCA)

40
 i Registrar and Transfer Agents : Link Intime India Private Limited
C-101, 247 Park, LBS Marg,
Vikhroli (West), Mumbai - 400083
Tel No : +91 22 49186270 Fax: +91 22 49186060
E-mail id : rnt.helpdesk@linkintime.co.in
Website : www.linkintime.co.in
j Dematerialization of shares : 97.81% of the total equity capital is held in dematerialized
form with National Securities Depository Ltd. and Central
Depository Services (India) Ltd. as on March 31, 2024.
k Outstanding ADRs/ GDRs : The Company has not issued any ADRs/GDRs
l Plant Location : 1) W-75 (A) & W-76 (A), MIDC Industrial Area, Satpur,
Nasik 422007
2) Mumbai-Nasik Highway, Village Wadivare, Taluka
Igatpuri, Nasik
m Address for correspondence : The Shareholders may send their correspondence relating
to transfer/ dematerialization and other correspondence
relating to shares of the company to the Registrar and
Transfer Agents of the Company. Shareholders holding
shares of Company in dematerialized form should address
their correspondence to their respective Depository
Participants.
For any other queries, correspondence at corporate
office address of the Company, as below, be made
to : 1005-1006, The Summit Business Park, Behind
WEH Metro, Andheri-Kurla Road, Andheri (East),
Mumbai – 400 093.
Designated e-mail id for investor correspondence:
investor@rishiroop.com
n Stock Price Data : High, low Market Price on Bombay Stock Exchange during
each month in the last financial year in comparison with
BSE Sensex are as follows:
Rates per Equity share of the face value of Rs. 10/- each –
Share Price BSE Sensex
Month High (Rs.) Low (Rs.) High Low
April, 2023 104.89 88.00 61,209.46 58,793.08
May, 2023 109.00 91.30 63,036.12 61,002.17
June, 2023 108.80 90.00 64,768.58 62,359.14
July, 2023 121.85 95.05 67,619.17 64,836.16
August, 2023 144.00 103.90 66,658.12 64,723.63
September, 2023 143.65 118.00 67,927.23 64,818.37
October, 2023 141.50 110.00 66,592.16 63,092.98
November, 2023 140.45 114.00 67,069.89 63,550.46
December, 2023 140.00 123.00 72,484.34 67,149.07
January, 2024 148.50 124.00 73,427.59 70,001.60
February, 2024 225.35 140.15 73,413.93 70,809.84
March, 2024 199.75 156.05 74,245.17 71,674.42

41
Rishiroop Limited 39th Annual Report 2023-2024

o. Shareholding Pattern and Distribution of Shareholding of Equity shares as on March 31,

2024:
Shareholding Pattern as on March 31, 2024
Category No. of Equity Percentage of
Shares held Shareholding
A. Promoters Holding
1. Promoters
- Indian Promoters 67,18,000 73.31
- Foreign Promoters - -
2. Persons acting in concert - -
Sub- Total (A) 67,18,000 73.31
B. Non- Promoters Holding
1 Institutional Investors - -
2 Mutual Funds and UTI - -
3 Central Government/State Government 1,000 0.01
C. FIIs Holding - -
Sub-Total (B+C) 1,000 0.01
D. Others Holding
1 Corporate Bodies 1,50,073 1.64
2 Indian Public 18,85,905 20.58
3 NRIs 60,894 0.66
4 Director & Relative 160 0.00
5 Clearing member 504 0.00
6 HUF 121917 1.33
7 Investor Education and Protection Fund 2,23,590 2.44
8 Unclaimed Shares 1560 0.00
Sub-Total (D) 24,44,603 26.68
GRAND TOTAL (A+B+C+D) 91,63,603 100.00

42
 Distribution of shareholding of equity shares as on March 31, 2024:
Distribution of shares No. of Percentage to Share Amount Percentage
(Slab wise) (in Rs.) shareholders total no. of (in Rs.) to total Share
shareholders Capital
1-5000 4480 87.04 5,70,91,500 6.23
5001-10000 341 6.63 2,82,13,900 3.08
10001-20000 165 3.21 2,46,20,500 2.69
20001-30000 58 1.13 1,48,46,800 1.62
30001-40000 17 0.33 62,06,500 0.68
40001-50000 28 0.54 1,27,84,200 1.40
50001-100000 24 0.47 1,75,62,000 1.92
100001 & above 34 0.66 75,50,34,900 82.40
TOTAL 5147 100.00 9,16,36,030 100.00
p. Share Transfer System
Applications for transfer of Shares held in physical form are received at the office of the
registrar and share transfer agent (R&T Agent) of the Company, viz. Link Intime India Private
Limited. They attend to share transfer formalities and forward the same to the Company for
the Stakeholder’s Relationship Committee’s approval.
Shares held in dematerialized form are electronically traded in the depository and the registrar
and share transfer agent periodically receive the details of beneficiary holdings from the
depository so as to update the records for sending all corporate communications and other
matters.
Application for dematerialization of physical shares are processed and completed within a
period of 15 days from the date of receipt, provided they are duly completed. Incomplete
applications are immediately returned to the depository participants under advice to the
shareholders.
q. National Electronic Clearing Service (NECS) Facility:
The Company, with respect to payment of dividend to shareholders, endeavors to remit the
dividend payment through National Electronic Clearing Service (NECS) to the shareholders
having accounts with Branches of Banks covered under CBS (Core Banking Solution).
Equity Shareholders holding shares in physical form, who wish to avail the NECS facility, may
send their NECS mandate to the Company’s R & T Agent, in the event they have not done so
earlier. Equity Shareholders holding shares in electronic mode may send the NECS mandate
form to the concerned Depository Participant (DP) directly.
11. SKILL MATRIX OF THE BOARD OF DIRECTORS:
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Skill
Matrix of the Board of Directors of your Company is given below -
List of core skills / expertise Company Directors
identified by the Board of Mr. Arvind Mr. Aditya Mr. Mrs. Mr. Atul Mr.
Directors Kapoor Kapoor Hemant Vijyatta Shah Sitendu
Vakil Jaiswal Sharma
Business Strategy l l l
Industry Experience l l
General Management l l l

43
Rishiroop Limited 39th Annual Report 2023-2024

Accounting/Auditing l l l l
Corporate Finance l l l l l
Legal / Secretarial / Compliance l l l l
Marketing l l
Human Resource Management l l l l
Risk Management l l l l l l
Information Technology
12. OTHER DISCLOSURES
a) 
There were no transactions of material nature with its promoters, the Directors or the
Management; their relatives etc. that may have potential conflict with the interests of the
Company at large.
The Audit Committee has granted omnibus approval for certain related party transactions.
The same are reviewed on a quarterly basis by the Audit Committee. Transactions with related
parties have also been disclosed in the notes of the Financial Statements.
b) 
Policy for transactions with related parties is available on the Company weblink:
www.rishiroop.in/investors/corporate-governance/policies
c) There were no instances of non-compliance nor have any penalties, strictures been imposed
by Stock Exchange or SEBI or any other statutory authority during the last three years on any
matter related to the capital markets.
d) The Company has established vigil mechanism, whistle blower policy, and no personnel has
been denied access to the audit committee.
e) T
 he Company has also complied with and adopted the mandatory requirements of SEBI (LODR)
Regulations, 2015, Companies Act, 2013 and applicable Secretarial Standards.
f) In line with the requirements of Regulation 17(9) of the SEBI LODR, the Audit Committee
and the Board of Directors reviewed the managements’ perception of the risks facing the
Company, and measures taken to minimize the risk. Your company has no significant exposure
to commodities, and therefore, disclosure pertaining to commodity price risks and commodity
hedging activities have not been included.
g) B
 oard of Directors of the Company confirm that in their opinion the independent directors
fulfill the conditions specified in the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, and are independent of the management.
h) P
 olicy on related party transaction and all other Polices/Disclosures required under
Companies Act, 2013 / SEBI LODR Regulations, 2015 are available on the
weblink: www.rishiroop.in/investors/corporate-governance/policies.
i) As required by Regulation 17(8) of the SEBI Listing Regulations, the Managing Director and the
Chief Financial Officer have submitted a Certificate to the Board of Directors in the prescribed
format for the financial year ended March 31, 2024 confirming the correctness of the financial
statements and cashflow statement, and adequacy of the internal control measures and
reporting of matters to the Audit Committee, which is annexed.
j) Disclosures with regard to demat suspense account/unclaimed suspense/escrow account –
• Opening Balance - 360 shares (pertaining to 3 shareholders)
• Transferred to account during the year – 1200 shares to escrow account
• Transferred out of account during the year – 0 shares

44
 • Closing Balance – 1560 shares (pertaining to 4 shareholders)
•  oting rights on these shares in suspense account would remain frozen till the rightful
V
owner of such shares claims the shares.
k) N
 o funds have been raised through preferential allotment or qualified institutional placement
and, therefore, details of utilization of such funds are not disclosed.
l) No credit ratings have been obtained by the Company during the relevant financial year.
m) No presentations were made to institutional investors and analysts during the year.
n) P
 ursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, DM & Associates LLP, Company Secretaries,
issued a certificate dated May 7, 2024 (annexed to Secretarial Audit Report) certifying that
none of the directors on the board of the Company have been debarred or disqualified from
being appointed or continuing as directors of companies by SEBI or Ministry of Corporate Affairs
or any such statutory authority.
o) D
 uring the financial year ended March 31, 2024, all recommendations of the Committees of
the Board of Directors, which are mandatorily required, have been accepted by the Board of
Directors of your Company.
p) D
 etails of fees paid by your Company during financial year 2023-2024 on a consolidated basis to
the statutory auditor and all entities in the network firm/network entity of which the statutory
auditor is a part :
Sr. No. Particulars (Rs.)
1 Audit Fees 3,10,000
2 Tax Audit Fees 80,000
3 Certification & Review 1,45,000
4 Expenses Reimbursed 5,430
Total : 5,40,430
q) D
 isclosures in relation to the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
(i) Number of complaint filed during the financial year - NIL
(ii) Number of complaints disposed of during the financial year - NIL
(iii) Number of complaints pending as on end of the financial year - NIL
13. NON-MANDATORY REQUIREMENTS’ DISCLOSURE UNDER SEBI LISTING REGULATIONS
a) Chairman of the Board: Whether Chairman of the Board is entitled to maintain a Chairman’s
Office at the Company’s expense and also allowed reimbursement of expenses incurred in
performance of his duties: No
b) S hareholders Rights : Half-yearly declaration of financial performance including summary of
the significant events in last six months to be sent to each household of Shareholders:
 he Company’s half year Results are published in English and Marathi newspapers having wide
T
circulation, and are also displayed on the Company’s website. Hence, the same are not sent to
the Shareholders. Audited Results for the financial year are communicated to the Shareholders
through the Annual Report.

45
Rishiroop Limited 39th Annual Report 2023-2024

c) M
 odified Opinion in Audit Report: The Auditors have issued an unmodified opinion for the year
ended March 31, 2024.
d) S eparate posts of Chairman and CEO: Separate persons perform the role of Chairman and
Managing Director.
e) Reporting of Internal Auditor: The internal auditor reports directly to the Audit Committee and
quarterly internal audit reports are reviewed in the Audit Committee meetings.

For and on behalf of the Board of Directors

Arvind Mahendra Kapoor

Place: Mumbai Chairman

Date: 21.05.2024 DIN: 00002704

Registered Office:
W-75(A) & W-76(A)
MIDC Industrial Area
Satpur, Nasik – 422007
CIN - L25200MH1984PLC034093

46
 COMPLIANCE WITH CODE OF BUSINESS CONDUCT AND ETHICS
In accordance with Regulation 26(3) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board Members, and Senior Management personnel
of the Company have confirmed compliance with the Code of Business Conduct and Ethics for the
financial year ended March 31, 2024.
For Rishiroop Limited

Aditya A. Kapoor
Place: Mumbai Managing Director
Date: 21.05.2024 DIN: 00003019

DECLARATION BY THE MD AND CFO – PURSUANT TO REGULATION 17(8) OF

SEBI LISTING REGULATIONS
We have reviewed financial statements and the Cash Flow Statement for the year ended March 31,
2024 and certify, to the best of our knowledge and belief, that:
A. W
 e have reviewed financial statements and the cash flow statement for the year and that to the
best of our knowledge and belief:
1) these statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
2) t hese statements together present a true and fair view of the listed entity’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the listed
entity during the year which are fraudulent, illegal or violative of the Company’s code of conduct.
C. W
 e accept responsibility for establishing and maintaining internal controls for financial reporting
and that they have evaluated the effectiveness of internal control systems of the listed entity
pertaining to financial reporting and they have disclosed to the auditors and the audit committee,
deficiencies in the design or operation of such internal controls, if any, of which they are aware
and the steps they have taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit committee –
1) significant changes in internal control over financial reporting during the year;
2) s ignificant changes in accounting policies during the year and that the same have been disclosed
in the notes to the financial statements; and
3) instances of significant fraud of which they have become aware and the involvement therein, if
any, of the management or an employee having a significant role in the listed entity’s internal
control system over financial reporting.

For Rishiroop Limited

Place: Mumbai Mittal N. Savla Aditya A. Kapoor

Date: 21.05.2024 Chief Financial Officer Managing Director
DIN: 00003019

47
Rishiroop Limited 39th Annual Report 2023-2024

AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF

CORPORATE GOVERNANCE UNDER SEBI LISTING REGULATIONS

To
The Members of
Rishiroop Limited
We have examined the compliance of conditions of Corporate Governance by Rishiroop Limited (“the
Company”), for the year ended March 31, 2024, as stipulated in the applicable provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our
examination was limited to review of the procedures and implementation thereof, adopted by the
Company for ensuring compliance of the conditions of Corporate Governance. It is neither an audit nor
an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we
certify that the Company has complied with the conditions of Corporate Governance as stipulated in
the abovementioned Listing Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
For Jayesh Dadia & Associates LLP
Chartered Accountants
Firm’s Registration No. 121142W / W100122

Rahil Dadia
Partner
Membership No. 143181
Place of Signature: Mumbai
Date: May 21, 2024
UDIN: 24143181BKDFLE5664

48
 Form No. MR-3
Secretarial Audit Report
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
For the Financial Year Ended March 31, 2024
To,
The Members,
RISHIROOP LIMITED
W -75( A), & W-76(A),
Nashik Ind. Estate, Satpur,
Nasik – 420007
Dear Members,
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by RISHIROOP LIMITED (hereinafter called “the Company”).
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts / statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and
other records maintained by the Company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit, We hereby
report that in our opinion, the Company has, during the audit period covering the financial year ended
March 31, 2024, complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on March 31, 2024 according to the provisions
of:
1. The Companies Act, 2013 (the Act) and the rules made there under;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
3. The Depositories Act, 1996 and the Regulations and bye-laws framed there under;
4. T
 he provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made
there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial borrowings;
5. T
 he following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’):-
a. T
 he Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The SEBI (Prohibition of Insider Trading) Regulations,2015; and
c. T
 he Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;
6. P
 rovisions of the following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act,1992 (‘SEBI’) were not applicable to the Company under the financial year under
report:-
a. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

49
Rishiroop Limited 39th Annual Report 2023-2024

b. T
 he Securities and Exchange Board of India (Issue of Capital and Disclosure requirements)
Regulations, 2018;
c. The Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2021;
d. T
 he Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2021;
e. T
 he Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993, regarding the Companies Act and dealing with client; and
f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.
We have relied on the representation made by the Company and its Officers for systems and mechanism
formed by the Company for compliances under other applicable Acts, Laws and Regulations to the
Company. The following are the major head / groups of Acts, Laws and Regulations as applicable to
the Company:
a. Factories Act, 1960.
b. L
 abour Laws and other incidental laws related to labour and employees appointed by the Company
either on its payroll or on contractual basis related to Salary & Wages, Bonus, Gratuity, Provident
Fund, ESIC, Compensation and Benefits etc.
c. Labour Welfare Act of the Central and respective states.
d. A
 cts prescribed under Direct Tax and Indirect Tax Laws by the Central and respective State
Governments.
e. Land Revenue Laws of respective states.
f. Local laws as applicable to various offices and Premises of the Company.
g. Environment Protection Act, 1986 and other environmental laws.
h. Hazardous Wastes (Management and Handling) Rules, 1989 and Amendment Rule, 2003.
i. Industrial Disputes Act, 1947.
j. Indian Stamp Act, 1999.
k. Indian Contract Act,1872.
l. Negotiable Instruments Act, 1881.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) T
 he Listing Agreement entered into by the Company with BSE Limited and SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015;
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards etc. mentioned above.
We further report the Board of Directors of the Company is duly constituted with proper balance
of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during the period under review were carried out
in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.

50
Majority decision is carried through while the dissenting members’ views are captured and recorded
as part of the minutes.
We further report that there are adequate systems and processes in the Company commensurate with
the size and operations of the company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
We further report that during the audit period, no specific event took place:

For DM & Associates Company Secretaries LLP

Company Secretaries
ICSI Unique Code L2017MH003500

Tribhuwneshwar Kaushik
Partner
FCS NO 10607
C P NO 16207
UDIN: F010607F000322314
Place: Mumbai
Date: May 7, 2024

Note: This report is to be read with our letter of even date that is annexed as Annexure - I and
forms an integral part of this report.

