Rollatainters Ltd. — Annual Report 2024

May 29, 2024

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Ref.No.: RTL/BSE/NSE/2024-25 Date: 29[th] May 2024

To, The Secretary The Secretary BSE Limited National Stock Exchange Limited, Exchange Phiroze Jeejeebhoy, Towers Limited Plaza Dalal Street, Mumbai - 400001 Bandra Kurla Complex, Bandra (E) Mumbai - 400 051 Scrip Code: 502448 Symbol: ROLLT

Subject: Outcome of the Board Meeting held today i.e Wednesday, May 29, 2024

Dear Sir/Ma’am,

Pursuant to the provision of Regulation 30 and 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company in its meeting held today i.e . Wednesday, 29[th] May,2024, has inter-alia considered and approved the following matters:

1. Audited Financial Results (Standalone and Consolidated) of the Company for the Quarter and Year ended on March 31, 2024. (Copy Enclosed).

2. Audit Report on the aforesaid Financial Results (Standalone and Consolidated) of the Company for the Quarter and Year ended March 31, 2024, issued by the Statutory Auditors of the Company i.e. M/s Chatterjee & Chatterjee, Chartered Accountants. (Copy Enclosed).

3. A declaration to the affect that the Auditors had given an unmodified opinion on Financial Results (Standalone and Consolidated) of the Company for the Quarter and year ended March 31,2024. (Copy enclosed).

4. Related Party Transactions for the half year ended on March 31, 2024.

The Board Meeting was commenced at 04:00 P.M. and concluded at 05:15 PM.

This is for your information and records.

Thanking You, Yours faithfully,

For Rollatainers Limited

Digitally signed by ADITI JAIN ADITI JAIN Date: 2024.05.29 17:28:31 +05'30'

(Aditi Jain)

Company Secretary and Compliance Officer

Encl: As Stated Above

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ROLLATAINERS LIMITED
Statement of Standalone and Consolidated Audited Financial Results for the quarter and Year ended 31st March, 2024
Rupees In "Lakhs"
Standalone Consolidated
S.No. Particulars Quarter Ended Year Ended Quarter Ended Year Ended
31.03.2024 31.12.2023 31.03.2023 31.03.2024 31.03.2023 31.03.2024 31.12.2023 31.03.2023 31.03.2024 31.03.2023
Audited Unaudited Audited Audited Audited Audited Unaudited Audited Audited Audited
1 Income
Revenue from operations 10.00 10.00 10.00 40.00 40.00 29.40 29.40 46.05 117.60 114.25
Other income 24.32 22.76 74.63 77.60 95.49 25.66 23.16 76.24 79.35 99.10
Total income 34.32 32.76 84.63 117.60 135.49 55.06 52.56 122.29 196.95 213.35
2 Expenses
Employee benefits expense 2.88 2.88 1.85 11.42 7.21 3.93 3.93 8.80 19.67 27.69
Finance costs 28.46 27.62 25.27 108.94 103.67 198.15 32.98 53.81 317.62 212.91
Depreciation & amortization - - - - - 2.49 2.54 5.07 10.10 146.79
Other expenses 2.14 1.80 (2.91) 18.94 24.17 10.56 8.84 10.61 46.28 75.49
Total expenses 33.48 32.30 24.21 139.29 135.05 215.13 48.28 78.30 393.67 462.88
3 Profit /(Loss) before exceptional and extraordinary 0.84 0.46 60.42 (21.69) 0.45 (160.08) 4.28 43.99 (196.72) (249.53)
items and tax (1-2)
4 Share of profit/(loss) of associates and joint ventures - - - - - - - -
5 Profit/(Loss) before exceptional items and tax(3+4) 0.84 0.46 60.42 (21.69) 0.45 (160.08) 4.28 43.99 (196.72) (249.53)
6 Exceptional Items - - - - 3.59 1.91 (61.32) 58.46 (1,824.64)
7 Profit/(Loss) before tax (5-6) 0.84 0.46 60.42 (21.69) 0.45 (156.48) 6.19 (17.32) (138.26) (2,074.17)
8 Tax expense
9 Net Profit / (Loss) form ordinary activities after tax 0.84 0.46 60.42 (21.69) 0.45 (156.48) 6.19 (17.32) (138.26) (2,074.17)
(7+8)
10 Other Comprehensive income (OCI)
Items that will not be reclassified to profit & Loss - - - - - - -
Revaluation of land and building - - - - (1,512.62) - (1,512.62) -
11 Total Comprehensive income for the period (9+10) 0.84 0.46 60.42 (21.69) 0.45 (156.48) (1,506.44) (17.32) (1,650.88) (2,074.17)
12 Minority interest - - - - (3.57) (155.08) (12.81) (163.31) (227.36)
13 Net profit/loss after minority interest (11-12) 0.84 0.46 60.42 (21.69) 0.45 (152.91) (1,351.36) (4.51) (1,487.58) (1,846.81)
14 Paid up equity share capital (face value of Rs 1 / each) 2,501.30 2,501.30 2,501.30 2,501.30 2,501.30 2,501.30 2,501.30 2,501.30 2,501.30 2,501.30
15 Other equity - - - (1,425.19) (1,403.50) - - - (3,430.10) (1,942.53)
16 Earning per share (not annualized)
Basic and Diluted 0.00 0.00 0.02 (0.01) 0.00 (0.06) (0.54) (0.00) (0.59) (0.74)
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Notes to financial results:

