Your Directors have pleasure in presenting the Thirteenth Annual Report and the Audited Financial Statements for the Financial Year ended 31^st March, 2022.

HIGHLIGHTS OF FINANCIALS

Financial performance of your Company for the Financial Year ended 31^st March, 2022 is summarised below:

BUSINESS OUTLOOK & FINANCIAL PERFORMANCE

2021-22 has been one of the most exciting year for your Company. Three key acquisitions came into our fold - Unitop Chemicals Private Limited, Tristar Intermediates Private Limited, and Romakk Chemicals Private Limited. Inspite of volatile feedstock prices and a challenging inflationary macro-environment, we have reported encouraging performance. Revenue growth has been 55% on a standalone basis and 109% on a consolidated basis. We witnessed improved traction in engagements with several new and existing customers across various industries leading to a healthy uptick in all business verticals - Home, Personal Care and Performance Chemicals (“HPPC”); Textile Specialty Chemicals (“TSC”); Animal Health and Nutrition (“AHN”).

For the Financial Year ended 31^st March, 2022, on a standalone basis, your Company achieved total revenue from operations of ' 10,728.44 million compared to ' 6,904.14 million during the previous Financial Year. Earnings before interest tax depreciation and amortisation (EBITDA) increased from ' 1,213.41 million in the previous Financial Year to ' 1,227.93 million during the Financial Year ended 31^st March, 2022. Profit after Tax (PAT) was at ' 794.74 million in the current Financial Year as compared to ' 791.02 million in the previous Financial Year.

During the Financial Year under review, our strong growth momentum continued with top line witnessing a robust growth of over 55%. All the business verticals registered significant growth - HPPC grew by 46%, TSC by 61% and AHN by 93%. Also, this growth happened both in the India and the International markets.

Through the year, the raw material and logistics situation continued to remain challenging, both in terms of pricing and availability, which impacted our margins.

During the previous Financial Year, your Company had operationalised its state of-the-art Research and Development facility, Rossari Centre of Excellence, located at the IIT campus in Mumbai. The facility is fully equipped with advanced testing and research equipments. This facility alongside the existing R&D arm at Silvassa helped your Company to identify and develop new niches in its product portfolio, improve operational efficiencies, develop new products and strengthen our core chemistries. Another key focus area for us is towards leveraging upon our R&D capabilities with impetus on sustainability and environment friendliness. As a Company, our aim has been to move towards more sustainable and green products and formulations and our R&D framework is built around this philosophy. Your Company is one of the frontrunners in the domestic market for producing environmentally benign substitutes, across segments. Our green products have been widely appreciated in the markets and we are constantly evaluating opportunities to introduce new business lines with distinguished and sustainable offerings.

On 31^st March, 2021, your Company successfully achieved the full commissioning of its Greenfield manufacturing facility at Dahej, Gujarat. This facility is equipped with flexible and interchangeable capacities for our three business verticals. During the Financial Year under review, the site was further augmented by automation, administration, and other facilities and is now a state-of-the-art

automated unit, bringing higher cost-efficiencies and economies of scale. This plant also enjoys proximity to various ports such as the Hazira port, the upcoming deep-water and multi-cargo port of Dahej and another one coming up at Mundra. This will help provide significant cost and logistical advantage to the Company. With this augmented capacity, strong upcoming pipeline of new product launches and new business lines within the four core chemistries, your Company will be able to sustainably ramp-up utilisation levels at the Dahej unit over the next 3-4 years.

ACQUISITIONS:

Financial Year 2021-22 has been yet another milestone year in Rossari's growth story. During the Financial Year, the Company announced strategic acquisitions of three high-quality and high-potential companies in the Speciality Chemical space viz. Unitop Chemicals Private Limited, Tristar Intermediates Private Limited, and Romakk Chemicals Private Limited. These acquisitions bring in multitude of synergies such as expanded product portfolio, stronger presence in new markets, cross-selling opportunities, and access to newer technologies, capacity and talent. The blend of capabilities from all our strategic acquisitions will enable us to build presence and gain scale in our key segments, thus accelerating growth for Rossari :

- Unitop Chemicals is engaged in the business of manufacturing of surfactants, emulsifiers and speciality chemicals.

- Tristar Intermediates is engaged in the business of manufacturing and supply of preservatives, aroma chemicals and home and personal care additives.

- Romakk Chemicals is engaged in the business of manufacturing and sale of silicone oils and its derivatives and a range of emulsions derived from silicone oils and its derivatives across all industries.