51
Rishiroop Limited 39th Annual Report 2023-2024

ANNEXURE - I
To
The Members,
RISHIROOP LIMITED
W -75(A), & W-76(A),
Nashik Ind. Estate, Satpur,
Nasik – 420007
Our report of even date is to be read along with this letter:
1. 
Maintenance of secretarial records is the responsibility of management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification was
done on test basis to ensure that correct facts are reflected in secretarial records. We believe that
the processes and practices, we followed provide a reasonable basis for our opinion.
3. W
 e have not verified the correctness and appropriateness of financial records and books of accounts
of the Company.
4. W
 herever required, we have obtained the Management Representation about the compliance of
laws, rules and regulations and happening of events, etc.
5. The compliance of the provisions of corporate and other applicable laws, rules and regulations,
standards is the responsibility of the management. Our examination was limited to the verification
of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company
nor of the efficacy or effectiveness with which the management has conducted the affairs of the
Company.

For DM & Associates Company Secretaries LLP

Company Secretaries
ICSI Unique Code L2017MH003500

Tribhuwneshwar Kaushik
Partner
FCS NO 10607
C P NO 16207
UDIN: F010607F000322314

Place: Mumbai
Date: May 7, 2024

52
 Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
Secretarial Compliance report of RISHIROOP LIMITED for the year ended MARCH 31, 2024.
We have examined:
(a) all the documents and records made available to us and explanation provided by RISHIROOP
LIMITED (“the listed entity”),
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity,
(d) other document(s)/ filing(s), which were relevant and relied upon to make this certification.
for the year ended March 31, 2024 (“Review Period”) in respect of compliance with the provisions of:
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars,
guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations,
circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued there under, have been
examined, include:
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 – Not Applicable;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 -Not Applicable;
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021 – Not
Applicable;
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2021 – Not
Applicable;
(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable
Preference Shares) Regulations,2013 – Not Applicable;
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
and circulars/ guidelines issued thereunder;
We hereby report that, during the review period compliance status of the listed entity is appended
as below:
Sr. Particulars Compliance Observations
No. Status (Yes/ /Remarks by
No/ NA) PCS*
1. Secretarial Standards:
The compliances of the listed entity are in accordance with the Yes None
applicable Secretarial Standards (SS) issued by the Institute of
Company Secretaries India (ICSI), as notified by the Central
Government under section 118(10) of the Companies Act, 2013
and mandatorily applicable.
2. Adoption and timely Updation of the Policies: Yes None
l All applicable policies under SEBI Regulations are adopted
with the approval of board of directors
l All the policies are in conformity with SEBI Regulations
and have been reviewed & updated on time, as per the
regulations/circulars/guidelines issued by SEBI

53
Rishiroop Limited 39th Annual Report 2023-2024

Sr. Particulars Compliance Observations

No. Status (Yes/ /Remarks by
No/ NA) PCS*
3. Maintenance and disclosures on Website: Yes None
- The Company is maintaining a functional website
- Timely dissemination of the documents/ information under
a separate section on the website
- Web-links provided in annual corporate governance reports
under Regulation 27(2) are accurate and specific which re-
directs to the relevant document(s)/ section of the website
4. Disqualification of Director: Yes None
None of the Director(s) of the listed entity are disqualified
under Section 164 of Companies Act, 2013 as confirmed by the
Company.
5. To examine details related to Subsidiaries of listed entity NA The Company
(a) Identification of material subsidiary companies does not have
(b) Disclosure requirement of material as well as other any subsidiary
subsidiaries
6. Preservation of Documents: Yes None
The listed entity is preserving and maintaining records as
prescribed under SEBI Regulations and disposal of records as
per Policy of Preservation of Documents and Archival policy
prescribed under SEBI LODR Regulations, 2015.
7. Performance Evaluation: Yes None
The listed entity has conducted performance evaluation of the
Board, Independent Directors and the Committees during the
financial year as prescribed in SEBI Regulations.
8. Related Party Transactions: Yes None
(a) The listed entity has obtained prior approval ofAuditCommittee
for all related party transactions; or
(b) The listed entity has provided detailed reasons along with
confirmation whether the transactions were subsequently
approved/ratified/rejected by the Audit Committee, in
case no prior approval has been obtained.
9. Disclosure of events or information: Yes None
The listed entity has provided all the required disclosure(s)
under Regulation 30 along with Schedule III of SEBI LODR
Regulations, 2015 within the time limits prescribed thereunder.
10. Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) Yes None
SEBI (Prohibition of Insider Trading) Regulations, 2015.
11. Actions taken by SEBI or Stock Exchange(s), if any: Yes None
No action(s) has been taken against the l i s t e d e n t i t y /its
promoters/ directors/ subsidiaries either by SEBIor by Stock
Exchanges (including under the Standard Operating Procedures
issued by SEBI through various circulars) under SEBI Regulations
and circulars/ guidelines issued thereunder.
12. Additional Non-compliances, if any: Yes None
No additional non-compliance observed for any SEBI
regulation/circular/guidance note etc.

54
We further report that during the review period, there was no event of appointment / re-appointment
/ resignation of statutory auditor of the Company and the Company has complied with Para 6(A) and
6(B) of CIR/CFD/CMD1/114/2019 dated 18th October, 2019:
Sr. Particulars Compliance Observations/
No. Status Remarks by
(Yes/No/ NA) PCS*
1. Compliances with the following conditions while appointing/re-appointing an auditor
i. If the auditor has resigned within 45 days from the end of a NA None
quarter of a financial year, the auditor before such resignation,
has issued the limited review/ audit report for such quarter; or
ii. If the auditor has resigned after 45 days from the end of a NA None
quarter of a financial year, the auditor before such resignation,
has issued the limited review/ audit report for such quarter as
well as the next quarter; or
iii. If the auditor has signed the limited review/ audit report for NA None
the first three quarters of a financial year, the auditor before
such resignation, has issued the limited review/ audit report
for the last quarter of such financial year as well as the audit
report for such financial year.
2. Other conditions relating to resignation of statutory auditor
i. Reporting of concerns by Auditor with respect to the listed
entity/its material subsidiary to the Audit Committee:
a. In case of any concern with the management of the listed
entity/material subsidiary such as non-availability of NA None
information / noncooperation by the management which has
hampered the audit process, the auditor has approached the
Chairman of the Audit Committee of the listed entity and
the Audit Committee shall receive such concern directly and
immediately without specifically waiting for the quarterly
Audit Committee meetings.
b. In case the auditor proposes to resign, all concerns with
respect to the proposed resignation, along with relevant
documents has been brought to the notice of the Audit NA None
Committee. In cases where the proposed resignation is
due to non-receipt of information / explanation from the
company, the auditor has informed the Audit Committee the
details of information/ explanation sought and not provided
by the management, as applicable.
c. The Audit Committee / Board of Directors, as the case
may be, deliberated on the matter on receipt of such
information from the auditor relating to the proposal to NA None
resign as mentioned above and communicate its views to
the management and the auditor.
ii. Disclaimer in case of non-receipt of information:
The auditor has provided an appropriate disclaimer in its audit
report, which is in accordance with the Standards of Auditing NA None
as specified by ICAI / NFRA, in case where the listed entity/ its
material subsidiary has not provided information as required
by the auditor.

55
Rishiroop Limited 39th Annual Report 2023-2024

3. The listed entity / its material subsidiary has obtained information NA None
from the Auditor upon resignation, in the format as specified in
Annexure - A in SEBI Circular CIR/ CFD/CMD1/114/2019 dated
18th October, 2019.
(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines
issued thereunder.
Sr. Compliance Regulation/ Deviations Action Type of Details of Fine Observations/ Management Re-
No. Requirement Circular No. Taken by Action Violation Amount Remarks of Response marks
(Regulations/ the Practicing
circulars/ guide- Company
lines including Secretary
specific clause)
NONE
(b) The listed entity has taken the following actions to comply with the observations made in previous
reports: There was no observation made in previous reports
Sr. Compliance Regulation/ Deviations Action Type of Details of Fine Observations/ Management Re-
No. Requirement CircularNo. Takenby Action Violation Amount Remarks of Response marks
(Regulations/ the Practicing
circulars/guide- Company
lines including Secretary
specific clause)
NONE
Assumptions & Limitation of scope and Review:
1. Compliance of the applicable laws and ensuring the authenticity of documents and information
furnished, are the responsibilities of the management of the listed entity.
2. O
 ur responsibility is to certify based upon our examination of relevant documents and information.
This is neither an audit nor an expression of opinion.
3. W
 e have not verified the correctness and appropriateness of financial Records and Books of Accounts
of the listed entity.
4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an
assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with
which the management has conducted the affairs of the listed entity.

For DM & Associates Company Secretaries LLP

Company Secretaries
ICSI Unique Code L2017MH003500

Tribhuwneshwar Kaushik
Partner
FCS NO 10607
C P NO 16207
UDIN: F010607F000322391

Place: Mumbai
Date: May 7, 2024

56
 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
[Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members of
Rishiroop Limited
W-75(A) & W-76(A), Nashik Ind. Estate,
Satpur, Nashik, Maharashtra-420007
We have examined the relevant registers, records, forms, returns and disclosures received from the
Directors of Rishiroop Limited having CIN: L25200MH1984PLC034093 and having its Registered Office
at W-75(A) & W-76(A), Nashik Ind. Estate, Satpur, Nashik, Maharashtra-420007 (hereinafter referred
to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate,
in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including
Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary
and explanations furnished to me by the Company & its officers, We hereby certify that none of the
Directors on the Board of the Company as stated below for the Financial Year ended on 31st March,
2024 have been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory
Authority.
Sr No Name of Director DIN Date of Appointment
1 Mr. Arvind Mahendra Kapoor 00002704 24/09/1984
2 Mr. Aditya Arvind Kapoor 00003019 21/06/2008
3 Mr. Atul Rameshchandra Shah 00004528 08/09/2015
4 Mr. Hemant Dhansukhlal Vakil 00780431 01/08/2015
5 Mrs.Vijyatta Jaiswal 07131327 26/03/2015
6 Mr. Sitendu Sharma 01956423 12/02/2024
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the
responsibility of the management of the Company. Our responsibility is to express an opinion on these
based on our verification. This certificate is neither an assurance as to the future viability of the
Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.

For DM & Associates Company Secretaries LLP

Company Secretaries
ICSI Unique Code L2017MH003500

Tribhuwneshwar Kaushik
Partner
FCS NO 10607
C P NO 16207
UDIN: F010607F000322259

Place: Mumbai
Date: May 7, 2024

57
Rishiroop Limited 39th Annual Report 2023-2024

INDEPENDENT AUDITORS’ REPORT

To the Members of Rishiroop Limited
Report on the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of M/s. Rishiroop Limited (“the Company”),
which comprise the balance sheet as at 31st March 2024, and the statement of Profit and Loss (Including
Other Comprehensive Income), Statement of changes in Equity and Statement of Cash flows for the
year ended on that date, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as “the standalone
financial statements”).
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies Act.
2013 (the ”Act”) in the manner so required and give a true and fair view, in conformity with the
Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian
Accounting Standard) Rules, 2015, as amended (“Ind As”) and the accounting principles generally
accepted in India, of the state of affairs of the Company as at 31st March, 2024, its profit, total
comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We
are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
The Key Audit Matter How the matter was addressed in our audit
Valuation & classification of Financial Instruments
As per Ind As 109, ‘Financial Instruments’, an entity shall Our audit procedures included the following:
recognize a financial asset or a financial liability in its balance - We analysed & obtained an understanding of the Company’s
sheet when, and only when, the entity becomes party to the model of managing the financial assets & the contractual
contractual provisions of the instrument. characteristics of the financial assets which were used in
The financial assets shall be classified as subsequently subsequent measurement of the financial assets at either
measured at amortized cost, fair value through comprehensive amortized cost, fair value through comprehensive income
income or fair value through profit & loss. The measurement or fair value through profit & loss.
basis and valuation of the financial assets involve significant - We evaluated and tested the design and operating
judgment & estimation on behalf of the management in effectiveness of key controls related to valuation of
determining the basis of the entity’s model for managing the financial instruments and independent price verification.
financial assets and the contractual cash flow characteristics - We evaluated the valuation techniques, inputs and
of the financial assets. assumptions through comparison with the valuation
As disclosed in note no. 44 to these financial statements, the techniques commonly used in the markets, validation
Company has significant amounts of financial assets that are of observable inputs using external market data, and
measured at either fair value through other comprehensive comparison with valuation outcomes obtained from
income, fair value through profit & loss or at amortized cost. various pricing sources.
Further the fair value hierarchy is based on inputs to - Furthermore, we evaluated and tested the design and
valuation techniques that are used to measure fair value that operating effectiveness of internal controls related to
are either observable or unobservable. disclosures of fair value

58
Information other than the financial statements & Auditor’s report thereon
The Company’s management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company’s annual report, but does not
include the standalone financial statements and our auditors’ report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance or conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing
to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial
Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance, changes in
equity and cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the accounting Standards specified under Section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Companies Act, 2013,

59
Rishiroop Limited 39th Annual Report 2023-2024

we are also responsible for expressing our opinion on whether the company has adequate internal
financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually
or in aggregate, makes it probable that the economic decisions of a reasonable knowledgeable user
of the standalone financial statements may be influenced. We consider quantitative materiality &
qualitative factors in (i) planning the scope of our audit and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the standalone financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central
Government of India in terms of Section 143(11) of the Act, we give in “Annexure A” a statement
on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable
2. As required by Section 143(3) of the Act, we report, that:
a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company in
so far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the relevant books of account.
d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian
Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued
thereunder.

60
 e. On the basis of the written representations received from the directors as on 31st March,
2024 and taken on record by the Board of Directors, none of the directors is disqualified as on
31st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act;
f. With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”
g. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the
Act:
In our opinion and to the best of our information and according to the explanations given to us,
the remuneration paid by the Company to its directors during the year is in accordance with
the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess
of the limit laid down under Section 197 of the Act
h. With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to
the best of our information and according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its
standalone Ind AS financial statements. Refer note no. 40 to the standalone Ind AS financial
statements.
(ii) The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
(iii) During the year under audit, there has been no delay in transferring amounts, required to
be transferred, to the Investor Education and Protection Fund by the Company.
(iv) (a) The Management has represented that, to the best of it’s knowledge and belief, as
disclosed in the note no. 53 to the standalone financial statements, no funds have been
advanced or loaned or invested (either from borrowed funds or securities premium
or any other sources or kind of funds) by the Company to or in any other person(s)
or entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of it’s knowledge and belief, as
disclosed in the note no. 53 to the standalone financial statements, no funds have
been received by the Company from any person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.
(c) Based on the audit procedures that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe
that the representations under sub clause (i) and (ii) of Rule 11(e), as provided under
(a) & (b) above, contain any material misstatement.
(v) As stated in note no. 42 to the standalone financial statements
(a) The final dividend proposed in the previous year, declared & paid by the Company
during the year is in accordance with Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company have proposed final dividend for the year which
is subject to the approval of the members at the ensuing Annual General Meeting.
The amount of dividend proposed is in accordance with Section 123 of the Act, as
applicable.

61
Rishiroop Limited 39th Annual Report 2023-2024

(vi) Based on our examination which included test checks, the company has used an accounting
software for maintaining its books of account which has a feature of recording audit
trail (edit log) facility and the same has operated throughout the year, for all relevant
transactions recorded in the software. Further, during the course of our audit we did
not come across any instance of audit trail feature being tampered with once it was
implemented.