• 1 The above audited financial results have been reviewed and recommended by the Audit Committee on 29th May, 2024 and subsequently have been approved by the Board of Directors of the company at their meeting held on 29th May, 2024.

• 2 The Financial results have been prepared in accordance with Indian Accounting Standards ('Ind AS') prescribed under Section 133 of Companies Act, 2013 read with relevant rules thereunder and in terms of regulations of the SEBI (listing obligations and disclosure requirements) Regulations, 2015 (as amended).

• 3 During the year, company has shown expense under the head exceptional items as detailed below:

	Standalone	Consolidated
i) Balances written back	-	58.46
Total	-	58.46

• 4 During the financial year, the subsidiary company has decided to sell its land and building, which were originally acquired for the purpose of production and manufacturing. In compliance with Ind AS 5, "Non-current Assets Held for Sale and Discontinued Operations," these assets have been have been reclassified from property, plant, and equipment to non-current assets held for sale. The sale of these assets is anticipated to be completed within the next financial year. No liabilities are associated with these assets.

• 5 The Statement includes the results for the quarter ended March 31, 2024 being the balancing audited figures in respect of the full financial year ended March 31, 2024, and the published unaudited year-to-date figures up to December 31, 2023, being the date of the end of the third quarter of the current financial year, which were subjected to a limited review as required under the Listing Regulations.

• 6 The consolidated financial statements include financial statements of the subsidiaries RT Packaging Ltd. and JV Rollatainers Toyo Machines Pvt. Ltd. (struck off) and Oliver Engineering Private Limited(till September, 2023)

• 7 The Company's business activities which are primarily leasing and related activities falls within a single reportable segment as the management of the Company views the entire business activities as single segment. Accordingly, there are no additional disclosures to be furnished in accordance with the requirement of Ind AS 108 — Operating Segments with respect to single reportable segment. Also, therefore there are no reportable geographical segment.

• 8 The Company's accumulated losses as on 31st March, 2024 stands at Rs.12,286.93 lakhs. The Group's accumulated losses as on 31st March, 2024 stand at Rs. 20,942.12 lakhs. However, these financial results have been prepared on the going concern basis as the management is confident on the Company’s ability to continue as a going concern for a foreseeable future.