On a consolidated basis, your Company achieved total revenue from operations of ' 14,829.74 million as compared to ' 7,093.45 million during the previous Financial Year. Earnings before interest tax depreciation and amortisation (EBITDA) increased from ' 1,235.44 million in the previous Financial Year to ' 1,834.43 million during the Financial Year ended 31^st March, 2022. Profit after Tax (PAT) was at ' 976.95 million in the current Financial Year as compared to ' 800.46 million in the previous Financial Year.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (“the Act”), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and forms a part of this Annual Report. In accordance with Section 136 of the the Act, the Audited Financial

Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its Subsidiaries are available on the website of the Company at www.rossari.com/financial-information/.

The Board of Directors of the Company reviewed the affairs of Subsidiaries / Associate of the Company. Pursuant to the provisions of Section 129 (3) of the Act and the Companies (Accounts) Rules, 2014, the salient features of the Financial Statement of each of our Subsidiaries / Associate / Joint Venture are set out in the Form AOC-1, which forms a part of the Financial Statements section of this Annual Report.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE

During the Financial Year under review, the Company had the following Subsidiaries / Associate / Joint Venture namely:

Buzil Rossari Private Limited

Buzil Rossari Private Limited (“BRPL”) is a wholly owned subsidiary of the Company. BRPL achieved a revenue of ' 848.37 million as compared to ' 568.25 million in the previous Financial Year. Profit before tax is ' 65.26 million as against profit of ' 29.99 million in the previous Financial Year. The profit after tax stood at ' 49.12 million as compared to the profit of ' 28.91 million in the previous Financial Year.

Rossari Personal Care Products Private Limited

Rossari Personal Care Products Private Limited (“RPCPPL”) (Formerly known as Neutron Impex Private Limited) became wholly owned Subsidiary of the Company w.e.f. 23^rd July, 2021. RPCPPL achieved a revenue of ' 59.13 million as compared to ' 40.49 million in the previous Financial Year. Profit / (Loss) before tax is ' 1.48 million as against profit / (loss) of ' (6.25) million of the previous Financial Year. The profit /(loss) after tax stood at ' 1.51 million as compared to the profit / (loss) of ' (6.25) million in the previous Financial Year.

Unitop Chemicals Private Limited

Rossari acquired 65% stake in Unitop Chemicals Private Limited (“UCPL”) w.e.f. 26^th August, 2021. UCPL achieved a revenue of ' 2,697.37 million from the date of accquisition upto 31^st March, 2022. The profit before tax stood at ' 347.04 million and the profit after tax stood at ' 215.99 million for the aforesaid period.

Tristar Intermediates Private Limited

Rossari acquired 76% stake in Tristar Intermediates Private Limited (“TIPL”) w.e.f. 01^st September, 2021. TIPL achieved a revenue of ' 1,045.19 million from the date of acquisition upto 31^st March, 2022. The profit before tax stood at ' 100.21 million and the profit after tax stood at ' 82.26 million for the aforesaid period.

Romakk Chemicals Private Limited

Rossari acquired a 50.10 % stake in Romakk Chemicals Private Limited (“RCPL”) w.e.f. 25^th November, 2021. RCPL achieved a

revenue of ' 115.12 million from the date of acquisition upto 31^st March, 2022. The profit before tax stood at ' 9.76 million and the profit after tax stood at ' 7.26 million for the aforesaid period.

Hextar Unitop SDN BHD

Hextar Unitop SDN BHD (“Hextar”) is a Joint Venture of UCPL, a subsidiary of the Company. Hextar achieved a revenue of ' 83.54 million from the date of acquisition upto 31^st March, 2022. The profit before tax stood at ' 13.48 million and the profit after tax stood at ' 12.06 million for the aforesaid period.

DIVIDEND

Your Directors have recommended a Final Dividend of 25 % (i.e. ' 0.50) on Equity Shares of the Face Value of ' 2/- each for the Financial Year ended 31^st March, 2022. The Dividend is subject to the approval of Members at the Annual General Meeting (“AGM”) scheduled to be held on 15^th July, 2022. In view of the changes made under the Income tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members, your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

Your Company has also formulated a Dividend Distribution Policy and the same is available on the website of the Company at www.rossari.com/corporate-governance/ and is set out in Annexure-I and forms a part of this Annual Report.