For Jayesh Dadia & Associates LLP

Chartered Accountants
Firm’s Registration No. 121142W / W100122

Rahil Dadia
Partner
Membership No. 143181
Place of Signature: Mumbai

Date: May 21, 2024

UDIN: 24143181BKDFLD5148

62
 Annexure A to the Auditors’ Report
The Annexure referred to in the Independent Auditors’ Report to the members of the Company on the
Standalone IND-AS financial statements for the year ended 31st March, 2024.
In our opinion and to the best our information and according to the explanations provided to us by
the Company and based on our examination of the books of account in the normal course of audit, we
state that:
(i) In respect of the Company’s Property, Plant & Equipment and Intangible Assets:
(a) (A)  The Company is maintaining proper records showing full particulars, including
quantitative details and situation of Property, Plant & Equipment and relevant details
of right–of-use-assets.
(B) The Company has maintained proper records showing full particulars of intangible
assets.
(b) A substantial portion of the Property, Plant & Equipment has been physically verified by the
management at reasonable intervals and no material discrepancies were noticed on such
verification.
(c) Based on our examination of the registered sale deed / transfer deed provided to us, we
report that, the title in respect of the immovable properties (other than properties where
the company is the lessee and the lease agreements are duly executed in favor of the
lessee), disclosed in the financial statements included under Property, Plant & Equipment,
are held in the name of the Company as at the balance sheet date.
(d) The Company has not revalued any of its the Property, Plant & Equipment (including right–
of-use assets) and intangible assets during the year.
(e) No proceedings have been initiated during the year or are pending against the Company
as at 31st March, 2024 for holding any benami property under the Prohibition of Benami
Property Transactions Act, 1988 (as amended in 2016) and the rules made thereunder.
(ii) (a) As explained to us, the inventories have been physically verified during the year by the
management, except for stock in transit. The intervals at which the inventories are
physically verified are, in our opinion, reasonable in relation to the size of the Company
and the nature of its business. The Company is maintaining proper records of inventory and
no material discrepancies were noticed on physical verification.
(b) As explained to us, the Company has been sanctioned working capital limits in excess of
` 5 crore, in aggregate, from banks on the basis of security of current assets. Based on
our examination and as mentioned in note no. 47 to these standalone financial statements,
there is no material or significant deviation in the quarterly returns or statements of current
assets filed by the Company with the banks or financial institutions vis-à-vis the books of
accounts for the year. The deviations, if any, have been intimated by the Company to the
banks or financial institutions, wherever necessary.
(iii) 
The Company has not given any loans or advances in the nature of loans or provided any
guarantees or securities to companies, firms, Limited Liability partnerships or other parties
during the year. Hence, reporting under clause 3(iii)(a), (c), (d), (e) & (f) of the Order is not
applicable However, the Company has made investments in mutual funds, alternate investment
funds, bonds, debentures, REITs, InvITs, etc. during the year, and as required under clause 3(iii)
(b) of the Order, in our opinion, the investments made during the year are, prima facie, not
prejudicial to the Company’s interest.
(iv) The Company has not given any loans, or provided any guarantee or security as specified under
Section 185 and 186 of the Companies Act, 2013. In respect of investments made by the Company,
the provisions of Section 186 of the Companies Act, 2013 have been complied with.

63
Rishiroop Limited 39th Annual Report 2023-2024

(v) The Company has not accepted any deposits or amounts deemed to be deposits during the year.
Therefore, reporting under clause 3(v) of the Order is not applicable.
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules
prescribed by the Central Government for maintenance of cost records under Section 148(1) of
the Companies Act, 2013 in respect of its manufactured goods and are of the opinion that prima
facie, the prescribed accounts and records have been made and maintained. However, we have
not carried out a detailed examination of the records with a view to determine whether these
are accurate or complete.
(vii) In respect of statutory dues:
(a) In our opinion, the Company is generally regular in depositing undisputed statutory dues
including Goods & Service Tax, Provident Fund, Employees’ State Insurance, Income Tax,
Sales-tax, Service tax, duty of Customs, duty of Excise, Value Added Tax, Cess and any other
statutory dues applicable to it with the appropriate authorities. There were no undisputed
statutory dues as mentioned above in arrears as at 31st March, 2024 for a period of more
than 6 months from the date they became payable.
(b) Details of disputed statutory dues referred to in Clause (a) above which have not been
deposited or partially deposited as on 31st March, 2024 are as follows:
Name of Nature of Amount Period to which Forum where Remarks
the Statute Dues disputed the amount dispute is
(` in Lakhs) relates (F.Y.) pending
Income Tax Income Tax 8.14 2005-06 Bombay High
Act, 1961 Court
Income Tax Income Tax 11.06 2006-07 Bombay High
Act, 1961 Court
Income Tax Income Tax 0.31 2008-09 Bombay High ITAT has restored the
Act, 1961 Court matter back to the AO to
Income Tax Income Tax 1.48 2010-11 Bombay High be decided based on the
Act, 1961 Court outcome of the appeal
Income Tax Income Tax 27.51 2011-12 Bombay High before the Bombay High
Act, 1961 Court Court for the earlier
assessment years.
(viii) There were no transactions relating to previously unrecorded income that have been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(ix) (a) The company has not defaulted in repayment of loans or borrowings or on the payment of
interest thereon to banks or financial institutions.
(b) The Company has not been declared a willful defaulter by any bank or financial institution
or government or any government authority.
(c) The Company has not taken any term loans during the year and there are no outstanding
term loans at the beginning of the year. Hence reporting under clause 3(ix)(c) of the Order
is not applicable.
(d) On an overall examination of the financial statements of the Company, funds raised on
short-term basis have, prima facie, not been used during the year for long term purposes
by the Company.
(e) On an overall examination of the financial statements of the Company, the Company
does not hold investments in any subsidiary, associate or joint ventures as defined under
Companies Act, 2013. Hence reporting under clause 3(ix)(e) of the Order is not applicable.
(f) The Company has not raised any loans during the year. Hence reporting under clause 3(ix)
(f) of the Order is not applicable.

64
(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer
including debt instruments during the year. Hence reporting under clause 3(x)(a) of the
Order is not applicable.
(b) During the year, the Company has not made any preferential allotment or private placement
of shares or convertible debentures (fully or partly or optionally). Hence reporting under
clause 3(x)(b) of the Order is not applicable.
(xi) (a) To the best of our knowledge and belief and according to the information and explanations
given to us, no material fraud by the Company or on the Company has been noticed or
reported during the year.
(b) No report under Sub-Section (12) of Section 143 of the Companies Act, 2013, has been filed
in Form ADT-4 as prescribed under rule 13 of Companies (Audit & Auditors) Rules, 2014 with
the central government, during the year and upto the date of this report.
(c) As represented to us by the management, there are no whistle blower complaints received
by the Company during the year.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not
applicable.
(xiii) In our opinion, the Company is in compliance with the provisions of Section 177 and 188 of
the Companies Act, 2013 with respect to applicable transactions with related parties and the
details of related party transactions have been disclosed in the standalone financial statements
as required by the applicable accounting standards.
(xiv) (a) In our opinion, the Company has an adequate internal audit system commensurate with the
size and the nature of its business.
(b) We have considered the internal audit reports for the year under audit issued to the
Company during the year and till date, in determining the nature, timing and extent of our
audit procedures.
(xv) According to the information & explanations given to us and based on our examination of the
records of the Company, the Company has not entered into any non-cash transactions with
directors or persons connected to its directors and hence the provisions of Section 192 of the
Companies Act, 2013 are not applicable to the Company.
(xvi) (a) & (b) In our opinion, the Company is not required to be registered under Section 45-1(A) of
the Reserve Bank of India Act, 1934. Hence reporting under clause 3(xvi)(a) & (b) of the Order is
not applicable.
(c) & (d) The Company is not a Core Investment Company (CIC) as defined in the regulations made
by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) & (d) of the Order is not applicable.
(xvii) The Company has not incurred cash losses during the financial year covered by our audit and
during the immediately preceding financial year.
(xviii)There has been no resignation of the Statutory auditors of the Company during the year.
Accordingly clause 3(xviii) of the Order is not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial
ratios, ageing and expected dates of realization of financial assets and payment of financial
liabilities, other information accompanying the financial statements, our knowledge of the Board
of Directors and management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report that the company is not capable of meeting
its liabilities existing at the date of balance sheet as and when they fall due within a period of
one year from the balance sheet date. We, however, state that this is not an assurance as to
the future viability of the company. We further state that our reporting is based on the facts

65
Rishiroop Limited 39th Annual Report 2023-2024

up to the date of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will get discharged
by the company as and when they fall due.
(xx) In our opinion and according to the information and explanations given to us, there is no unspent
amount under Sub-Section (5) of Section 135 of the Companies Act, 2013 pursuant to any project.
Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For Jayesh Dadia & Associates LLP

Chartered Accountants
Firm’s Registration No. 121142W / W100122

Rahil Dadia
Partner
Membership No. 143181
Place of Signature: Mumbai

Date: May 21, 2024

UDIN: 24143181BKDFLD5148

66
 Annexure - B to the Independent Auditor’s Report
Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the
Companies Act, 2013 (“the Act”) referred to in paragraph 2 (f) on Report on Other Legal and
Regulatory Requirements of our report.
Opinion
We have audited the internal financial controls over financial reporting with reference to the standalone
financial statements of Rishiroop Limited (“the Company”) as of 31st March, 2024 in conjunction with
our audit of the standalone financial statements of the Company for the year ended on that date.
In our opinion the Company has in all material respects, an adequate internal financial controls system
over financial reporting and such internal financial controls over financial reporting were operating
effectively as at 31st March 2024, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute
of Chartered Accountants of India.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).
These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013,
to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of
internal financial controls over financial reporting included obtaining an understanding of internal
financial controls over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks
of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
financial control over financial reporting includes those policies and procedures that (1) pertain to

67
Rishiroop Limited 39th Annual Report 2023-2024

the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including
the possibility of collusion or improper management override of controls, material misstatements due
to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods are subject to the risk that the internal
financial control over financial reporting may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.

For Jayesh Dadia & Associates LLP

Chartered Accountants
Firm’s Registration No. 121142W / W100122

Rahil Dadia
Partner
Membership No. 143181
Place of Signature: Mumbai

Date: May 21, 2024

UDIN: 24143181BKDFLD5148

68
BALANCE SHEET AS AT 31st MARCH, 2024
(` in Lakhs)
Particulars Note As at As at
No. 31-03-2024 31-03-2023
` `
ASSETS
1. Non Current Assets
a) Property, Plant and Equipment 3 223.96 216.82
b) Intangible Assets 3 0.33 0.50
c) Financial Assets
- Investments 4 9,234.94 5,836.23
- Other Financial Assets 5 8.23 17.06
9,467.46 6,070.61
2. Current Assets
a) Inventories 6 917.43 1,041.45
b) Financial Assets
- Investments 7 1,937.67 2,583.08
- Trade Receivables 8 1,062.74 1,277.78
- Cash and Cash Equivalents 9 209.99 290.76
- Bank Balance other than Cash and Cash Equivalents 10 26.58 28.67
- Other Financial Assets 11 26.42 23.50
c) Other Current Assets 12 70.17 85.87
d) Current Tax Assets (Net) 33.21 5.80
4,284.21 5,336.91
Total 13,751.67 11,407.52
EQUITY AND LIABILITIES
EQUITY
a) Equity Share Capital 13 916.36 916.36
b) Other Equity 14 11,391.46 9,114.42
12,307.82 10,030.78
LIABILITIES
1. Non-Current Liabilities
a) Financial Liabilities
- Lease Liability 15 36.31 1.35
b) Deferred Tax Liability 16 327.22 175.49
c) Provisions 17 81.55 75.22
445.08 252.06
2. Current Liabilities
a) Financial Liabilities
- Trade Payables 18
i) Total outstanding dues of micro enterprises and small - -
enterprises
ii) Total outstanding dues of creditors other than micro 875.89 1,002.58
enterprises and small enterprises
- Lease Liability 15 19.60 22.48
- Other Financial Liabilities 19 60.97 58.49
b) Other Current Liabilities 20 28.69 28.80
c) Provisions 21 13.62 12.33
d) Current Tax Liabilities ( Net ) - -
998.77 1,124.68
Total 13,751.67 11,407.52
Significant Accounting Policies and Notes are
an integral part of the Financial Statements 1 to 59
As per our report attached of even date For and on behalf of the Board
Arvind Kapoor Chairman
For Jayesh Dadia & Associates LLP DIN : 00002704
Chartered Accountants
Aditya Kapoor Managing Director
DIN : 00003019
Rahil Dadia
Partner Hemant Vakil Independent Director
Membership No. :- 143181 DIN : 00005072
Place : Mumbai Agnelo Fernandes Company Secretary &
Dated : 21st May, 2024 Compliance Officer
Mittal Savla Chief Financial Officer

69
Rishiroop Limited 39th Annual Report 2023-2024

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2024
(` in Lakhs)
Particulars Note For the For the
No. Year ended Year ended
31-03-2024 31-03-2023
` `
Revenue
I) Revenue From Operations 22 7,667.14 8,870.48
II) Other Income 23 2,172.58 143.98
III) Total Revenue ( I + II ) 9,839.72 9,014.46
Expenses
Cost of Materials Consumed 24 1,762.32 2,101.65
Purchases of Stock-In-Trade 25 4,228.54 4,784.54
Changes In Inventories of Finished Goods
Work -In- Progress and Stock-In Trade 26 208.73 150.14
Employee Benefits Expense 27 432.28 415.06
Finance Costs 28 15.69 17.82
Depreciation and Amortization Expense 3 63.81 78.61
Other Expenses 29 330.52 378.91
IV) Total Expenses 7,041.89 7,926.73
V) Profit / ( Loss ) Before Tax ( III - IV ) 2,797.83 1,087.73
VI) Exceptional Items - -
VII) Profit / ( Loss ) After Exceptional Items ( V + VI ) 2,797.83 1,087.73
VIII) Tax Expenses
- Current Tax 245.00 263.00
- Deferred Tax 16 152.19 22.13
- Prior Period Tax Adjustment -15.24 -7.48
Total Tax Expenses 381.95 277.65
IX) Profit for the year ended ( VII - VIII ) 2,415.88 810.08
X) Other Comprehensive Income
A) (i) Item that will not be reclassified to profit & loss -1.69 -4.28
(ii) Income tax relating to item that will not be reclassified to 0.43 1.08
profit & loss
B) (i) Item that will be reclassified to profit & loss -0.15 -14.98
(ii) Income tax relating to item that will be reclassified to profit 0.03 3.42
& loss
Total Other Comprehensive Income -1.38 -14.76
XI) Total Comprehensive Income for the year ended ( IX + X ) 2,414.50 795.32
XII) Earnings per Equity Share (EPS) 30
Basic (in `) 26.36 8.84
Diluted (in `) 26.36 8.84
Significant Accounting Policies and Notes are
an integral part of the Financial Statements 1 to 59

As per our report attached of even date For and on behalf of the Board
Arvind Kapoor Chairman
For Jayesh Dadia & Associates LLP DIN : 00002704
Chartered Accountants
Aditya Kapoor Managing Director
DIN : 00003019
Rahil Dadia
Partner Hemant Vakil Independent Director
Membership No. :- 143181 DIN : 00005072
Place : Mumbai Agnelo Fernandes Company Secretary &
Dated : 21st May, 2024 Compliance Officer
Mittal Savla Chief Financial Officer

70
STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31st MARCH, 2024
(` in Lakhs)
Particulars As at As at
31-03-2024 31-03-2023
` `
Cash Flow From Operating Activities :
Net Profit before Taxes 2,797.83 1,087.73
Adjusted for-
-Depreciation 63.81 78.61
-Notional Interest Income on Ind AS adjustment (0.61) (0.88)
-Notional Rent Expenses - Ind AS adjustment 0.59 0.92
-(Gain)/Loss on Fair Value of Forward Contracts (0.49) 2.26
-(Gain)/Loss on Fair Value of Investments (1,837.56) (83.26)
-Dividend Income (1.24) (1.57)
-Interest Income (65.18) (51.86)
-Short Term (Gain)/Loss on sale of Investments (22.25) 0.02
-Long Term (Gain)/Loss on sale of Investments (215.62) (0.80)
-Interest paid on Lease Liability 2.48 2.82
-Provision for Doubtful Debts - 3.23
-Profit on Sale of Property, Plant & Equipments (3.51) -
-Items not reclassified to Profit & Loss Account (1.69) (4.28)
-Fair Value of Lease Liability (0.54) (0.32)
-Unrealized Foreign Exchange (Gain) / Loss 2.90 (1.63)
(2,078.90) (56.74)

Operating profit before working capital changes 718.93 1,030.99

Adjusted for
-(Increase) / Decrease in Inventories 124.02 566.91
-(Increase) / Decrease in Receivables / Advances 251.03 253.50
-Increase / (Decrease) in Trade Payables, Liabilities & Provisions (119.44) (185.84)
255.61 634.57
Cash generated from Operations 974.54 1,665.56
Less:- Taxes paid (257.16) (261.63)
Net Cash from Operating Activities ( A ) 717.38 1,403.93
Cash Flow From Investing Activities :
-Proceeds from Disposal of Property, Plant & Equipment 4.89 -
-Purchase of Property, Plant & Equipment, Intangible Assets (20.00) (4.34)
-Investment in / Realisation of Margin Money for LC - 22.53
-Interest received 59.04 49.85
-Dividend received 1.24 1.57
-Purchase of Investments (3,586.84) (1,512.68)
-Sale of Investments 2,903.02 198.03
Net cash (used in)/from Investing Activities ( B ) (638.64) (1,245.05)
Cash Flow From Financing Activities :
-Payment of Lease Liability (22.05) (23.47)
-Dividends paid (137.45) (137.45)
Net cash (used in)/ from Financing Activities ( C ) (159.50) (160.93)
Net Increase / (Decrease) In Cash And Cash Equivalents ( A + B + C ) (80.77) (2.04)
Cash & Cash Equivalents as at the beginning of the year 290.76 292.80
Cash & Cash Equivalents as at the end of the year 209.99 290.76
(80.77) (2.04)
As per our report attached of even date For and on behalf of the Board
Arvind Kapoor Chairman
For Jayesh Dadia & Associates LLP DIN : 00002704
Chartered Accountants
Aditya Kapoor Managing Director
DIN : 00003019
Rahil Dadia
Partner Hemant Vakil Independent Director
Membership No. :- 143181 DIN : 00005072
Place : Mumbai Agnelo Fernandes Company Secretary &
Dated : 21st May, 2024 Compliance Officer
Mittal Savla Chief Financial Officer