• 9 Subsequent to the year end, Board of Directors of the Company in their meeting on 20th April 2024, had proposed for issue of 11,76,47,070 convertible equity warrants to certain non-promoter entities on a preferential basis at Rs 1.70/- each, aggregating to Rs. 2,000 lacs. This proposal was approved by shareholders in an extraordinary general meeting on 16th May 2024. The Company is in the process of getting regulatory approval for the same.

• 10 Subsequent to the year end, Board of Directors of the Company in their meeting on 10th May 2024, have proposed variation/alteration in the terms of preference shares of the Company as below: (a) Allotment of 53,63,984 10% Compulsorily Convertible Preference Shares (CCPS) of Re. 1/- each in lieu of existing 1,40,000, 10% Redeemable Non-Convertible Preference Shares (RNCPS) of Rs. 100 each. (b) Allotment of 3,83,14,176 2% Compulsorily Convertible Preference Shares (CCPS) of Re. 1/- each in lieu of existing 10,00,000, 2% Redeemable Non-Convertible Preference Shares (RNCPS) of Rs. 100 each. The Extraordinary general meeting for this proposal is scheduled to be held on 05th June 2024.

• 11 Previous year figures have been regrouped and rearranged wherever necessary to make them comparable with those of current year.

For ROLLATAINERS LIMITED Digitally signed by Aarti Jain Aarti Jain Date: 2024.05.29 16:45:05 +05'30' AARTI JAIN Date: 29th May 2024 Chairperson Place: New Delhi

ROLLATAINERS LIMITED

Statement of Standalone and Consolidated Audited Financial Results for the quarter and year ended 31st March, 2024

A 1 (a) Property, plant and equipment (b) Financial assets Investment (c) Other non-current assets Sub total-Non-current assets 2 (a) Financial assets Trade receivables Cash and cash equivalents Other bank balances Other current financial assets (b) Current tax assets (net) (c) Other current assets Sub total-current assets 3 TOTAL-ASSETS (B) 1 (a) Equity share capital (b) Other equity (c) Non controlling interest Sub total-equity 2 (a) Financial liabilities Borrowings Other financial liabilities Sub total-Non-current liabilities (a) Financial liabilities Trade payables (b) Other financial liabilities (c) Other current liabilities Sub total-current liabilities TOTAL EQUITY AND LIABILITIES Date: 29th May 2024 Place: New Delhi Non-current assets Current assets Assets included in disposal group held for sale EQUITY AND LIABILITIES Equity Liabilities Non-current liabilities Current liabilities ASSETS Particulars

Rupees In "Lakhs" As at 31.03.2024 As at 31.03.2023 As at 31.03.2024 As at 31.03.2023 - - - 4,480.28 340.00 340.00 340.00 340.00 2,400.71 2,400.71 112.90 111.40 2,740.71 2,740.71 452.90 4,931.68 458.42 458.43 657.57 187.75 19.13 21.75 27.30 48.88 9.31 9.31 47.55 47.55 - - 2.52 12.91 32.09 68.46 62.80 98.83 567.02 892.39 11.33 368.33 1,085.97 1,450.33 809.07 764.25 - - 2,957.55 - 3,826.68 4,191.04 4,219.53 5,695.93 2,501.30 2,501.30 2,501.30 2,501.30 (1,425.19) (1,403.50) (3,265.98) (1,942.53) - - (1,169.20) (1,005.90) 1,076.11 1,097.80 (1,933.88) (447.12) 1,070.88 961.95 3,515.94 3,083.95 - - 54.40 54.40 1,070.88 961.95 3,570.34 3,138.35 6.93 27.98 831.41 781.21 1,631.80 2,048.60 1,631.80 2,048.60 40.95 54.71 119.85 174.88 1,679.68 2,131.29 2,583.07 3,004.69 3,826.68 4,191.04 4,219.53 5,695.93 AARTI JAIN Chairperson For ROLLATAINERS LIMITED Standalone Consolidated Aarti Jain Digitally signed by Aarti Jain Date: 2024.05.29 16:45:26 +05'30'