UNPAID / UNCLAIMED DIVIDEND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE

During the Financial Year under review, your Company has not transferred any amount to General Reserve.

SHARE CAPITAL

The paid-up equity share capital of the Company as on 31^st March, 2022 was ' 110.11 million divided into 55,056,386 Equity Shares of ' 2 each.

Preferential Issue

During the Financial Year under review, the Company has completed Preferential allotment of 3,012,046 equity shares at a price of ' 996/- per equity share aggregating to ' 3,000 million. The funds raised through preferential allotment were utilised by the Company for augmenting long term business requirements of the Company and other general corporate purposes, as per the offer letter, and there was no deviation in utilization of the proceeds of Preferential Issue.

Employee Stock Options

During the Financial Year under review, the Company allotted 114,950 equity shares at a price of ' 425/- per equity share aggregating to ' 48.85 million to the eligible employees under the Rossari Employee Stock Option Plan 2019.

REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of the Registered Office is as follows:

201 A-B, 2^nd Floor, Akruti Corporate Park, L.B.S Marg, Next to GE, Gardens, Kanjurmarg (W), Mumbai, 400078.

CORPORATE GOVERNANCE REPORT AND CERTIFIFICATE

The Corporate Governance Report and the certificate on Corporate Governance received from the Statutory Auditors of the Company for the Financial Year 2021-22, forms a part of this Annual Report as required under Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of your Company for the Financial Year 2021-22 forms a part of this Annual Report as required under the Act, Regulation 34(2)(e) read with Schedule V of Listing Regulations.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of your Company for the Financial Year 2021-22 forms a part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations. The Board of Directors have also adopted a Business Responsibility Policy, which is available on the website of the Company at www.rossari.com/corporate-governance/

BOARD OF DIRECTORS Appointment & Regularisation

During the Financial Year under review there was no change in the Directors of the Company.

Retirement by Rotation

Mr. Edward Menezes (DIN: 00149205) will retire by rotation and being eligible, offers himself for re-appointment at the ensuing 13^th Annual General Meeting of the Company. Your Directors recommend his reappointment.

A detailed profile(s) of Mr. Edward Menezes seeking appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM.

Number of Meetings of the Board

The Board had 7 (Seven) meetings during the Financial Year under review. The maximum time gap between any two Board Meetings were not more than 120 days as required under Regulation 17 of the Listing Regulations. Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors. Further, details on meetings of the Board of Directors and other details are provided in the Corporate Governance Report section which forms a part of this Annual Report.

Board Evaluation

In compliance with the Act and Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees and Individual Directors. Performance evaluation of Executive Chairman and Managing Director was carried out by Independent Directors at a separate meeting.

The Board's functioning was evaluated on various aspects, including inter alia, structure of Board, strategy, meetings of the Board, stakeholders value and responsibility, performance management, information management, governance and compliance, performance parameters. The Directors were evaluated on aspects such as strategy, function, ethics and values, team player, selfdevelopment and other general criteria.

The Committees of the Board were evaluated on aspects such as mandate, composition and terms of reference of the Committees, reviews and decision making, core governance and compliance as a whole.

The performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted declaration of Independence, as required pursuant to Section 149(6) of the Act, and provisions of the Listing Regulations, stating that they have met the criteria of independence as provided therein and also none of the Directors of the Company is disqualified under Section 164(2) of the Act.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise, experience and fulfil the conditions specified under the Act, and the Listing Regulations.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at www.rossari.com/corporate-governance/.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

a. in the preparation of the Annual Financial Statements for the Financial Year ended 31^st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2022 and of the profit of the Company for the Financial Year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Financial Statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BOARD COMMITTEES

In order to strengthen functioning of the Board, the Board of Directors have constituted the following Committees as per the requirement of the Act and the Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

Details of the Committees along with their terms of references, composition and meetings held during the Financial Year under review are provided in the Corporate Governance Report section which forms a part of this Annual Report.

KEY MANAGERIAL PERSONNEL

During the Financial Year under review, there was no change in the Key Managerial Personnel.

AUDITORSA. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), were appointed as Statutory Auditors of the Company at the 9^th AGM held on 29^th September, 2018, for a period of 5 years to hold the office from the conclusion of 9^th AGM till the conclusion of 14^th AGM of the Company to be held in the Year 2023.