71
72
Statement of change in Equity for the Year Ended 31St March, 2024
A Equity Share Capital (` in Lakhs)
Balance as at 1st April, 2023 916.36
- Change in Equity Share Capital during the year
Balance as at 31st March, 2024 916.36
Rishiroop Limited

B Other Equity (₹ in Lakhs)

Reserves and Surplus Other Comprehensive
Income
Particulars Capital General Capital Retained Fair value Fair value Total
Reserve Securities Reserve Redemption Earnings of defined of Debt
Premium Reserve benefit plans Instruments
1 Balance as at 1st April, 2022 108.71 872.16 1,265.00 315.61 5,891.63 -29.71 33.14 8,456.55
Profit for the year 810.07 810.07
Other comprehensive income for the year -3.20 -11.55 -14.75
(net of income tax)
Dividends paid -137.45 -137.45
Premium paid on Buy-Back of Equity Shares -
Tax on Buy back Equity Shares -
Transfer to General Reserve 50.00 -50.00 -
39th Annual Report 2023-2024

Transfer to Capital Redempion Reserve -

Balance as at 31st March, 2023 108.71 872.16 1,315.00 315.61 6,514.25 -32.91 21.59 9,114.42

2 Balance as at 1st April, 2023 108.71 872.16 1,315.00 315.61 6,514.25 -32.91 21.59 9,114.42
Profit for the year 2,415.88 2,415.88
Other comprehensive income for the year -1.26 -0.12 -1.38
(net of income tax)
Dividends paid -137.45 -137.45
Premium paid on Buy-Back of Equity Shares -
Tax on Buy back Equity Share -
Transfer to General Reserve 50.00 -50.00 -
Transfer to Capital Redempion Reserve -
Balance as at 31st March, 2024 108.71 872.16 1,365.00 315.61 8,742.67 -34.17 21.47 11,391.46
As per our report attached of even date For and on behalf of the Board
Arvind Kapoor Chairman
For Jayesh Dadia & Associates LLP DIN : 00002704
Chartered Accountants
Aditya Kapoor Managing Director
DIN : 00003019
Rahil Dadia Hemant Vakil Independent Director
Partner
Membership No. :- 143181 DIN : 00005072
Agnelo Fernandes Company Secretary &
Place : Mumbai Compliance Officer
Dated : 21st May, 2024 Mittal Savla Chief Financial Officer
Notes to the Financial Statements for the period ended 31st March, 2024
1 Company Overview :
Rishiroop Limited (“the Company”) is a public company domiciled and headquartered in India. It is
incorporated under the Companies Act, 1956 and its shares are listed on the Bombay Stock Exchange
(BSE). The Company is primarily engaged in the manufacturing of PVC – NBR blends and trading of
polymers. The Company has manufacturing facilities in the state of Maharashtra. The Company has
operations in India and caters to both domestic and international markets.
1.1 Approval for issue :
The Board of Directors approved the standalone financial statement for the year ended March 31, 2024
and authorised for issue on May 21, 2024.
2 Significant Accounting Policies :
This note provides a list of the significant accounting policies adopted in the preparation of these
financial statements. These policies have been consistently applied to all the periods presented, unless
otherwise stated.
2.1 Basis of Preparation and Presentation of Financial Statements & Use of Estimates :
The financial statements of the Company have been prepared in accordance with Indian Accounting
2.1.1 
Standards (Ind AS) as prescribed under Section 133 of the Act to be read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment
Rules, 2016, the relevant provisions of the Companies Act, 2013 (“The Act:) and guidelines issued by the
Securities & Exchange Board of India.
The Company’s Financial Statements for the year ended 31st March, 2024 comprises of the Balance
Sheet, Statement of Profit and Loss, Cash Flow Statement, Statement of Changes in Equity and the Notes
to Financial Statements.
The preparation of financial statements, in conformity with generally accepted accounting principles
2.1.2 
(GAAP) requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, Income and expenses and disclosure of contingent liabilities at the date of the financial
statements. Although these estimates are based upon management’s best knowledge of current events
and actions, actual results could differ from these estimates. Underlying estimates are reviewed on an
ongoing basis. Any revision to accounting estimates is recognised prospectively in current and future
periods.
The financial statements have been prepared on a historical cost basis, except for the following assets
2.1.3 
and liabilities:
(i) Derivative Financial Instruments measured at fair value.
(ii) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding
financial instruments)
(iii) Assets held for sale - measured at the lower of its carrying amount and fair value less costs to sell;
and
(iv) Employee's Defined Benefit Plan as per actuarial valuation at every year end.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date under current market conditions,
regardless of whether that price is directly observable or estimated using another valuation technique.
In determining the fair value of an asset or a liability, the Company takes into account the characteristics
of the asset or liability if market participants would take those characteristics into account when pricing
the asset or liability at the measurement date.
2.2 Functional and presentation Currency :
The financial statements are presented in Indian Rupees, which is the functional currency of the Company
and the currency of the primary economic environment in which the Company operates.

73
Rishiroop Limited 39th Annual Report 2023-2024

2.3 Revenue recognition :

2.3.1 The Company earns revenue primarily from Manufacture, Sale of goods, rendering services.
Effective April 1, 2018, the Company has applied Ind AS 115 which establishes a comprehensive framework
for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS
18 Revenue. The Company has adopted Ind AS 115 using the cumulative effect method. The effect of
initially applying this standard is recognised at the date of initial application (i.e. April 1, 2018).
2.3.2 Revenue is recognised upon transfer of control of promised products or services to customers in an
amount that reflects the consideration which the Company expects to receive in exchange for those
products or services.
Revenue from the sale of goods is recognised at the point in time when
• Control is transferred to the customer.
• The company retains neither continuing managerial involvement to the degree usually associated
with ownership nor effective control over the goods sold.
• The amount of revenue can be measured reliably.
2.3.3 Revenue is measured based on the transaction price, which is the consideration, adjusted for price
concessions also excludes taxes collected from customers.
2.3.4 Use of significant judgements in revenue recognition
1. The Company’s order from customers could include promises to transfer products and services to a
customer. The Company assesses the products / services promised in a order and identifies distinct
performance obligations in the contract. Identification of distinct performance obligation involves
judgement to determine the deliverables and the ability of the customer to benefit independently
from such deliverables.
2. The Company uses judgement to determine an appropriate standalone selling price for a performance
obligation. The Company allocates the transaction price to each performance obligation on the
basis of the relative standalone selling price of each distinct product or service promised in order.
2.3.5 Dividend and interest income :
Dividend income from investment is recognized when the company's right to receive payment has been
established.
Interest income from a financial asset is recognized when it is probable that the economic benefit will
flow to the Company and the amount of income can be measured reliably. Interest income is accrued on
time basis, by reference to the principal outstanding and at the effective interest rate applicable.
2.4 Inventories :
Inventories are valued, after providing for obsolescence, as under:
Raw materials, stores, spares, packing materials, loose tools and traded goods at weighted average cost
2.4.1 
or net realizable value, whichever is lower.
2.4.2 Imports in transit are valued at purchase cost.
Work-in-progress at weighted average cost including conversion cost or net realizable value, whichever
2.4.3 
is lower.
Finished goods and Goods in transit at weighted average cost including conversion cost and Custom Duty,
2.4.4 
GST & Taxes paid / payable on such goods or net realizable value, whichever is lower.
2.5  Classification of Assets and Liabilities into Current / Non - Current :
The Company has ascertained its operating cycle as twelve months for the purpose of Current / Non-
Current classification of its Assets and Liabilities.

74
 For the Purpose of Balance Sheet, an asset is classified as current if :
(i) It is expected to be realized, or is intended to be sold or consumed, in the normal operating cycle;
or
(ii) It is held primarily for the purpose of trading; or
(iii) It is expected to realize the asset within twelve months after the reporting period; or
(iv) The asset is a cash or cash equivalent unless it is restricted from being exchanged or used to settle
a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
Similarly, a liability is classified as current if:
(i) It is expected to be settled in the normal operating cycle; or
(ii) It is held primarily for the purpose of trading; or
(iii) It is due to be settled within twelve months after the reporting period; or
(iv) The Company does not have an unconditional right to defer the settlement of the liability for at least
twelve months after the reporting period. Terms of a liability that could result in its settlement by
the issue of equity instruments at the option of the counterparty does not affect this classification.
All other liabilities are classified as non-current.
2.6 Property, Plant and Equipment :
For transition to Ind AS, the Company has elected to continue with the carrying value of its property,
plant and equipment recognized as at 1st April, 2016 (transition date) measured as per the previous
GAAP and use that carrying value as its deemed cost as of the transition date.
Cost includes purchase price, inward freight, taxes and expenses incidental to acquisition and installation,
up to the point the asset is ready for its intended use. Own manufactured asset are capitalized at
factory cost. Certain project related direct expenses, incurred at site for the period upto the date of
commencement of commercial production are capitalized.
Depreciation and Amortisation :
Depreciation on Fixed Assets have been provided on the following basis.
a) Written Down Value basis at the rates and in the manner prescribed under Schedule II of Companies
Act, 2013.
b) Lease Hold Land is being amortized over the period of lease. Leasehold building improvements are
written off over the period of lease or their estimated useful life whichever is lower, on a straight
line basis.
c) Residual value of the assets is estimated at 5% of cost. The useful lives of the assets of the Company
are as follows:-
Asset Useful lives
Leasehold land Over lease period
Factory Buildings 30 years
Plant & equipment 15 years
Office equipment 5 years
Electricals and Lab equipment 10 Years
Furniture and fixtures 10 years
Vehicles 8 years
Computers 3 years

75
Rishiroop Limited 39th Annual Report 2023-2024

When an asset is scrapped or otherwise disposed off, the cost and related depreciation are removed
from the books and the resultant profit or loss (including capital profit), if any, is reflected in the
statement of profit and loss.
The estimated useful life and residual value is reviewed at the end of each reporting period, with
the effect of any changes in estimate being accounted for on a prospective basis.
2.6.1 Intangible Assets :
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated
amortization. Amortization is recognized on a straight line basis over their estimated useful lives of 3
years, which reflects the pattern in which the asset’s economic benefits are consumed. The estimated
useful life, the amortization method and the amortization period are reviewed at the end of each
reporting period, with effect of any change in estimate being accounted for on a prospective basis.
An intangible asset is derecognized on disposal or when no future economic benefits are expected from
use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the
difference between the net disposal proceeds and the carrying amount of the asset, and are recognised
in the profit or loss when the asset is derecognised.
2.7 Non - current assets held for sale :
Non - current assets are classified as held for sale if their carrying amount will be recovered principally
through a sale transaction rather than through continuing use. This condition is regarded as met only
when the asset is available for immediate sale in its present condition subject only to terms that are
usual and customary for sales of such asset and its sale is highly probable.
Non - current assets classified as held for sale are measured at the lower of their carrying amount and
fair value less costs to sell.
Non - current assets held for sale are disclosed under "Other Non-Current Assets".
2.8 Impairment of tangible and intangible assets other than goodwill :
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and
intangible assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any). When it is not possible to estimate the
recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash
generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount.
An impairment loss is recognized immediately in profit and loss.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss
is recognized immediately in profit and loss.
2.9 Financial Instrument :
Financial assets and financial liabilities are recognized when the Company becomes a party to the
contractual provisions of the instruments.
2.9.1 Financial asset
All regular way purchases or sales of financial assets are recognized and de-recognized on a trade date

76
 basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the time frame established by regulation or convention in the marketplace.
All recognized financial assets are subsequently measured in their entirety at either amortized cost or
fair value, depending on the classification of the financial assets.
2.9.1.1 Financial assets at amortised cost
Financial assets are subsequently measured at amortised cost if these financial assets are held within
a business whose objective is to hold these assets in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
2.9.1.2 Financial assets at Fair Value through Profit and Loss ( FVTPL)
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains
or losses arising on re-measurement recognized in profit and loss. The net gain or loss recognized in
profit and loss incorporates any dividend or interest earned on the financial asset and is included in the
’Other Income / Other expenses’ line item. Dividend on financial assets at FVTPL is recognized when
the Company’s right to receive the dividends is established, it is probable that the economic benefits
associated with the dividend will flow to the entity and the amount of dividend can be measured
reliably.
2.9.1.3 Financial assets at Fair Value through Other Comprehensive Income ( FVTOCI)
Financial assets at FVTOCI are measured at fair value through other comprehensive income if these
financial assets are held within a business whose objective is to hold these assets in order to collect
contractual cash flows and the contractual terms of the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding and
selling financial assets.
The company has made an irrevocable election to present subsequent change in the fair value of Debt
instruments not held for trading in other comprehensive income.
2.9.1.4 Impairment of financial assets
The Company applies the expected credit loss model for recognizing impairment loss on financial assets
measured at amortized cost, lease receivables, trade receivables, other contractual rights to receive
cash or other financial asset, and financial guarantees not designated as at FVTPL.
For trade receivables or any contractual rights to receive cash or another financial assets that results
from transactions that are within the scope of Ind AS 18, the Company always measures their allowances
at an amount equal to lifetime expected credit losses.
Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivable,
the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss
allowance is computed based on a provision matrix which takes into account historical credit loss
experience and adjusted for forward-looking information.
2.9.1.5 Derecognition of financial assets
The Company de-recognizes a financial asset when contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership
of the asset to another party. If the Company neither transfers nor retains substantially all the risks
and rewards of ownership and continues to control the transferred asset, the Company recognizes
its retained interest in the asset and an associated liability for amounts it may have to pay. If the
Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the
Company continues to recognize the financial asset and also recognizes a collateralized borrowing for
the proceeds received.
2.9.1.6 Foreign exchange gains and losses
The fair value of financial assets denominated in a foreign currency is determined in that foreign
currency and translated at the spot rate at the end of each reporting period.

77
Rishiroop Limited 39th Annual Report 2023-2024

For foreign currency denominated financial assets measured at amortized cost and FVTPL, exchange
differences are recognized in profit and loss, except for those which are designated as hedging
instruments in a hedging relationship.
2.9.2 Financial liabilities
Financial liabilities are subsequently measured at amortized cost or at FVTPL.
2.9.2.1 Financial liabilities at FVTPL
Financial liabilities such as derivative that is not designated and effective as a hedging instrument are
classified as at FVTPL.
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement
recognized in profit and loss. The net gain or loss recognized in profit and loss is included in the ‘Other
Income/ Other Expenses’ line item.
2.9.2.2 Financial liabilities subsequently measured at amortized cost
Financial liabilities that are not held for trading and are not designated as at FVTPL are measured at
cost.
2.9.2.3 Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortized cost
at the end of each reporting period, the foreign exchange gains or losses are determined based on the
amortized cost of the instruments and are recognized in ‘Other Income / Other Expenses’.
The fair value of financial liabilities denominated in foreign currency is determined in that foreign
currency and translated at the spot rate at the end of the reporting period. For financial liabilities that
are measured at FVTPL, the foreign exchange component forms part of the fair value gains or losses and
is recognized in profit and loss.
2.9.2.4 Derecognition of financial liabilities
The Company de-recognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or have expired.
Derivative financial instruments
The Company enters into foreign exchange forward contracts to manage its exposure of foreign exchange
rate risks.
Derivatives are initially recognized at fair value at the date the derivative contracts are entered into
and are subsequently remeasured to their fair value at the end of each reporting period. The resulting
gain or loss is recognized in profit and loss immediately.
2.10 Contingent Liabilities and Contingent Assets :
Contingent liability is disclosed in the case of:
i) a present obligation arising from a past event, when it is not probable that an outflow of resources
will be required to settle the obligation
ii) a present obligation when no reliable estimate is possible, and
iii) a possible obligation, arising from past events where the probability of outflow of resources is not
remote.
Contingent assets are neither recognized nor disclosed. Contingent liabilities and contingent assets are
reviewed at each balance sheet date and updated / recognized as appropriate.
2.11 Borrowing Cost :
As per Indian Accounting Standard 23 (Ind AS 23) on “Borrowing Costs” borrowing costs that are -
(a) directly attributable to the acquisition, construction, production of a qualifying asset are capitalized
as a part of cost of such asset till the time the asset is ready for its intended use and;

78
 (b) not directly attributable to qualifying assets are determined by applying a weighted average rate
and are capitalized as a part of the cost of such qualifying asset till the time the asset is ready for
its intended use.
Remaining borrowing costs are recognized as an expense in the period in which they are incurred.
A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its
intended use or sale.
2.12 Lease :
Company as a lessee
The Company recognizes right-of-use asset representing its right to use the underlying asset for the
lease term at the lease commencement date. The cost of the right of-use asset measured at inception
shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease
payments made at or before the commencement date less any lease incentives received, plus any initial
direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing
the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use
assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment
losses, if any and adjusted for any re-measurement of the lease liability. The right-of-use assets are
depreciated using the straight-line method from the commencement date over the shorter of lease term
or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on
the same basis as those of property, plant and equipment. Right of-use assets are tested for impairment
whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss,
if any, is recognized in the statement of profit and loss.
The Company measures the lease liability at the present value of the lease payments that are not paid
at the commencement date of the lease. The lease payments are discounted using the interest rate
implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined,
the company uses incremental borrowing rate. The lease payments shall include fixed payments,
variable lease payments, residual value guarantees, exercise price of a purchase option where the
company is reasonably certain to exercise that option and payments of penalties for terminating the
lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease
liability is subsequently re-measured by increasing the carrying amount to reflect interest on the lease
liability, reducing the carrying amount to reflect the lease payments made and re-measuring the carrying
amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease
payments.
The Company recognizes the amount of the re-measurement of lease liability due to modification as
an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature
of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is
a further reduction in the measurement of the lease liability, the Company recognizes any remaining
amount of the re-measurement in statement of profit and loss.
The Company has elected not to apply the requirements of Ind AS 116 - Leases to short term leases of
all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low
value. The lease payments associated with these leases are recognized as an expense on a straight-line
basis over the lease term.
2.13 Foreign Currencies :
Items included in the financial statements are measured using the currency of the primary economic
environment in which the company operates ('the functional currency'). These financial statements are
presented in Indian rupee which is the Company's functional and presentation currency. Transactions in
currencies other than the Company's functional currency (foreign currencies) are recognized at the rate
of exchange prevailing at the dates of transactions. At the end of each reporting period monetary item
denominated in foreign currencies are translated at the rates prevailing at that date.
Changes in fair value of forward contracts designated as fair value hedge are recognised in the statement
of profit and loss.