ROLLATAINERS LIMITED

Consolidated Cash Flow Statement for the Year Ended 31st March, 2024

A CASH FLOW FROM OPERATING ACTIVITIES: Profit as per profit & loss account (PBT) Add: Other comprehensive income Add: Exceptional items Loss on sale of fixed asset Diminution in value of inventory Balances written off/ (back) Loss on sale of inventory Provision for doubtful debt Depreciation/amortisation/impairment Financial expense Interest income Change in current / Non current liabilities: (Increase)/decrease in inventories (Increase)/decrease in trade receivables (Increase)/decrease in other non- current assets (Increase)/decrease in other current assets (Increase)/decrease in financial assets Increase/(decrease) in trade payable Increase/(decrease) in current liabilities Increase/(decrease) in other financial liabilities Increase/(decrease) in provisions Cash generation from operations activities Tax refund/ (paid) Cash flow before extraordinary items Net cash from operating activities B CASH FLOW FROM INVESTING ACTIVITIES Sale of fixed assets (Purchase)/Sale in Investments Proceeds/(purchase) from maturity of bank deposits and Interest received & other income Net cash from investing activities C CASH FLOW FROM FINANCING ACTIVITIES Repayment of borrowing Net cash from financing activities Net cash flows during the year (A+B+C) Loss of control on subsidiary Cash & cash equivalents (opening balance) Cash & cash equivalents (closing balance) Particulars

As at 31.03.2024 As at 31.03.2023 As at 31.03.2024 As at 31.03.2023 (21.69) 0.45 (1,650.88) (2,074.17) 1,512.62 - (58.46) - - - - 803.47 - - - 1,172.98 - - - (448.11) - - - 113.66 - - - 182.64 10.10 146.79 108.94 103.67 317.62 212.91 (41.28) (95.49) (43.02) (99.10) 45.97 8.62 87.97 11.07 - - - 25.43 0.01 418.89 (16.51) 421.21 - - 8.90 - 361.74 (377.81) 353.64 (380.17) - - - - (21.06) (36.14) (344.66) (611.18) (13.76) 1.62 (55.03) 402.39 (416.79) 297.90 (98.92) 297.90 - - - (14.29) (43.90) 313.08 (64.61) 152.36 - 0.12 - (7.08) (43.90) 313.20 (64.61) 145.29 (43.90) 313.20 (64.61) 145.29 - - - 180.57 - (340.00) - - - - - (1.65) 41.28 27.73 43.02 29.07 41.28 (312.27) 43.02 (132.09) - - - - - - - - (2.61) 0.93 (21.57) 13.20 - - - - 21.75 20.81 48.88 35.68 19.13 21.75 27.30 48.88 Stand Alone Consolidated

For ROLLATAINERS LIMITED

Aarti Jain

Digitally signed by Aarti Jain Date: 2024.05.29 16:45:40 +05'30'

Date: 29th May 2024 Place: New Delhi

AARTI JAIN Chairperson

B.21/1, First Floor, Rathyatra Market Rathyatra Crossing, Varanasi-221010 Ph. No. +91 88107 41948 Email: ca.ccvns@gmail.com

CHATTERJEE & CHATTERJEE CHARTERED ACCOUNTANTS

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Independent Auditor’s Report on the Standalone Annual Financial Results of the Company and Review of Quarterly Financial Results of Rollatainers Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (as amended)

To

The Board of Directors Rollatainers Limited

Opinion

1. We have audited the accompanying statement of Standalone Annual Financial Results of Rollatainers Limited (“the Company”) for the year ended March 31, 2024 and reviewed the accompanying statement of Standalone Financial Results for the quarter ended March 31, 2024 (referred to as “Statement” and shall be construed accordingly), attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, including relevant circulars issued by the SEBI from time to time.

2. In our opinion and to the best of our information and according to the explanations given to us, these quarterly and annual standalone financial results:

3. (i) are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

4. (ii) give a true and fair view in conformity with the applicable Indian Accounting Standards ("Ind-AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act") and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the quarter ended March 31, 2024 and of the net loss and other comprehensive income and other financial information for the year ended March 31, 2024.

