Your Directors have pleasure in presenting their Forty-First (41^st) Annual Report, together with the
Audited Statement of Accounts for the financial year ended March 31, 2026.

FINANCIAL SUMMARY

The summarized financial results of the Company for the year ended March 31, 2026 are presented
below:

(? in Lacs)

BUSINESS OVERVIEW AND STATE OF AFFAIRS

The global economic environment during the year remained marked by heightened geopolitical
tensions, ongoing regional conflicts, and evolving trade dynamics, including tariff realignments and
supply chain diversification. These factors, coupled with fluctuating energy prices and tighter financial
conditions in certain economies, continued to create uncertainty in global growth prospects.

Against this backdrop, India demonstrated notable resilience, with real GDP growth estimated at
approximately 6.5% in FY 2025-26, remaining among the highest globally. Growth was supported by
strong domestic demand, sustained government capital expenditure, and continued momentum in the
manufacturing sector.

From the Company’s perspective, the year was characterized by input cost volatility and dynamic
market conditions. The moderation in feedstock prices towards the end of the year provided some
relief; however, margin pressures persisted due to lag effects and competitive pricing environments.
The Company mitigated the impact of weaker demand in export markets through a stronger focus on
domestic sales, where volume growth remained encouraging.

The Company continues to closely monitor global developments, optimize its product mix, enhance
operational efficiencies, and strengthen its market presence to navigate emerging challenges and
capitalize on growth opportunities.

During the year under review, your Board approved estimated capital expenditure of ? 35.00 crore
for the establishment of a new business line in Plastics/Plastics compounding and also for capacity
expansion of the existing business, at Wadivare factory site.

Your Company’s sales turnover during the year under review was ? 7198.97 lacs as compared to
? 7436.11 lacs in the previous year. Other income in the year under review was ? 430.67 lacs as
compared to ? 971.80 lacs in previous year, due to sharp decrease in value of investment portfolio in
the last month of the financial year. Hence, total of sales and other income decreased to ? 7629.64
lacs from ? 8407.91 lacs in the previous year. The Profit Before Tax (PBT) for the period was ? 863.35

lacs as against profit of ? 1440.68 lacs in the previous year.

SHARE CAPITAL

The total issued and paid-up share capital of the Company as on March 31, 2026 is ? 9,16,36,030/-
divided into 91,63,603 equity shares of ? 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
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 41^st Annual
General Meeting, the payment of final dividend @ 15 % (? 1.50 per share) (subject to tax deduction at
source) on the equity shares of face value of ? 10/- each for the year ended March 31, 2026.

The Board proposes to transfer an amount of ? 25.00 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 ? 199,458 /- (for FY 2017-18) which remained unclaimed for a
period of seven years was transferred to the Investor Education and Protection Fund (IE&PF) during
the year. Further, 9,020 equity shares pertaining to such unclaimed dividend for financial year 2017¬
18 was also transferred to the IE&PF Authority, as per the statutory provisions. Dividend amount of
? 334,185/- for the financial year 2024-25, 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

Pursuant to Section 149(11) of the Companies Act, 2013, Mrs. Vijyatta Jaiswal (DIN: 07131327) Non¬
Executive Independent Director of the Company, demitted office at the conclusion of the 40^th Annual
General Meeting of the Company consequent to completion of her second and final term of her
appointment of five consecutive years as Independent Director. The Board of Directors places on record
its appreciation for the assistance and guidance provided by Mrs. Vijyatta Jaiswal during her tenure as
an Independent Director of the Company, specifically in the realm of accountancy, taxation, regulatory
compliance and risk management.

The Board in the meeting held on May 15, 2025, appointed Mrs. Falguni Hitesh Shah (DIN: 00635202),
a practicing chartered accountant having over 30 years of experience, as an Additional Director of the
Company (in the capacity of Non-Executive Independent Director). Her appointment as Non-Executive
Independent Director for a term of five consecutive years from May 15, 2025 to May 14, 2030 was
approved by the members through a Special Resolution passed through Postal Ballot on June 30, 2025.

In terms of 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 re-appointment.

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, 2026.

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
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 Obligation
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 Company, 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 have either cleared or are exempt
from the online proficiency self-assessment test conducted by IICA which is prescribed under the
relevant Rules.

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 Financial 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 2025-26 forms part of the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD

The Independent Directors, during their separate meeting held on February 10, 2026 and the Board in
its meeting also held on February 10, 2026, 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.