79
Rishiroop Limited 39th Annual Report 2023-2024

2.14 Employee Benefits :

2.14.1 Post - Employment Benefits
2.14.1.1Defined Contribution Plans:
Defined contribution plan consists of Government Provident Fund Scheme and Employee State Insurance
scheme. Company’s contribution paid/payable during the year under these schemes are recognized as
expense in the statement of Profit and Loss. There are no other obligations other than the contribution
made by the company.
2.14.1.2 Defined Benefit Plans:
For defined benefit retirement plans (i.e. gratuity ) the cost of providing benefits is determined using
the projected unit credit method, with independent actuarial valuations being carried out at the end of
each annual reporting period. Re-measurement, comprising actuarial gains and losses, the effect of the
changes to the asset ceiling and the return on plan assets(excluding interest), is reflected immediately
in the statement of financial position with a charge or credit recognized in other comprehensive income
in the year in which they occur. Defined benefit costs are categorized as follows:
> service cost ( including current service cost, past service cost, as well as gains and losses on
curtailments and settlements);
> net interest expense or income; and
> re-measurement
2.14.2 Compensated Absences ( Leave Salary )
Compensated absences which accrue to employees and which are expected to be availed within twelve
months immediately following the year end are reported as expenses during the year in which the
employee performs the service that the benefit covers and the liabilities are reported at the undiscounted
amount of the benefit, and where the availment or encashment is otherwise not expected to wholly
occur within the next twelve months, the liability on account of the benefit is actuarially determined
using the projected unit credit method.
2.15 Provisions :
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result
of a past event, it is probable that the Company will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the
present obligation at the end of the reporting period, taking into account the risks and uncertainties
surrounding the obligation.
When some or all of the economic benefits required to settle a provision are expected to be recovered
from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will
be received and the amount of the receivable can be measured reliably.
2.16 Income Taxes :
Income tax expenses comprise current tax and deferred tax charge or credit.
Current Tax is measured on the basis of estimated taxable income for the current accounting period
in accordance with the applicable tax rates and the provisions of the Income-tax, 1961 and other
applicable tax laws.
Deferred tax is provided, on all temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and
liabilities are measured at tax rates that are expected to be applied to the temporary differences when
they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.
Tax relating to items recognized directly in equity or OCI is recognized in equity or OCI and not in the
statement of Profit and Loss. MAT Credits are in the form of unused tax credits that are carried forward
by the Company for a specified period of time, hence it is grouped with deferred Tax asset.

80
 Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority, but they intend
to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized
simultaneously.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be
available against which the temporary difference can be utilized. Deferred tax assets are reviewed at
each reporting date and are reduced to the extent that it is no longer probable.
2.17 Earnings Per Share :
The basic Earnings Per Share ("EPS") is computed by dividing the net profit / (loss) after tax for the year
attributable to the Equity shareholders, by the weighted average number of equity shares outstanding
during the year.
For the purpose of calculating diluted earnings per share, net profit /(loss) after tax for the year
attributable to the equity shareholders and the weighted average number of equity shares outstanding
during the year are adjusted for the effects of all dilutive potential equity shares.
2.18 Critical Accounting Judgements and Key Sources of Estimation Unertainty :
The preparation of the Company's financial statements requires management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods.
2.18.1 Critical judgments in applying accounting policies
In the process of applying the Company's accounting policies, management has made the following
judgments, which have the most significant effect on the amounts recognized in the financial statements.
2.18.2 Key assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amount
of assets and liabilities within the next financial year, are described below. The Company based its
assumptions and estimates on parameters available when the financial statements were prepared.
existing circumstances and assumptions about future developments, however, may change due to
market changes or circumstances arising that are beyond the control of the Company. Such changes are
reflected in the assumptions when they occur.
2.18.3 Useful Lives of Property, Plant and Equipment
The Company uses its technical expertise along with historical and industry trends for determining
the economic life of an asset / component of an asset. The useful lives are reviewed by management
periodically and revised, if appropriate. In case of a revision, the unamortized depreciable amount is
charged over the remaining useful life of the assets.
2.18.4 Fair value measurement of financial instruments
Fair value of financial assets and liabilities is normally determined by references to the transaction
price. If the fair value is not reliably determinable, the company determines the fair value using
valuation techniques that are appropriate in the circumtances and for which sufficient data are available,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
2.18.5 Defined benefit plans
The cost of the defined benefit gratuity plan and other post - employment medical benefits and the
present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation
involves making various assumptions that may differ from actual developments in the future. These
include the determination of the discount rate, future salary increases and mortality rates. Due to the
complexities involved in he valuation and its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

81
82
3 Property, Plant and Equipments & Other Intangible Assets
(` in Lakhs)
Particulars GROSS BLOCK DEPRECIATION NET BLOCK
Balance as at Additions Deductions/ Balance as at Balance as at Depreciation Deductions/ Balance as at Balance as at Balance as at
01/04/2023 Adjustments 31/03/2024 01/04/2023 Adjustments 31/03/2024 31/03/2024 31/03/2023
Rishiroop Limited

` ` ` ` ` ` ` ` ` `
Lease Hold Land 0.73 - - 0.73 0.08 0.01 - 0.09 0.64 0.65
Free Hold Land 4.01 - - 4.01 - - - - 4.01 4.01
Building 29.35 - - 29.35 20.68 0.43 - 21.11 8.24 8.67
Plant & Machinery 180.26 - - 180.26 120.97 7.70 - 128.67 51.59 59.28
Furniture & Fixtures 9.41 - - 9.41 7.61 0.20 - 7.81 1.59 1.80
Electrical Installations 14.51 - - 14.51 7.88 1.55 - 9.43 5.08 6.63
Office Equipments 5.18 - - 5.18 3.95 0.46 - 4.41 0.77 1.23
Laboratory Equipments 48.87 - - 48.87 41.06 1.97 - 43.03 5.84 7.81
Other Equipments 7.84 2.80 - 10.64 5.46 1.19 - 6.66 3.98 2.37
Computers 16.54 - - 16.54 15.05 0.37 - 15.42 1.12 1.49
39th Annual Report 2023-2024

Vehicles 141.99 17.20 14.27 144.91 70.02 24.30 12.89 81.43 63.49 71.97
Solar System 37.67 - - 37.67 9.75 5.05 - 14.81 22.86 27.91
Right to Use Assets 45.64 60.20 38.61 67.24 22.65 20.41 30.56 12.50 54.75 23.00
Total 541.99 80.21 52.88 569.32 325.16 63.64 43.45 345.86 223.96 216.82
Previous Year 499.42 42.56 - 541.99 246.66 78.51 - 325.16 216.82
Intangible Assets (IA)
Softwares 0.60 - - 0.60 0.10 0.17 0.27 0.33 0.50
Total (IA) 0.60 - - 0.60 0.10 0.17 - 0.27 0.33 0.50
Previous Year - 0.60 - 0.60 - 0.10 - 0.10 0.50 -
 (` in Lakhs)
Particulars GROSS BLOCK DEPRECIATION NET BLOCK
Balance as at Additions Deductions/ Balance as at Balance as at Depreciation Deductions/ Balance as at Balance as at Balance as at
01/04/2022 Adjustments 31/03/2023 01/04/2022 Adjustments 31/03/2023 31/03/2023 31/03/2022
` ` ` ` ` ` ` ` ` `
Lease Hold Land 0.73 - - 0.73 0.07 0.01 - 0.08 0.65 0.66
Free Hold Land 4.01 - - 4.01 - - - - 4.01 4.01
Building 29.35 - - 29.35 20.20 0.48 - 20.68 8.67 9.15
Plant & Machinery 177.42 2.84 - 180.26 111.53 9.45 - 120.97 59.28 65.89
Furniture & Fixtures 9.17 0.24 - 9.41 7.23 0.38 - 7.61 1.80 1.94
Electrical Installations 14.51 - - 14.51 5.78 2.10 - 7.88 6.63 8.73
Office Equipments 4.95 0.23 - 5.18 3.09 0.86 - 3.95 1.23 1.86
Laboratory Equipments 48.87 - - 48.87 38.41 2.65 - 41.06 7.81 10.46
Other Equipments 7.40 0.43 - 7.84 4.72 0.74 - 5.46 2.37 2.68
Computers 16.54 - - 16.54 13.62 1.43 - 15.05 1.49 2.92
Vehicles 141.99 - - 141.99 37.44 32.57 - 70.02 71.97 104.54
Solar System 37.67 - - 37.67 3.59 6.17 - 9.75 27.91 34.08
Right to Use Assets 6.82 38.82 - 45.64 0.97 21.67 - 22.65 23.00 5.85
Total 499.42 42.56 - 541.99 246.66 78.51 - 325.16 216.82 252.77
Previous Year 376.17 181.92 58.66 499.42 231.61 73.62 58.57 246.66 252.77 -
Intangible Assets (IA)
Softwares - 0.60 - 0.60 - 0.10 - 0.10 0.50 -
Total (IA) - 0.60 - 0.60 - 0.10 - 0.10 0.50 -
Previous Year - - - - - - - - - -

83
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
4 INVESTMENTS (NON-CURRENT) (` in Lakhs)
Particulars As at As at
31-03-2024 31-03-2023
Quantity ` Quantity `
4.1 - Investment in Bonds & NCDs - Fully paid, Measured
at FVTOCI
a) Tax Free Bonds - Quoted
- Housing Urban Development Corporation 13,000 147.54 13,000 149.58
- Rural Electrification Corportation Ltd 10,000 113.10 10,000 114.65
Total (A) 260.64 264.24

b) Taxable Bonds - Quoted

-9.90% ICICI Bank Ltd SR DDE18 Perpetual - - 2 20.16
-8.70% Bank of Baroda SR X NCD Perpetual 6 59.91 6 60.51
- 8.20% India Grid Trust 5,000 53.30 - -
Total (B) 113.21 80.67

c) Taxable NCDs - Quoted

- 9.21% 360 One Prime Ltd. 2,375 23.72 - -
- 9.57% IIFL Samasta Finance Ltd. 5,000 50.00 - -
- 8.40% Cholamandalam Invt. & Fin. Co. Ltd. 5,000 51.20 - -
- 8.75% Shriram Finance Ltd. 40 40.15 - -
- 11.75% Wockhardt Ltd. 17 17.00 50 45.00
- 9.10% Mahindra & Mahindra Fin. Services Ltd. - - 10,000 100.00
- 8.75% Muthoot Finance Ltd. 593 5.86 - -
- 9.15% Muthoot Fincorp Ltd. 2,500 25.00 - -
- 9.84% Incred Financial Services Ltd. 500 5.00 - -
- 9.05% Piramal Enterprises Ltd. 1,000 10.00 - -
- 8.88% Indiabull Housing Finance Ltd. 2,500 25.00 - -
Total (C) 252.93 145.00

d) Taxable NCDs - Unquoted

-13.42% Chayadeep Properties Pvt. Ltd. 20 200.00 - -
Total (D) 200.00 -

4.2 - Investment in Govt. Securities - Quoted, Fully

paid, Measured at FVTOCI
 - 7.54% Govt. Securities 2036 1,00,000 103.49 - -
Total (E) 103.49 - -

4.3 - Investment in Mutual Funds - Quoted, Fully Paid,

Measured at FVTPL
a) Equity Funds
-Aditya Birla SL Digital India Direct -Growth 1,00,085 172.25 82,562 106.09
-Aditya Birla Sunlife Focussed Equity -Growth 1,39,183 167.97 1,39,183 122.67
-Aditya Birla Sunlife PSU Equity Fund Direct -Growth 73,289 24.92 - -
-Axis Focussed 25 Direct -Growth - - 4,28,244 176.44

84
Notes to the Financial Statements for the period ended 31st March, 2024
Particulars As at As at
31-03-2024 31-03-2023
Quantity ` Quantity `
-Axis Bluechip Fund Direct -Growth - - 1,43,184 66.87
-Axis Midcap Direct -Growth - - 3,06,253 223.56
-Axis Smallcap Direct -Growth 88,784 87.13 88,784 61.73
-Axis Nifty Smallcap Direct -Growth 1,82,503 27.31 - -
-BOI AXA Smallcap Direct -Growth - - 1,03,600 28.59
-Canara Robeco Bluechip Equity Direct- Growth 2,22,140 136.75 2,22,140 101.43
-Canara Robeco Emerging Equities- Growth 47,943 114.71 47,943 83.17
-Canara Robeco Flexicap Direct- Growth 79,590 254.98 - -
-DSPBR World Gold Direct-Growth - - 2,40,372 45.45
-DSP Mid Cap Equity Direct- Growth - - 1,38,524 124.05
-Edelweiss US Technology Equity Fund Direct-Growth 1,82,205 43.22 1,82,205 28.22
-Franklin India Smaller Companies Fund Direct- Growth 55,914 92.25 - -
-Franklin FT India Fedder US Opportunities Direct- Growth 39,452 28.39 39,452 19.81
-HDFC Balanced Advantage Direct- Growth 71,061 344.03 14,397 49.61
-HDFC Hybrid Equity Fund- Growth 1,91,058 198.95 1,91,058 161.93
-HDFC Mid Cap Opportunities Fund- Growth 1,04,827 164.39 1,04,827 104.56
-HDFC Flexi Cap Fund Direct- Growth 19,967 347.51 - -
-HDFC Small Cap Fund Direct- Growth 52,050 68.85 - -
-HDFC Index Fund Direct- Growth 8,078 55.56 - -
-HDFC Infrastructure Fund Direct- Growth 47,330 21.32 - -
-HSBC Small Cap Fund Direct- Growth 1,49,322 113.87 - -
-ICICI Prudential Banking & Financial Fund -Growth 2,81,172 301.73 2,81,172 241.95
-ICICI Pru Technology Direct- Growth 77,779 147.15 77,779 112.10
-ICICI Pru Equity & Debt Direct- Growth 21,136 78.39 21,136 55.23
-ICICI Pru Equity Dividend Yeild Direct- Growth 2,05,627 101.35 - -
-ICICI Pru Infrastructure Direct- Growth 37,017 65.67 - -
-Kotak Standard Multicap Fund-Regular Growth - - 1,97,669 104.79
-Kotak Equity Opportunities Direct-Growth 13,229 42.90 13,229 30.10
-Kotak Bluechip Direct- Growth 73,326 408.29 73,326 304.97
-Kotak Small Cap Direct-Growth 16,239 40.81 16,239 29.13
-Kotak Mid Cap Equity Direct- Growth 1,92,453 225.21 1,92,453 161.38
-Kotak Equity Savings Direct- Growth 2,25,117 57.19 - -
-Mirae Assets Emerging Bluechip Fund-Reg.-Growth 1,28,393 165.48 1,28,393 118.79
-Mirae Assets India Equity Direct -Growth - - 1,76,179 148.83
-Mirae Assets India Equity Reg -Growth - - 6,009 4.61
-Motilal Oswal S & P BSE Enhanced Value Index Direct 49,434 10.97 - -
-Growth
-Nippon India Small Cap Fund Direct- Growth 1,67,421 236.44 1,67,421 152.22
-Nippon India Multi Cap Fund Direct- Growth 1,43,330 380.73 - -
-Nippon India Large Cap Fund Direct- Growth 38,099 32.85 - -
-PGIM India Midcap Opportunities Direct- Growth 3,21,352 197.08 3,21,352 150.78
-PGIM India Global Equity Opportunities Direct- Growth - - 73,117 23.70
- PGIM India Diversified Equity Direct -Growth - - 1,44,103 30.24
-Parag Parikh Long Term Equity Direct -Growth 2,92,589 219.06 2,92,589 155.21
-Quant Small Cap Direct- Growth 62,311 153.66 62,311 91.35
-Quant Active Direct- Growth 24,454 162.30 24,454 107.32