5. Conclusion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Financial Results and Review of Standalone Financial Results’ 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.

CHATTERJEE & CHATTERJEE CHARTERED ACCOUNTANTS

1. Material uncertainty related to going concern

2. a). As stated in note no. 7 to the accompanying Statement, the Company has incurred a net loss of Rs. 21.69 lakhs for the year ended March 31, 2024 and accumulated losses as at March 31, 2024 stand at Rs. 12,286.93 lakhs resulting in erosion of its net worth. This condition indicate that a material uncertainty exists which may cast significant doubt about the Company’s ability to continue as a going concern. However, these financial results have been prepared on the going concern basis as the management is confident on the Company’s ability to continue as a going concern for a foreseeable future.

Our report is not modified in respect of the above-mentioned matter.

1. Emphasis of matter

2. a). Few bank accounts are dormant and pending for reconciliation. The balances in the same are not material.

3. b). Trade payables, trade receivables and other loans and advances given or taken are to subject for reconciliation and confirmation.

Our report is not modified in respect of the above-mentioned matters.

Management’s Responsibilities for the Standalone Financial Results

1. This Statement results has been prepared on the basis of the standalone annual financial statements and interim financial results. The Company’s Board of Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net loss and other comprehensive income and other financial information in accordance with the applicable Ind-AS prescribed under section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. 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 Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

2. In preparing the Statement, the Board of Directors are 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

3. The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

CHATTERJEE & CHATTERJEE CHARTERED ACCOUNTANTS

Auditor’s Responsibilities:

1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is 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 the Statement.

2. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

3. Identify and assess the risks of material misstatement of the Statement, 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.

4. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

5. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

6. Conclude on the appropriateness of the Board of Directors’ 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 results 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.

7. Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

8. 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.

9. 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.

CHATTERJEE & CHATTERJEE CHARTERED ACCOUNTANTS

Other matters

1. As disclosed in note no. 9 to the accompanying statement, pursuant to the meeting held on April 20, 2024 of the board of directors, the Company had proposed to issue of 11,76,47,070 convertible equity warrants to certain non-promoter entities on a preferential basis at Rs 1.70/- each, aggregating Rs. 2,000 lacs. This proposal was approved by shareholders in an extraordinary general meeting on May 16, 2024. The Company is in the process of getting regulatory approval for the same.

2. As disclosed in note no. 10 to the accompanying statement, pursuant to the meeting held on May 10, 2024 of the board of directors, the Company have proposed variation/alteration in the terms of preference shares of the Company as below:

3. a. Allotment of 53,63,984 10% Compulsorily Convertible Preference Shares (CCPS) of Re. 1/- each in lieu of existing 1,40,000, 10% Redeemable Non-Convertible Preference Shares (RNCPS) of Rs. 100 each.

4. b. Allotment of 3,83,14,176 2% Compulsorily Convertible Preference Shares (CCPS) of Re. 1/- each in lieu of existing 10,00,000, 2% Redeemable Non-Convertible Preference Shares (RNCPS) of Rs. 100 each.

The extraordinary general meeting for this proposal is scheduled to be held on June 05, 2024.

1. The Statement includes the results for the quarter ended March 31, 2024 being the balancing audited figures in respect of the full financial year ended March 31, 2024, and the published unaudited year-to-date figures up to December 31, 2023, being the date of the end of the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For Chatterjee & Chatterjee Chartered Accountants Firm registration no: 001109C

Digitally signed by BALDEO DAS BALDEO DAS GUJRATI GUJRATI Date: 2024.05.29 17:04:19 +05'30'

BD Gujrati Partner Membership Number: 010878

Place: New Delhi Date: May 29, 2024 UDIN: 24010878BKHBQM5952

B.21/1, First Floor, Rathyatra Market Rathyatra Crossing, Varanasi-221010 Ph. No. +91 88107 41948 Email: ca.ccvns@gmail.com