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. The 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, 2026, 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, 2026, and of the profit and loss of the Company for
the year ended March 31, 2026;

3) The 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;

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2026 on a
going concern basis;

5) The 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 & AUDITORS’ REPORT

Jayesh Dadia & Associates LLP, Chartered Accountants (Registration No. 121142W/W100122), were
appointed as Statutory Auditors at the 37^th Annual General Meeting till the conclusion of 42^nd Annual
General Meeting of the Company.

The observations of the Statutory Auditors on the annual financial statement for the year ended March
31, 2026, 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 2025-26, there have been no frauds reported by the auditors.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

At the last Annual General Meeting held on September 8, 2025, as per requirement of the Companies
Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read
with Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
the Members, on the recommendation of the Board of Directors and its Audit Committee, approved
the appointment of DM & Associates Company Secretaries LLP (FRN: L2017MH003500), a peer reviewed
firm of Company Secretaries, as the Secretarial Auditors of the Company to hold office for a term of
five consecutive years up to FY 2030. DM & Associates Company Secretaries LLP have confirmed that
they are not disqualified from continuing as the Secretarial Auditors of the Company.

DM & Associates Company Secretaries LLP have conducted Secretarial Audit for the FY 2025-26 and the
Secretarial Audit Report in Form MR-3 dated April 30, 2026 issued by them, is attached separately to this
Report. Further, pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the Secretarial Compliance Report dated April 30, 2026, in the prescribed format,
is 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 renewing
the leave and license agreement with Rishiroop Polymers Private Limited, a related party, in respect
of 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
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. 36 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
Obligation 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 15, 2025 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.

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 2025¬
26 are given below:

(i) The 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 2025-26 are as under:

* Remuneration for FY 2025-26 was for part of the year till September 8, 2025

** Was appointed during FY 2025-26, hence, there was no remuneration for the previous year

In the financial year, there was an increase of 11.36 % in the median remuneration of the employees.

(ii) There were 35 permanent employees on the rolls of your Company as on March 31, 2026.

(ili) Average percentage increase in the salaries of employees other than the managerial personnel in
the last financial year i.e. 2025-26 was 13.20 %, whereas, increase in the managerial remuneration
for the same financial year was 14 %. Managerial remuneration paid during the financial year
2025-26 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your
Company.

(iv) 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 2025-26 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 7, 2023. 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 Company affirms that during the year under review no personnel of the Company have
been denied access to the Audit Committee. 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/.

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 of sexual harassment received in the year : Nil

• No. of complaints disposed off during the year : Nil

• No. of complaints pending for more than ninety days : 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, 2026 will be uploaded on the website of
the Company on weblinkhttp://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

The Company is classified as a ‘Small Enterprise’ under the Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006. Accordingly, pursuant to the Section 148(1) of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is
not applicable to the Company.

COMPLIANCE WITH THE PROVISONS OF MATERNITY BENEFIT ACT, 1961

The Company has adhered to and is in full compliance with the statutory requirements and provisions
relating to Maternity Benefit Act, 1961.

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.

• 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.

• Your Company is not identified as a ‘Large Corporate’ as per the framework provided in SEBI
Circular No. SEBI/HO/DDRS/CIR/P/2018/144 dated 26^th 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 in the Income Tax Act, 2025 (‘IT Act’). To enable compliance with TDS requirements,
Members are requested to complete and/or update their Residential Status, PAN, Category as per the
IT Act with their Depository Participants (‘DPs’) (if shares are held in electronic form) or with the
Company/ RTA - MUFG Intime India Private Limited (if shares are held in physical form). Shareholders
are requested to note that where a valid PAN is not available in the records of the Company/Registrar
and Transfer Agent (RTA), tax will be deducted at source (TDS) on dividend at a higher rate of 20%,
in accordance with the applicable provisions of the IT Act. Applicable tax certificates and documents
under the IT Act (Form 121, Form 41 etc.) should be sent by email to investor@rishiroop.comon or
before August 28, 2026 to enable the Company to determine the appropriate TDS / withholding tax
rate applicable.

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: 16.05.2026 Chairman

DIN: 00002704

Registered Office:

W-75(A) & W-76(A), MIDC Industrial Area,

Satpur, Nasik - 422007

CIN - L25200MH1984PLC034093