85
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
Particulars As at As at
31-03-2024 31-03-2023
Quantity ` Quantity `
-Quant Mid Cap Direct- Growth 32,809 76.52 32,809 45.67
-Quant Absolute Direct- Growth - - 11,985 36.63
-SBI Magnum Midcap Fund -Growth 1,28,834 260.18 1,28,834 183.91
-SBI Healthcare Opportunities Fund- Growth 46,462 159.38 46,462 100.91
-SBI Contra Direct- Growth 25,646 92.71 10,360 25.08
-SBI Large & Midcap Fund Direct- Growth 10,764 59.31 - -
-SBI Nifty Next 50 Index Fund Direct- Growth 2,98,798 49.67 - -
-Tata Infrastructure Fund Direct- Growth 19,748 35.06 - -
-Templeton India Equity Income Direct- Growth 1,44,773 195.38 53,186 50.41
-UTI Nifty Next 50 Index Direct- Growth 1,82,344 40.52 1,82,344 25.19
-UTI Mid Cap Equity Direct- Growth - - 83,027 193.01
-UTI Nifty 500 Value 50 Index Direct- Growth 1,25,188 21.60 - -
-360 One Balanced Hybrid Fund Direct- Growth 74,996 8.27 - -
Total (F) 6,490.18 4,187.71

b) Debt Funds
-Aditya Birla SL Banking and PSU Debt Regular- Growth 14,090 46.75 14,090 43.58
-Aditya Birla SL Banking and PSU Debt Direct- Growth - - 8,588 27.36
-Aditya Birla SL Corporate Direct - Growth 85,445 88.22 85,445 81.69
-Axis Banking Banking & PSU Debt Direct- Growth 5,245 128.70 5,245 120.04
-DSPBR Banking & PSU Debt Fund Direct- Growth - - 4,10,224 85.42
-HDFC Corporate Bond Fund Direct- Growth - - 2,03,273 56.14
-HDFC Long Duration Debt Fund Direct- Growth 312.62 - -
27,87,506
-ICICI Prudential Savings Direct-Growth 50,605 252.80 50,605 234.10
-ICICI Pru Savings Regular-Growth 1,29,817 94.66 1,29,817 81.85
-Bandhan Banking & PSU Debt Direct- Growth 7,97,632 182.70 7,97,632 170.32
-Bandhan Dynamic Bond Direct-Growth - - 876 0.27
-Kotak Banking & PSU Debt Fund -Growth 88,392 52.29 88,392 48.69
-HSBC Corporate Bond Fund Direct- Growth - - 781 0.51
-Nippon India Dynamic Bond Fund Direct- Growth 2,86,303 102.28 - -
-Nippon India Banking & PSU Debt Direct- Growth - - 3,17,000 57.06
-SBI Magnum Gilt Fund Direct-Growth 4,06,378 256.46 - -
Total (G) 1,517.48 1,007.03

4.4 - Investment in ETFs - Quoted, Fully Paid, Measured

at FVTPL
-Bharat 22 ETF 35,540 35.83 - -
-Motilal Oswal Most Nasdaq 100 ETF-Growth 14,430 21.44 14,430 15.00
-Nippon India ETF NV 20 ( REINV 20 ) 22,832 31.77 - -
-SBI S& P BSE Sensex ETF Direct- Growth 466 3.70 - -
-CPSE Sensex ETF-G Direct- Growth 32,250 25.80 - -
Total (H) 118.55 15.00

86
Notes to the Financial Statements for the period ended 31st March, 2024
Particulars As at As at
31-03-2024 31-03-2023
Quantity ` Quantity `

4.5 - REITs & InvITs - Quoted, Measured at FVTPL

- Mindspace Business Parks REIT 5,800 20.03 5,800 18.97
- Power Grid Infrastructure InvIT 11,000 10.42 11,000 13.48
Total (I) 30.45 32.45

4.6 - Fixed Deposit with Corporates/NBFCs - Unquoted,

Measured at Amortised Cost
- 8.027% Shriram Finance Ltd. 40.00 -
Total (J) 40.00 -

4.7 - Alternative Investment Fund - Unquoted,

Measured at FVTPL
- IIFL Real Estate Fund - - - 32.90
- India Realty Excellence Fund II LLP - 8.00 - 11.24
- InCred Credit Opportunities Fund - I - 100.00 - 60.00
Total (K) 108.00 104.13

Total (A + B + C + D + E + F + G + H + I + J + K) 9,234.94 5,836.23

Aggregate Amount of Investments measured at FVTOCI 930.27 489.90

(A + B + C + D + E)
Aggregate Cost of Investments measured at FVTOCI 897.45 457.68
Aggregate Amount of Investments measured at FVTPL 8,264.67 5,346.32
(F + G + H + I + K)
Aggregate Cost of Investments measured at FVTPL 5,223.79 3,790.52
Aggregate Amount of Investments measured at Amortised 40.00 -
Cost (J)
Aggregate Cost of Investments measured at Amortised Cost 40.00 -

Aggregate Market Value of Quoted Investments 8,886.93 5,732.09

(A+ B + C + E + F + G + H + I)
Aggregate Cost of Quoted Investments 5,813.24 4,132.04
Aggregate Market Value of Unquoted Investments 348.00 104.13
(D + J + K)
Aggregate Cost of Unquoted Investments 348.00 116.17

5 OTHER FINANCIAL ASSETS (NON-CURRENT) (` in Lakhs)

Particulars As at As at
31/03/2024 31/03/2023
` `
Unsecured, Considered Good
Security Deposits 8.23 17.06
Total 8.23 17.06

87
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
6 INVENTORIES (` in Lakhs)
Particulars As at As at
31/03/2024 31/03/2023
` `
(Refer Note No. 2 of Significant Accounting Policies)
a) Raw Materials 274.77 173.97
b) Work in Progress 1.37 2.16
c) Finished Goods 113.14 182.42
d) Stock-in trade 474.04 612.69
e) Packing Materials 2.17 2.67
f) Goods in Transit - Raw Materials 10.93 13.37
g) Goods in Transit - Trading Purchase Materials 41.02 54.17
Total 917.43 1,041.45

7 INVESTMENTS ( CURRENT ) (₹ in Lakhs)

Particulars As at 31-03-2024 As at 31-03-2023
Quantity ` Quantity `
A) Investment In Mutual Funds - Quoted, Fully Paid,
Measured at FVTPL
Debt Funds
-Aditya Birla SL Savings Direct-Growth 234 1.18 234 1.10
-Aditya Birla SL Short Term Opportunities Direct-Growth 1,27,932 59.11 1,27,932 54.71
-Axis Short Term Fund Direct-Growth 4,07,154 123.07 4,07,154 114.10
-HDFC Liquid Fund-Growth - - 1,769 77.56
-HDFC Liquid Fund Direct-Growth 6,317 299.67 10,529 465.72
-HDFC Short Term Fund Direct-Growth 6,83,890 203.06 6,83,890 188.02
-HDFC Ultra Short Term Fund Direct-Growth - - 36,32,526 476.08
-ICICI Prudential Short Term Direct-Growth 5,54,807 326.96 4,62,870 251.65
-ICICI Prudential Liquid Direct-Growth 1,60,500 573.64 1,30,842 435.95
-Bandhan Short Term Fund Direct-Growth - - 87,928 44.87
-Bandhan Ultra Short Term Fund Direct-Growth 25,00,000 350.98 36,18,038 473.31
Total 1,937.67 2,583.08
Aggregate Amount of Quoted Investments measured at 1,937.67 2,583.08
FVTPL
Aggregate Cost of Quoted Investments measured at FVTPL 1,705.62 2,400.93
Aggregate Market Value of Quoted Investments 1,937.67 2,583.08
Aggregate Cost of Quoted Investments 1,705.62 2,400.93

8 TRADE RECEIVABLES (` in Lakhs)

Particulars As at As at
31/03/2024 31/03/2023
` `
i) Undisputed Trade Receivables
- Considered Good 1,062.74 1,277.78
- Having significant increase in credit risk - -
- Credit impaired 3.23 3.23
1,065.97 1,281.01
Less : Provision for Doubtful Debts 3.23 3.23
1,062.74 1,277.78

88
Notes to the Financial Statements for the period ended 31st March, 2024
ii) Disputed Trade Receivables
- Considered Good - -
- Having significant increase in credit risk - -
- Credit impaired - -
Total 1,062.74 1,277.78
Ageing of Trade Receivables (Outstanding for following periods from
due date of payment)
Undisputed Trade Receivables
- Considered Good
Less than 6 months 1,058.57 1,266.82
6 months to 1 year 0.10 0.65
1-2 year 0.85 10.31
2-3 year 3.22 -
More than 3 years - -
- Credit impaired
Less than 6 months - -
6 months to 1 year - -
1-2 year - 3.23
2-3 year 3.23 -
More than 3 years - -
Total 1,065.97 1,281.01

9 CASH AND CASH EQUIVALENTS (` in Lakhs)

Particulars As at As at
31/03/2024 31/03/2023
` `
Balance with Banks :
a) In Current Account 185.82 68.60
b) Debit Balance in Cash Credit Account (*) 23.76 221.79
c) Cash in Hand 0.41 0.37
Total 209.99 290.76
* The company has cash credit facility from bank which is secured by
way of hypothecation of Stock and Book Debts of the Company

10 BANK BALANCE OTHER THAN CASH AND CASH EQUIVALENTS (` in Lakhs)

Particulars As at As at
31/03/2024 31/03/2023
` `
In Deposit Account 5.50 5.50
(Lien marked against overdraft / bank guarantees)
Balance with banks (unclaimed dividend) 21.08 23.17
Total 26.58 28.67

89
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
11 OTHER FINANCIAL ASSETS (CURRENT) (` in Lakhs)
Particulars As at As at
31/03/2024 31/03/2023
` `
Unsecured, Considered Good
Interest Receivable 25.69 19.55
Staff Loan 0.21 3.23
Security Deposit 0.52 0.72
Total 26.42 23.50

12 OTHER CURRENT ASSETS (` in Lakhs)

Particulars As at As at
31/03/2024 31/03/2023
` `
Unsecured, Considered Good
Balance with Customs & GST Authorities 2.19 34.50
Prepaid Expenses 20.19 44.61
Advances to Suppliers 46.54 1.31
Others 1.25 5.45
Total 70.17 85.87
13 EQUITY SHARE CAPITAL (` in Lakhs)
Particulars As at 31/03/2024 As at 31/03/2023
No. of ` No. of `
Shares Shares
Authorised
Equity Share of ` 10/- each 1,67,50,000 1,675.00 1,67,50,000 1,675.00
1% Optionally Convertible Preference shares of 75,00,000 750.00 75,00,000 750.00
` 10/- each
0% Redeemable Preference shares of ` 10/- each 75,00,000 750.00 75,00,000 750.00
Total 3,175.00 3,175.00
Issued, Subscribed & Fully paid up
Equity Share of ` 10/- each 91,63,603 916.36 92 916.36
Total 91,63,603 916.36 92 916.36

(` in Lakhs)
13.1 Particulars As at 31/03/2024 As at 31/03/2023
No. of ` No. of `
Shares Shares
Reconciliation of Number of Equity Shares
Balance as at beginning of the year 91,63,603 916.36 91,63,603 916.36
Less:- Equity shares bought back during the year - - - -
Balance as at the end of the year 91,63,603 916.36 91,63,603 916.36

13.2 Rights, Preferences and restrictions attached to each class of shares :

Equity Shares: The company has one class of equity shares having a par value of ` 10/- per share. Each
shareholder is eligible for one vote per share held.

90
Notes to the Financial Statements for the period ended 31st March, 2024
13.3 The details of shareholders holding more than 5% shares
Particulars As at As at Increase/ % Change
31-03-2024 31-03-2023 (Decrease) During the
No. of % of No. of % of No. of Period
Shares Holding Shares Holding Shares
Name of Equity
Shareholders
Rishiroop Holding Pvt. Ltd. 30,30,000 33.07 30,30,000 33.07 - -
Rishiroop Polymers Pvt. Ltd. 28,37,000 30.96 28,37,000 30.96 - -
Particulars As at As at Increase/ % Change
31-03-2024 31-03-2023 (Decrease) During the
No. of % of No. of % of No. of Period
Shares Holding Shares Holding Shares
Promoters & Group Share
holdings
Rishiroop Holding Pvt. Ltd. 30,30,000 33.07 30,30,000 33.07 - -
Rishiroop Polymers Pvt. Ltd. 28,37,000 30.96 28,37,000 30.96 - -
Arvind Mahendra Kapoor 2,50,000 2.73 2,50,000 2.73 - -
Gouri Arvind Kapoor 1,94,500 2.12 1,94,500 2.12 - -
Aditya Arvind Kapoor 1,91,000 2.08 1,91,000 2.08 - -
Shradha Vikram Khanna 1,64,500 1.80 1,64,500 1.80 - -
Radhika Aditya Kapoor 51,000 0.56 51,000 0.56 - -
As per records of the company, including its register of members, the above shareholding represents both
legal and beneficial ownership of share.
14 OTHER EQUITY (` in Lakhs)
Particulars As at As at
31/03/2024 31/03/2023
` `
1) Capital Reserve
As per Last Balance Sheet 108.71 108.71
108.71 108.71
2) Capital Redemption Reserve
As per Last Balance Sheet 315.61 315.61
Add:- Transfer during the year - -
315.61 315.61
3) Securities Premium
As per Last Balance Sheet 872.16 872.16
872.16 872.16
4) General Reserve
As per Last Balance Sheet 1,315.00 1,265.00
Add : Transferred from Surplus in Statement of Profit & Loss 50.00 50.00
1,365.00 1,315.00
5) Statement of Profit & Loss
As per Last Balance Sheet 6,514.25 5,891.63
Add : Profit transferred from Statement of Profit & Loss 2,415.88 810.07
Less : Dividends paid 137.45 137.45
Less : Transfer to General Reserve 50.00 50.00

91
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
6) Other Comprehensive Income
a) Defined Benefit Plan -32.91 -29.71
Add: Gain / (Loss) on fair value during the year -1.26 -3.20
-34.17 -32.91
b) Fair Value on Debt Instruments 21.59 33.14
Add: Gain / (Loss) on fair value during the year -0.12 -11.55
21.47 21.59
Total 11,391.46 9,114.42

15 LEASE LIABILITY (` in Lakhs)

Particulars As at As at
31/03/2024 31/03/2023
` `
- Lease Liability ( Non - Current ) 36.31 1.35
- Lease Liability ( Current ) 19.60 22.48
Total 55.91 23.83
Due to the accounting treatment as per Ind AS 116 “Lease”, the current year profit has been reduced by
` 83,935/- (Previous Year profit reduced by ` 1,01,966).
Details of Payments to be made towards Lease Obligations - (` in Lakhs)
Particulars As at As at
31-03-2024 31-03-2023
` `
Lease obligation paid during the year 22.05 23.47
Lease obligation payable not more than 1 year 23.35 23.58
Lease obligation payable not more than 5 years 38.93 1.39

16 DEFERRED TAX LIABILITY / (ASSET) - NET (` in Lakhs)

Particulars As at As at
31-03-2024 31-03-2023
` `
a) Deferred Tax Liability / (Asset) on difference in Net Block as per -3.88 -2.55
Books and Income Tax
b) Deferred Tax Liability / (Asset) on Fair Value Adjustments 355.87 200.88
c) Deferred Tax Liability / (Asset) on Disallowances -24.77 -22.85
Deferred Tax Liability / (Asset) - Net 327.22 175.49

17 PROVISIONS ( NON-CURRENT ) (₹ in Lakhs)

Particulars As at As at
31-03-2024 31-03-2023
` `
Provisions for Employee Benefits
Gratuity 48.39 48.10
Leave Salary 33.16 27.12
Total 81.55 75.22

92
Notes to the Financial Statements for the period ended 31st March, 2024
18 TRADE PAYABLES (` in Lakhs)
Particulars As at As at
31-03-2024 31-03-2023
` `
i) Undisputed
(a) Total outstanding dues of micro enterprises and small enterprises - -
(b) Total outstanding dues of creditors other than micro enterprises 875.89 1,002.58
and small enterprises

ii) Disputed
(a) Total outstanding dues of micro enterprises and small enterprises - -
(b) Total outstanding dues of creditors other than micro enterprises - -
and small enterprises
Total 875.89 1,002.58
Aging of Trade Payables (Outstanding for following periods from due
date of payment)
i) Undisputed
Total outstanding dues of creditors other than micro enterprises and
small enterprises
Less than 1 year 875.89 1,002.58
1-2 year - -
2-3 year - -
More than 3 years - -
Total 875.89 1,002.58
Disclosure under Micro, Small and Medium Enterprises Development
Act, 2006 :
There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small and Medium Enterprises
Development Act, 2006 to whom the Company owes dues on account of principal amount together with
interest and accordingly no additional disclosures have been made. The information regarding Micro,
Small & Medium Enterprises has been determined to the extent such parties have been identified on the
basis of information available with the Company. This has been relied upon by the auditors.
19 OTHER FINANCIAL LIABILITIES (CURRENT) (` in Lakhs)
Particulars As at As at
31-03-2024 31-03-2023
` `
Unclaimed Dividends * 21.08 23.17
Employee Benefits 21.46 23.19
Outstanding Liability For Expenses 17.29 11.85
Advances from Customers 1.14 0.28
Total 60.97 58.49
* There are no amounts due and outstanding to be credited to investor Education and Protection Fund as
at 31st March, 2024 under Section 125 of the Companies Act, 2013.
20 OTHER CURRENT LIABILITIES (` in Lakhs)
Particulars As at As at
31-03-2024 31-03-2023
` `
Duties & Taxes 28.69 28.80
Total 28.69 28.80