CHATTERJEE & CHATTERJEE CHARTERED ACCOUNTANTS

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Independent Auditor’s Report on consolidated annual financial results and review of the quarterly financial results of Rollatainers Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Board of Directors Rollatainers Limited

1. Introduction

We have audited the accompanying statement of consolidated annual financial results of Rollatainers Limited (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), and its share of the net profit/(loss) after tax and total comprehensive income / loss of its associates and joint ventures for the year ended March 31, 2024 and reviewed the accompanying statement of consolidated financial results for the quarter ended March 31, 2024 (referred to as “the Statement” and shall be construed accordingly), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) , including relevant circulars issued by the SEBI from time to time.

1. In our opinion and to the best of our information and according to the explanations given to us, these quarterly and annual consolidated financial results:

2. (i). are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

3. (ii). give a true and fair view in conformity with the applicable Indian Accounting Standards ("Ind-AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act") and other accounting principles generally accepted in India, of the net loss and other comprehensive income and other financial information for the quarter ended March 31, 2024.

4. Conclusion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the consolidated financial results and review of consolidated financial results’ 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.

CHATTERJEE & CHATTERJEE CHARTERED ACCOUNTANTS

1. The Statement includes the results of the following entities: a). RT Packaging Limited (subsidiary) b). Rollatainers Toyo Machines Private Limited (joint venture) c). Oliver Engineering Private Limited (associate) till September 2023

2. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 7 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

3. Material uncertainty related to going concern

4. As stated in note no. 7 to the accompanying Statement, the Group has incurred a net loss of Rs. 160.08 lakhs and Rs. 196.72 lakhs (before adjustment of exceptional items) for the quarter and year ended March 31, 2024 and accumulated losses as on March 31, 2024 stand at Rs. 20,942.12 lakhs. This condition indicate that a material uncertainty exists which may cast significant doubt about the Company’s ability to continue as a going concern. However, these financial results have been prepared on the going concern basis as the management is confident on the Company’s ability to continue as a going concern for a foreseeable future.

Our report is not modified in respect of the above-mentioned matter.

1. Emphasis of matter

2. a). The financial results of associate and joint venture have not been reviewed by the auditors. Further, the joint venture- Rollatainers Toyo Machines Private Limited, has been struck off as on the current date. CIRP process had been completed against Oliver Engineering Private Limited -the associate.

3. b). Few bank accounts are dormant and pending for reconciliation. The balances in the same are not material.

4. c). Trade payables, trade receivables and other loans and advances given or taken are to subject to reconciliation and confirmation.

Our report is not modified in respect of the above-mentioned matters.

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CHATTERJEE & CHATTERJEE CHARTERED ACCOUNTANTS

Management’s Responsibilities for the consolidated financial results

1. This Statement results has been prepared on the basis of the consolidated annual financial statements and interim financial results. The Company’s Board of Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net loss and other comprehensive income and other financial information in accordance with the applicable Ind-AS prescribed under section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. 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 Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

2. In preparing the Statement, the Board of Directors are 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

3. The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities:

1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is 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 the Statement.

2. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

3. Identify and assess the risks of material misstatement of the Statement, 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.

CHATTERJEE & CHATTERJEE CHARTERED ACCOUNTANTS

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors’ 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 results 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 Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

• 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.

Other matters

1. The share of loss of one (1) associate has not been reviewed/audited by their auditors as at March 31, 2024, has not been included in the consolidation as it has loss exceeding the carrying value of the Investments as on March 31, 2024. The annual financial information, has not been furnished to us by the Group so far it relates to the amounts and disclosures included in respect of the aforesaid associate, is based solely on such unaudited financial information. According to the information and explanations provided to us by the management, this financial information is not material to the Group. We have relied on the management certified financial information for the purpose of consolidation.