93
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
21 PROVISIONS ( CURRENT ) (` in Lakhs)
Particulars As at As at
31-03-2024 31-03-2023
` `
Provisions for Employee Benefits
Gratuity 9.97 9.17
Leave Salary 3.65 3.16
Total 13.62 12.33

22 REVENUE FROM OPERATIONS (` in Lakhs)

Particulars For the For the
Year ended Year ended
31-03-2024 31-03-2023
` `
Sale of Products & Services 7,667.14 8,870.48
Particulars of Products Sold
Finished Goods
- Polymers and Compound 2,640.73 2,944.37
Traded Goods
- Polymers 4,961.46 5,808.53
- Resins - 19.65
- Others 46.79 97.93
Particulars of Service Income
- Jobwork Income 18.16 -
Total 7,667.14 8,870.48

23 OTHER INCOME (` in Lakhs)

Particulars For the For the
Year ended Year ended
31-03-2024 31-03-2023
` `
1. Interest Income
a) Fixed Deposit with Bank 0.77 0.46
b) On Tax Free Bonds 19.52 19.52
c) On Taxable Bonds & NCDs 34.18 20.81
d) Notional interest on deposit given for lease property 0.61 0.88
(Ind AS Adjustment)
e) Others 10.71 11.06
2. Dividend Income 1.24 1.57
3. Foreign Exchange Gain 24.95 -
4. Short Term Gain on Sale of Investments 22.25 -
5. Long Term Gain on Sale of Investments 215.62 0.80
6. Gain on Fair Value of Forward Contracts 0.49 -
7. Gain on Fair Value of Investments 1,837.56 83.26
8. Fair Value of Ind AS Adjustment of Lease Liability 0.54 0.32
9. Profit on Sale of Property, Plant & Equipments 3.51 -
10. Others 0.64 5.29
Total 2,172.58 143.98

94
Notes to the Financial Statements for the period ended 31st March, 2024
24 COST OF MATERIALS CONSUMED (` in Lakhs)
Particulars For the For the
Year ended Year ended
31-03-2024 31-03-2023
` `
RAW MATERIALS
1. Polymers 1,146.10 1,446.69
2. PVC 329.67 370.60
3. Others 270.05 271.01
Total 1,745.82 2,088.30
PACKING MATERIALS 16.50 13.35
Total 1,762.32 2,101.65

25 PURCHASE OF STOCK - IN - TRADE (` in Lakhs)

Particulars For the For the
Year ended Year ended
31-03-2024 31-03-2023
` `
1. Polymers 4,207.38 4,740.24
2. Others 21.16 44.30
Total 4,228.54 4,784.54

26 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK -IN- PROGRESS AND STOCK-IN TRADE
(` in Lakhs)
Particulars For the For the
Year ended Year ended
31-03-2024 31-03-2023
` `
Closing Stock
1. Finished Goods 113.14 182.42
2. Stock-in-Trade 474.04 612.69
3. Work in Progress 1.37 2.16
588.54 797.27
Opening Stock
1. Finished Goods 182.42 102.69
2. Stock-in-Trade 612.69 842.16
3. Work in Progress 2.16 2.55
797.27 947.41

(Increase) / Decrease in Stock 208.73 150.14

27 EMPLOYEE BENEFITS EXPENSES (` in Lakhs)

Particulars For the For the
Year ended Year ended
31-03-2024 31-03-2023
` `
1. Salary, Wages, Allowances & Bonus 392.28 371.09
2. Contribution to Provident, Gratuity and Other Funds 36.90 34.85
3. Staff Welfare Expenses 3.10 9.12
Total 432.28 415.06

95
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
27.1 Employee Benefits
The Company has a defined benefit plan every employee who has completed five year or more of service
gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The
scheme is funded with an insurance company in the form of a qualifying insurance policy. The Company
has a defined unfunded obligation for leave encashment. Generally the leave encashment is paid to
employees as and when claimed.
The following tables summarise :
(` in Lakhs)
Particulars 2023-24 2022-23
Leave Gratuity Leave Gratuity
Encashment Encashment
The amounts Recognised in the Balance
Sheet :
Present value of funded obligations Nil 125.93 Nil 106.88
Fair value of plan assets Nil -67.56 Nil -49.61
Present value of unfunded obligations 36.81 - 30.29 -
Unrecognised past service cost Nil Nil Nil Nil
Net Liability 36.81 58.36 30.29 57.27
Amounts in the balance sheet :
Liabilities 36.81 125.93 30.29 106.88
Assets Nil -67.56 Nil -49.61
Net Liability 36.81 58.36 30.29 57.27
Amounts Recognised in the statement of
Profit & Loss Account :
Current service cost 5.51 9.17 5.84 8.62
Interest on obligation 2.14 3.92 1.87 3.54
Expected return on plan assets Nil - Nil -
Net value of remeasurements on obligation -0.07 13.09 0.34 12.17
and plan assets
Past service cost - - - -
Losses (gains) on curtailments and Nil Nil Nil Nil
settlement
Total included in employee benefit 7.58 13.09 8.05 12.17
expenses
Adjustment to the Opening fund - - - -
Total Charge to Profit & Loss 7.58 13.09 8.05 12.17
Other Comprehensive Income for the
current period
Due to change in financial assumptions - 2.86 - -5.26
Due to change in demographic assumptions - - - -
Due to experience ajustments - -0.60 - 8.95
Return on plan assets excluding amounts - -0.56 - 0.59
included in interest Income
Amount recognized in Other - 1.69 - 4.28
Comprehensive Income
Changes in the present value of the
defined benefit obligation representing
reconciliation of Opening & Closing
balances thereof :
Opening defined obligation as on 1st April 30.29 106.88 28.08 93.08
Transfer In/(Out) obligation

96
Notes to the Financial Statements for the period ended 31st March, 2024
(` in Lakhs)
Particulars 2023-24 2022-23
Leave Gratuity Leave Gratuity
Encashment Encashment
Service cost for the year 5.51 9.17 5.84 8.62
Interest cost 2.14 7.63 1.87 6.22
Actuarial losses (gains) on obligations:
Due to change in financial assumptions 0.76 2.86 -1.36 -5.26
Due to change in demographic assumptions -
Due to experience adjustments -0.83 -0.60 1.70 8.95
Past Service Cost - - - -
Benefit paid -1.05 - -5.85 -4.75
Closing defined benefit obligation as on 36.81 125.93 30.29 106.88
31st March
Changes in the fair value of plan assets
representing reconciliation of the
opening and closing balances thereof :
Opening fair value of plan assets Nil 49.61 Nil 37.78
Interest Income Nil 3.70 Nil 2.68
Adjustment to the fund -
Return on plan assets excluding amount Nil 0.56 Nil -0.59
included in interest income.
Assets distributed on settlements Nil - Nil 14.48
Contribution by employer Nil 13.69 Nil -4.75
Benefit paid
Closing balance of Fund Nil 67.56 Nil 49.61
Reconciliation of net defined benefit
liability
Net opening provision in books of 30.29 57.27 28.08 55.30
accounts as on 1st April
Transfer in/(out) obligation - - - -
Transfer in/(out) planned assets - - - -
Employee benefit expenses 7.58 13.09 8.05 12.17
Amount recognised in Other Comprehensive 1.69 4.28
(Income)/Expenses
37.87 72.05 36.14 71.75
Benefit paid by the Company -1.05 - -5.85 -
Contribution to plan assets -13.69 -14.48
Closing provisions in books of accounts as 36.81 58.36 30.29 57.27
on 31st March
Reconciliation of asset ceiling : - -
Interest on opening value of asset ceiling - -
Loss/(Gain) on assets due to surplus/deficit - -
Closing value of plan asset ceiling - -
Composition of plan assets :
Government of India Securities 0% 0% 0% 0%
State Government Securities 0% 0% 0% 0%
High quality of Corporate bond 0% 0% 0% 0%
Equity shares of listed companies 0% 0% 0% 0%
Property 0% 0% 0% 0%
Special Deposit Scheme 0% 0% 0% 0%

97
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
(` in Lakhs)
Particulars 2023-24 2022-23
Leave Gratuity Leave Gratuity
Encashment Encashment
Policy of insurance 0% 100% 0% 100%
Bank balance 0% 0% 0% 0%
Other Investment 0% 0% 0% 0%
Principal actuarial assumptions at the
balance sheet date :
(Expressed as weighted averages)
Discount rate ( p.a.) % 7.20% 7.20% 7.45% 7.45%
Expected return on plan assets (p.a) % 0% 7.20% 0% 7.45%
Withdrawal rates 15% p.a. at 15% p.a. at 15% p.a. at 15% p.a. at
younger ages younger ages younger ages younger ages
reducing 2% reducing 2% reducing 2% reducing 2%
p.a. at older p.a. at older p.a. at older p.a. at older
ages ages ages ages
Salary Growth Rate 8.00% 8.00% 8.00% 8.00%
Leave availment Rate (p.a.) % 1.00% 1.00%
Leave encashment in service Rate (p.a.) % 0.00% 0.00%
Age wise disribution of defined benefit
obligation :
Age in Years DBO (In `) DBO (In `) DBO (In `) DBO (In `)
Less than 25 0.08 0.09 0.10 0.10
25 to 35 1.26 1.43 1.30 2.19
35 to 45 20.23 65.99 18.31 58.03
45 to 55 8.77 41.86 5.22 34.64
55 & above 6.48 16.56 5.36 11.92
Total 36.81 125.93 30.29 106.88
Sensitivity to Key Assumptions :
Discount Rate Sensitivity
Increase by 0.50 % 35.33 120.32 29.03 102.02
(% Change) -4.03% -4.45% -4.14% -4.54%
Decrease by 0.50 % 38.42 131.99 31.64 112.13
(% Change) 4.35% 4.81% 4.48% 4.92%
Salary Growth Rate Sensitivity
Increase by 0.50 % 38.40 131.91 31.63 112.08
(% Change) 4.30% 4.75% 4.43% 4.87%
Decrease by 0.50 % 35.33 120.34 29.04 102.03
(% Change) -4.02% -4.44% -4.13% -4.54%
Withdrawal Rate (W.R.) Sensitivity
W.R. X 110% 36.63 125.58 30.15 106.65
(% Change) -0.50% -0.28% -0.46% -0.21%
W.R. X 90% 37.01 126.30 30.44 107.12
(% Change) 0.53% 0.29% 0.49% 0.22%
Amount for the current and previous
periods :
Current liability 3.65 9.98 3.16 9.17
Non-Current liability 33.16 48.39 27.12 48.10
Net liability 36.81 58.36 30.29 57.27

98
Notes to the Financial Statements for the period ended 31st March, 2024
28 FINANCE COSTS (` in Lakhs)
Particulars For the For the
Year ended Year ended
31-03-2024 31-03-2023
` `
Bank & Other Charges 13.03 14.79
Interest on Use of Lease Assets 2.48 2.82
Interest on Tax 0.01 0.21
Interest on Custom duty 0.17 -
Total 15.69 17.82

29 OTHER EXPENSES (` in Lakhs)

Particulars For the For the
Year ended Year ended
31-03-2024 31-03-2023
` `
1. Power, Water and Fuel 43.77 36.64
2. Rent
a) Actual Rent 11.83 -
b) Notional Rent expenses on lease property (Ind AS Adjustment) 0.59 0.92
3. Rates & Taxes 3.19 8.95
4. Insurance Charges 8.07 12.23
5. Directors Sitting Fees 8.50 8.25
6. Payment to Auditors 5.40 4.72
7. Legal & Professional Fees 24.61 28.90
8. Export Expenses 38.11 100.65
9. Carriage & Freight 38.97 24.46
10. Repairs & Maintenance :-
a) Machinery 4.47 3.82
b) Electricals 0.35 1.41
c) Buildings 0.56 2.78
11. Travelling Expenses 24.41 15.25
12. CSR Expenses 35.00 14.00
13. Warehousing Charges 14.47 29.14
14. Foreign Exchange Fluctuation - 28.37
15. Provision for Doubtful debts - 3.23
16. Short term Loss on Sale of Investments - 0.02
17. Software Expenses 18.33 5.75
18. Miscellaneous Expenses 49.89 49.42
Total 330.52 378.91

99
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
30 EARNINGS PER EQUITY SHARE :
Particulars For the For the
Year ended Year ended
31-03-2024 31-03-2023
Basic Earning Per Share
Profit/(Loss) after tax as per Statement of Profit & Loss (₹ in Lakhs) (a) 2,415.88 810.07
Weighted average number of equity shares oustanding during the 91,63,603 91,63,603
period (b)
Basic Earning Per Share (a/b) 26.36 8.84
Diluted Earning Per Share
Profit/(Loss) after tax as per Statement of Profit & Loss (₹ in Lakhs) (a) 2,415.88 810.07
Weighted average number of equity shares oustanding during the period 91,63,603 91,63,603
Weighted average number of equity shares oustanding for diluted EPS (b) 91,63,603 91,63,603
Diluted Earning Per Share (in `) (a/b) 26.36 8.84
Nominal Value per Share (in `) 10.00 10.00
31 RELATED PARTY INFORMATION :
As per Ind AS 24 issued by The Institute of Chartered Accountants of India, the Company's related parties
are as under :
1 (a) Directors and their relatives
1. Arvind Kapoor Chairman
2. Aditya Kapoor Managing Director
3. Atul Shah Director
4. Hemant Vakil Independent Director
5. Dilip Shah (Demitted office on 31.03.2024) Independent Director
6. Vijyatta Jaiswal Independent Director
7. Sitendu Sharma (Appointed w.e.f. 12.02.2024) Independent Director
8. Gouri Kapoor Relative of Director
9. Radhika Kapoor Relative of Director
10. Shradha Khanna Relative of Director
(b) Key Management Personnel
1. Mittal Savla Chief Financial Officer
2. Agnelo Fernandes Company Secretary
(c) Entities exercising signficant influence
1. Rishiroop Polymers Pvt. Ltd.
2. Rishiroop Holding Pvt. Ltd.
(d) Entities under common control
1. Rishichem Distributors Pvt. Ltd. 3. Raga Holdings Limited
2. Rishichem Mideast Limited 4. Puneet Polymers

100
Notes to the Financial Statements for the period ended 31st March, 2024
2 Nature of Transactions:
The Transaction with the related parties have been entered in the ordinary course of business and
are at arm's length.
(` in Lakhs)
2023-24 2022-23
Particulars Referred in Referred in Referred in Referred in
1 (a) & (b) 1 (c ) & (d) 1 (a) & (b) 1 (c ) & (d)
above above above above
` ` ` `
A. Dividends
(a) Directors and their relatives
1. Arvind Kapoor 3.75 3.75
2. Aditya Kapoor 2.87 2.87
3. Gouri Kapoor 2.92 2.92
4. Shradha Khanna 2.47 2.47
5. Radhika Kapoor 0.77 0.77
6. Atul Shah 0.00 0.00
7. Hemant Vakil 0.00 0.00

(b) Entities exercising signficant influence

1. Rishiroop Polymers Pvt. Ltd. 42.56 42.56
2. Rishiroop Holding Pvt. Ltd. 45.45 45.45

B. Remuneration to Key Management Personnel

1. Aditya Kapoor - Managing Director 112.49 103.78
2. Mittal Savla - Chief Financial Officer 27.21 22.25
3. Agnelo Fernandes - Company Secretary 25.54 24.02

C. Sitting Fees to Directors

1. Arvind Kapoor 1.50 1.95
2. Atul Shah 1.30 0.90
3. Hemant Vakil 1.85 1.80
4. Dilip Shah 1.75 1.75
5. Vijyatta Jaiswal 1.85 1.85
6. Sitendu Sharma 0.25 -

D. Payment of Office Rent

(a) Entities exercising signficant influence
1. Rishiroop Polymers Pvt. Ltd. 11.83 -

E. Sale of Goods
(a) Entities exercising signficant influence
1. Rishiroop Polymers Pvt. Ltd. - 7.10
(b) Entities under common control
1. Rishichem Mideast Limited - 12.64

101
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
32 CONSUMPTION OF RAW MATERIALS, PACKING MATERIALS AND STORES & SPARES :
(` in Lakhs)
Particulars 2023-2024 2022-2023
% ` % `
Raw Materials
a) Imported 84.87 1,481.69 86.51 1,806.62
b) Indigenous 15.13 264.13 13.49 281.68
100.00 1,745.82 100.00 2,088.30
Stores & Spares
- Indigenous 100.00 0.92 100.00 0.62