2. The Statement include the annual financial information of one (1) joint venture which has not been reviewed/audited as at March 31, 2024.This annual financial information has been furnished to us by the Group so far as it relates to the amounts and disclosures included in respect of the aforesaid joint venture, and is based solely on such unaudited financial information. According to the information and explanations provided to us by the management, this financial information is not material to the Group. We have relied on the management certified financial information for the purpose of consolidation.

CHATTERJEE & CHATTERJEE CHARTERED ACCOUNTANTS

1. As stated in note no. 4 to the accompanying statement, during the financial year, the subsidiary of the Company has decided to sell its land and building, which were originally acquired for the purpose of production and manufacturing. In compliance with Ind AS 5, "Non-current Assets Held for Sale and Discontinued Operations," these assets have been have been reclassified from property, plant, and equipment to non-current assets held for sale. The sale of these assets is anticipated to be completed within the next financial year. No liabilities are associated with these assets.

2. As disclosed in note no. 9 to the accompanying statement, pursuant to the meeting held on April 20, 2024 of the board of directors, the Company had proposed to issue of 11,76,47,070 convertible equity warrants to certain non-promoter entities on a preferential basis at Rs 1.70/- each, aggregating Rs. 2,000 lacs. This proposal was approved by shareholders in an extraordinary general meeting on May 16, 2024. The Company is in the process of getting regulatory approval for the same.

3. As disclosed in note no. 10 to the accompanying statement, pursuant to the meeting held on May 10, 2024 of the board of directors, the Company have proposed variation/alteration in the terms of preference shares of the Company as below:

4. a. Allotment of 53,63,984 10% Compulsorily Convertible Preference Shares (CCPS) of Re. 1/- each in lieu of existing 1,40,000, 10% Redeemable NonConvertible Preference Shares (RNCPS) of Rs. 100 each.

5. b. Allotment of 3,83,14,176 2% Compulsorily Convertible Preference Shares (CCPS) of Re. 1/- each in lieu of existing 10,00,000, 2% Redeemable NonConvertible Preference Shares (RNCPS) of Rs. 100 each.

The extraordinary general meeting for this proposal is scheduled to be held on June 05, 2024.

1. The Statement includes the results for the quarter ended March 31, 2024 being the balancing audited figures in respect of the full financial year ended March 31, 2024, and the published unaudited year-to-date figures up to December 31, 2023, being the date of the end of the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For Chatterjee & Chatterjee Chartered Accountants Firm registration no: 001109C

Digitally signed by BALDEO DAS BALDEO DAS GUJRATI GUJRATI Date: 2024.05.29 17:05:03 +05'30' BD Gujrati Partner Membership Number: 010878

Place: New Delhi Date: May 29, 2024 UDIN: 24010878BKHBQN5544

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Ref.No.: RTL/BSE/NSE/2024-25 Date: 29[th] May 2024

To

The Secretary BSE Limited Phiroze Jeejeebhoy, Towers Limited Dalal Street, Mumbai - 4000 01	The Secretary National Stock Exchange Limited Exchange Plaza Bandra Kurla Complex Bandra (E) Mumbai- 400 051
Scrip Code: 502448	Symbol: ROLLT

Sub: Declaration with respect to unmodified opinion of the Statutory Auditors on the Audited Financial Results for the financial year ended 31st March, 2024.

Dear Sir/Ma’am,

Pursuant to Regulation 33(3)(d) of the Securities and Exchange Board of India [Listing obligations and Disclosure Requirements) Regulations, 2015 and as amended till date, we hereby declare that M/s Chatterjee & Chatterjee, Chartered Accountants, Statutory Auditors of the Company has issued the Audit Report on Audited Financial Results (Standalone and Consolidated) of the Company for the financial year ended 31[st] March, 2024 with an unmodified opinion.

Please take the above on record.

Thanking You, Yours Faithfully

For Rollatainers Limited

Digitally signed by Aarti Jain Date: 2024.05.29 17:24:41 Aarti Jain +05'30'

(Aarti Jain) Chairperson and Director