Packing Materials
- Indigenous 100.00 16.50 100.00 13.35

33 CIF VALUE OF IMPORTS (` in Lakhs)

2023-2024 2022-2023
` `

CIF Value of Imports ( including Goods in Transit ) 5,278.18 5,803.22

34 EARNING IN FOREIGN CURRENCY (` in Lakhs)

2023-2024 2022-2023
` `
FOB Value of Export Goods 747.67 815.10

35 EXPENDITURE IN FOREIGN CURRENCY (` in Lakhs)

2023-2024 2022-2023
` `
Repair & Maintenance - Machinery 1.77 0.34

36 PAYMENT TO AUDITORS AS : (` in Lakhs)

Particulars 2023-2024 2022-2023
` `
(a) Audit Fees 3.10 2.80
(b) Tax Audit Fees 0.80 0.70
(c) Certification & Review 0.55 0.60
(d) Tax Matters 0.90 0.30
(e) Expenses Reimbursed 0.05 0.32
Total 5.40 4.72

37 CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of Companies Act,2013, a CSR committee has been constitued by the Company.
Pursuant to the Company's CSR policy.
(` in Lakhs)
Particulars 2023-2024
(`)
i) Amount required to be spent by the Company during the year 19.67
ii) Total Amount spent by the Company during the year 35.00
iii) Shortfall at the end of the year Nil
iv) Total of previous year's shortfall Nil
v) Excess Amount spent during the year 15.33
vi) Amount carried forward and available for set off in succeeding Financial Years 15.33

102
Notes to the Financial Statements for the period ended 31st March, 2024
38 SEGMENT INFORMATION
38.1 Primary Segment
The Company is engaged in the one business segment i.e. Polymers & Compounds and it is primary
segment.
38.2 Secondary Segment
The Company has two geographical segments based upon location of its customers with and ouside India.
(` in Lakhs)
Particulars 2023-2024 2022-2023
` `
Revenue
India 6,894.42 7,962.93
Outside India 772.72 907.55
Total 7,667.14 8,870.48
Assets (*)
India 1,026.43 1,239.11
Outside India 39.54 41.90
Total 1,065.97 1,281.01
* Current Assets ( Trade Receivables )
38.3 The Company has business operations only in India and doesnot hold any fixed / financial assets outside
India.
(` in Lakhs)
38.4 Revenue from Major Customers 2023-2024 2022-2023
` `
Customer that accounts for more than 10% of the Company's revenue
Number of Customers - -
Total Revenue from these Customers - -

39 DERIVATIVE INSTRUMENTS
The Company enters into forward contracts to offset foreign currency risks arising from the amounts
denominated in currencies other than the Indian Rupee. The counter party in such forward contracts is a
bank. These contracts are entered to hedge the foreign currency risks on the firm commitments.
Details of forward contracts outstanding as at the year end is as under.
39.1 Forward Contracts Outstanding as on 31st March, 2024
Particulars As at year ended Foreign Amount in INR
Exposure to Currency (` in Lakhs)
buy / sell USD
Forward Contracts Buy 2,89,959 241.70

39.2 Foreign Curreny Exposure at the year ended 31st March, 2024
(` in Lakhs)
Particulars 2023-2024 2022-2023
USD INR USD INR
Payable against import of goods 10,36,141 868.91 11,97,400 990.01
Advance paid to Vendors against import of 44,233 37.09 - -
goods
Receivable against export of goods 47,700 39.54 51,300 41.90
Net Payable Exposure 9,44,208 792.28 11,46,100 948.11
-Hedged using derivatives 2,89,959 241.70 5,09,737 421.45
-Unhedged 6,54,249 550.58 6,36,363 526.66

103
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
40 CONTINGENT LIABILITIES (` in Lakhs)
Particulars A.Y. As at As at
31/03/2024 31/03/2023
Income tax liability that may arise in respect of matters in 2006-2007 8.14 8.14
appeal to various authorities
2007-2008 11.06 11.06
2009-2010 0.31 0.31
2011-2012 1.48 1.48
2012-2013 27.51 27.51
TOTAL 48.50 48.50
41 RISK MANAGEMENT
41.1 Financial Risk Managements
In the course of its business, the Company is exposed to a number of financial risks: Liquidity Risk, Credit
Risk, Market Risk. This note present the Company's objective, policies and processes for managing its
financial risk and capital.
41.2 Liquidity Risk
Liquidity Risk refers to risk that the Company may encounter difficulties in meeting its obligations
associated with financial liabilities that are settled in cash or other financial assets. The Company
regularly monitors rolling forcast to ensure that sufficient liquidity is maintained on and ongoing basis
to meet operational needs. The Company manages the liquidity risk by planning the investments in a
manner such that the desired quantam of funds could be made available to meet any of the business
requirments within a resonable period of time. In addition the Company also maintains flexibility in
arranging the funds by mantaining commited credit lines with various banks to meet the obligations.
41.3 Credit Risk
Credit Risk refers to risk of financial loss to the Company if a customer or counter- party fails to meet
its contractual obligations. The Company has following categories of financial assets that are subject to
credit risk evaluation;
41.3.1 Trade Receivables
Credit risk arising from trade receivable is managed in accordance with the Company's established
policies with regard to credit limits, control and approval procedures.
The Following table gives details in respect of percentage of revenues generated from top five customers.
(` in Lakhs)
Particulars 2023-2024 2022-2023
% %
Revenue from top five Customers 31.51 29.23
The Company establishes an allowance for impairment that represents fixed estimate of expected
lossess in respect of trade and other receivables. The maximum exposure to credit risk as at reporting
date is primarily from trade receivables amounting to ` 1,062.74 Lakhs ( P.Y. ` 1,277.78 Lakhs ).
The movement in allowance for impairment in trade and other receivables during the year was as
follows:
(` in Lakhs)
Particulars 2023-2024 2022-2023
` `
Opening Balance 3.23 -
Impairment Loss Recognised / Reversed - 3.23
Closing Balance 3.23 3.23

104
Notes to the Financial Statements for the period ended 31st March, 2024
41.3.2 Other financial assets
Other financial assets include employee loans, security deposits etc. Based on historical experience and
credit profiles of counterparties, the Company does not expect any significant risk of default.
The Company's maximum exposure to credit risk for each of the above categories of financial assets in
their carrying values at the reporting dates.
41.4 Market Risk
41.4.1 Interest Rate Risk
Interest rate risk refers to risk that the fair value of future cash flows of a financial instrument may
fluctuate because of changes in market interest rates. Also, there are no significant borrowings as at the
balance sheet date.
41.4.2 Price Risk
Price Risk refers to risk that the fair value of a financial instrument may fluctuate because of the change
in the market price. The Company is exposed to the price risk mainly from investment in mutual funds
and investment in equity instruments.
41.4.3 Foreign Currency Risk
Foreign currency risk refers to risk that the fair value of future cash flows of an exposure may fluctuate
due to change in the foreign exchange rates. The Company is exposed to foreign currency risk arising
out of transactions in foreign currency. Foreign exchange risk are managed in accordance with the
Company's established policy for foreign exchange management. The Company enters in to forward
contracts as per the hedging policy to hedge against its foreign currency exposures. The impact of
strengtheninig /weakening of foreign currencies on the outstanding exposures remaining unhedged at
the year-end is not significant.
41.4.4 Foreign Curreny Exposure unhedged by derivative instruments at the year end 31st March, 2024
(` in Lakhs)
Particulars 2023-24 2022-23
USD INR USD INR
Net Foreign Currency Exposure (unhedged) 6,54,249 550.58 6,36,363 526.66
42 PAYMENT OF DIVIDEND
42.1 Dividend paid during the year
Dividends paid during the year ended March 31, 2024 include an amount of ` 1.50 per equity share
towards final dividend for the year ended March 31, 2023. Dividends paid during the year ended March
31, 2023 include an amount of ` 1.50 per equity share towards final dividend for the year ended March
31, 2022.
42.2 Dividend
Dividends declared by the Company are based on the profit available for distribution. The Board of
Directors have proposed a final dividend of ` 1.80 (Previous year ` 1.50) per equity share amounting to
` 164.95 Lakhs for the year 2023-24 ( Previous year ` 137.45 Lakhs ) after the balance sheet date,
subject to the approval of shareholders at the ensuing Annual General Meeting of the Company and
therefore, the proposed final dividend has not been recognised as the liability as at the balance sheet
date in line with Ind AS 10 on 'Events after the reporting period'.

105
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
43 INCOME TAX (` in Lakhs)
Tax Expenses For the For the
year ended year ended
31/03/2024 31/03/2023
Recognised in the Statement of Profit & Loss
Current Tax 245.00 263.00
Deferred Tax 152.19 22.13
397.19 285.13
Recognised in Other Comprehensive Income
Deferred Tax -0.46 -4.50
-0.46 -4.50
Total Tax
Current Tax 245.00 263.00
Deferred Tax 151.73 18.63
396.73 281.63

The income tax expense for the year can be reconciled to the accounting profit as follows:
(` in Lakhs)
For the For the
year ended year ended
31/03/2024 31/03/2023
Profit before Tax 2,797.83 1,087.73
Statutory Income Tax Rate 25.17% 25.17%
Tax Expenses @ Statutory Income Tax Rate 704 274
Effect of :
Expenses disallowed for Tax Expenses 11.81 5.62
Non-Taxable Income -6.07 -4.91
Income taxed at Differential Rate -279.58 8.02
Others -33.58 -1.85
-307.42 6.87
Total Tax Expenses 397.73 280.63

106
Notes to the Financial Statements for the period ended 31st March, 2024
44 FINANCIAL INSTRUMENT
(a) Financial Instrument by category (` in Lakhs)
As at As at
31/03/2024 31/03/2023
Measured at Amortised Cost
- Investments - Non-Current 40.00 -
- Trade Receivables 1,062.74 1,277.78
- Cash and Cash Equivalents 209.99 290.76
- Bank Balance other than Cash and Cash Equivalents 26.58 28.67
- Other Financial Assets - Non-Currrent 8.23 17.06
- Other Financial Assets - Currrent 26.42 23.50
Measured at Fair Value through Profit & Loss
- Investments - Non-Current 8,224.67 5,346.32
- Investments - Current 1,937.67 2,583.08
Measured at Fair Value through Other Comprehensive Income
- Investments - Non-Current 713.56 489.90
Financial Liabilities
Measured at Amortised Cost
- Trade Payables 875.89 1,002.58
- Other Financial Liabilities - Non-Current 36.31 1.35
- Other Financial Liabilities - Current 80.57 80.97
(b) Fair Value Hierarchy
The fair value hierarchy is based on inputs to valution techniqes that are used to measure fair value that
are either observable or unobservable and consist of the following three levels :
Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs are other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair value are determined
in whole or in part using a valuation model based on assumption that are neither supported by prices from
observable current market transaction in the same instrument nor are they based on available market
data.
The Investments included in leval 3 of fair value heirachy have been valued using the cost approach to
arrive at their fair value. The cost of unquoted investments approximate the fair value because there is
a wide range of possible fair value measurements and the cost represents estimate of fair value within
the range.

107
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
The Following table summarises fair value hierarchy of financial assets measured at fair value on recurring
basis :
(` in Lakhs)
As at March 31, 2024 Level 1 Level 2 Level 3
Measured at Fair Value through Profit & Loss
- Investments - Non-Current 8,373.37 - 108.00
- Investments - Current 1,937.67 - -

Measured at Fair Value through Other Comprehensive Income

- Investments - Non-Current 713.56 - -

Measured at Fair Value through Amortised Cost

- Investments - Non-Current - 40.00 -

As at March 31, 2023 Level 1 Level 2 Level 3

Measured at Fair Value through Profit & Loss
- Investments - Non-Current 5,242.19 - 104.13
- Investments - Current 2,583.08 -

Measured at Fair Value through Other Comprehensive Income

- Investments - Non-Current 489.90 - -
45 CAPITAL COMMITMENT
The estimated amount of contracts remaining to be executed on capital account not provided for as on the
date of the Balance Sheet is ` NIL (P.Y. ` NIL).
46 
DETAILS OF BENAMI PROPERTY HELD
No proceedings have been initiated or are pending against the Company for holding any benami property
under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
47 BORROWINGS FROM BANKS FOR CREDIT FACILITY
There is no material or significant deviation in the quarterly returns or statements of current assets filed
by the Company with the banks or financial institutions vis-à-vis the books of accounts for the year. The
deviations, if any, have been intimated by the Company to the banks or financial institutions, wherever
necessary.
48 WILFUL DEFAULTER
The Company is not declared wilful defaulter by any bank or financial institution or other lender during the
year.
49 RELATIONSHIP WITH STRUCK OFF COMPANIES
The Company has not entered into any transactions with the companies struck off under Section 248 of the
Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year.
50 REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES (ROC)
During the year, there are no instances of any charges or satisfaction which are pending for registration with
ROC beyond the statutory period.
51 COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES
The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the
Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

108
Notes to the Financial Statements for the period ended 31st March, 2024
52 COMPLIANCE WITH APPROVED SCHEME(S) OF ARRANGEMENTS
There is no Scheme of Arrangement approved by the Competent Authority in terms of Sections 230 to 237 of
the Companies Act, 2013 during the year and hence, no disclosures are required to be made by the Company
in the books of account of the Company during the year.
53 UTILISATION OF BORROWED FUNDS AND SHARE PREMIUM RULE 11(E)
No funds (which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including foreign entity (“Intermediaries”).
No funds (which are material either individually or in the aggregate) have been received by the Company
from any person or entity, including foreign entity (“Funding Parties”).
54 ROUNDING OF AMOUNTS
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as
per the requirement of Schedule III, unless otherwise stated.
The Company does not have any transactions not recorded in books of accounts that has been surrendered
55 
or disclosed as income during the year and previous year in the tax assessments under the Income Tax Act,
1961.
56 T
 he Company has not traded or invested in any crypto currency or virtual currency during the year and
previous year.
57 There has been no fraud by the Company or on the Company during the year and previous year.
Previous year's figures have been regrouped / reclassified / restated, wherever necessary to correspond with
58 
the current year's classification / disclosure.
59 Financial Ratios Numerator Denominator 2023-24 2022-23 Variance Explanation for Variance
(` in (` in Lakhs) % % %
Lakhs)
i Current Ratio 4,284.21 998.77 4.29 4.75 -9.69 -
= Current Assets /
Current Liability
ii Return on Equity Ratio 2,415.88 11,169.30 21.63 8.35 159.04 The ratio has improved due to
= NPAT - Pref. Dividend substantial increase in gain on
/ Avg. Shareholder’s fair valuation of investments in
Equity current year.
iii Inventory Turnover 6,199.58 919.70 6.74 6.11 10.33 -
Ratio
= Cost of Goods Sold /
Avg. Inventory
iv Trade Payable 6,091.16 939.24 6.49 6.14 5.62 -
Turnover Ratio
= Credit Purchases /
Avg. Trade Payables
v Trade Receivable 7,667.14 1,170.26 6.55 6.33 3.50 -
Turnover Ratio
= Credit Sales / Avg.
Trade Receivables
vi Net Capital Turnover 7,667.14 3,748.83 2.05 2.23 -8.29 -
Ratio
= Net Sales / Avg.
Working Capital

109
Rishiroop Limited 39th Annual Report 2023-2024

Notes to the Financial Statements for the period ended 31st March, 2024
vii Net Profit Ratio 732.70 7,667.14 9.56 8.46 12.96 -
= Net Profit / Net Sales
[ Net Profit excludes
gain on fair valuation
of investments (net of
taxes) ]
viii Return on Capital 2,813.52 12,635.04 22.27 10.83 105.61 During the previous financial
Employed year, the figure of EBIT included
= EBIT / Capital an amount of ` 83.26 lakhs on
Employed account of gain on fair valuation
of investments. However during
the current year, the gain on
fair valuation of investments is
` 1,837.56 lakhs. This substantial
increase in fair valuation gain has
positively impacted the return
on capital employed during the
current financial year.
ix Return on Investment 2,141.08 9,795.95 21.86 1.63 1,240.91 The Increase in the ratio is due
= Income generated to the fact that the increase
from investments / in the fair valuation of quoted
Average Investments investments held by the company
has increased substantially on a
comparative basis due to the
overall better performance of
the financial markets vis-à-vis
previous year.
The Company does not have any outstanding debt as at the end of the year. Hence Debt : Equity Ratio & Debt Service
Coverage Ratio have not been computed for the current as well as the previous year.

As per our report attached of even date For and on behalf of the Board
Arvind Kapoor Chairman
For Jayesh Dadia & Associates LLP DIN : 00002704
Chartered Accountants
Aditya Kapoor Managing Director
DIN : 00003019
Rahil Dadia
Partner Hemant Vakil Independent Director
Membership No. :- 143181 DIN : 00005072
Place : Mumbai Agnelo Fernandes Company Secretary &
Dated : 21st May, 2024 Compliance Officer
Mittal Savla Chief Financial Officer

110