The Report given by the Auditors on the Financial Statements of your Company is part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Statutory Auditors Report to the Members for the Financial Year under review does not contain any modified opinion or qualifications and the observations, Comments given in the report of the Statutory Auditors read together with Notes to Accounts are selfexplanatory and hence, do not call for any further explanation or comments under Section 134(f)(i) of the Act.

No frauds have been reported by the Statutory Auditors during the Financial Year 2021-22 pursuant to the provisions of Section 143(12) of the Act.

B. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company on recommendation of Audit Committee appointed M/s. Sanjay Dholakia & Associates, Company Secretaries as Secretarial Auditor of the Company. The Secretarial Audit Report is set out in “Annexure-II” and forms a part of this Annual Report. Pursuant to Regulation 24A of listing regulation every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit and shall annex a Secretarial Audit Report given by a company secretary in practice, in such form as specified, with the Annual Report of the listed entity. The Secretarial Audit Report of material unlisted subsidiary of the Company i.e. Unitop Chemicals Private Limited is set out in “Annexure-II(A)” and forms a part of this Annual Report.

The Secretarial Compliance Report for the Financial Year ended 31^st March, 2022, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of Listing Regulations, is set out in “Annexure-II(B)” and form a part of this Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practice.

The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

C. Cost Auditors

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, the Board of Directors of the Company based on recommendation of the Audit Committee has appointed M/s. R. Shetty & Associates, Cost Accountants (Firm Registration No.: 101455) to audit the cost accounts of the Company for the Financial Year ended 31^st March, 2022. In terms of the provisions of Section 148(3) of the Act, read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members, accordingly, a resolution seeking ratification by the Members for the remuneration is listed in the AGM Notice as Special Business.

The Cost Auditors has certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

Maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained. The Company has filed the Cost Audit Report for the Financial Year ended 31^st March, 2021 submitted by M/s. R. Shetty & Associates. The Cost Audit Report for the Financial Year ended 31^st March, 2022 will be filed in due course.

ROSSARI EMPLOYEE STOCK OPTION PLAN

The Company has an Employee Stock Option Scheme, namely ‘Rossari Employee Stock Option Plan - 2019' (“ESOP 2019”) which was approved and ratified by the Members on 2^nd December, 2019 and 17^th April, 2021 respectively. The plan is administered by the Nomination and Remuneration Committee. The objective of employee stock option plan is to reward employees to align individual performance with Company objectives and drive shareholders' value creation, create a culture of ownership among the executives, and employees to enhance their commitment to organisation, to collaborate and attract and retain key talent critical to organisation's success. There are no material changes made to the above Scheme and same is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”)

In compliance with the Regulation 13 of the SBEB Regulations, a certificate from Secretarial Auditor of the Company, confirming implementation of ESOP 2019 in accordance with the said regulations will be available electronically for inspection by the Members during the Annual General Meeting of the Company.

As per Regulation 14 of the SBEB Regulations (read with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated 16^th June, 2015) details of the plan as required under SBEB Regulations is set out

in “Annexure-III” and forms a part of this Annual Report and is also available on the website of the Company www.rossari.com/ir-annual-report/. Further, details of ESOP 2019 are also given in the Notes to the Financial Statements, and forms a part of this Annual Report.

RELATED PARTY TRANSACTIONS

The Board of Directors have adopted Policy on Materiality of Related Party Transactions and Dealings with Related Party Transaction as per the applicable provisions of the Act and Listing Regulations and the same is available on website of the Company at www.rossa.ri.com/corporate-governa.nce/.

All Related Party transactions that were entered into during the Financial Year under review were on the arm's length basis and were in ordinary course of business and in compliance with the applicable provisions of the Act, and the Listing Regulations. The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 is set out in “Annexure-IV” and forms a part of this Annual Report. Details of related party transactions are given in the notes to the Financial Statements. There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, Associate, etc., which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are foreseen and repetitive in nature.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy is available on the website of the Company at www.rossari.com/corporate-governance/. More details about the Nomination and Remuneration policy is provided in Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Rossari is committed to maintain the highest standard of honesty, openness and accountability and recognise that employees play an important role in growth and expansion of Rossari. They are the most valuable asset of the Company.

In accordance with the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of Listing Regulations, the Company has adopted vigil mechanism policy to enable the Directors and employees to have direct access to the Chairman as well as the Members of the Audit Committee. Details of the vigil mechanism are explained in the Corporate Governance Report and Whistleblower Policy is available on the website of the Company website at www.rossa.ri.com/corporat.e-governa.nce/.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (“CSR”) policy of the Company and the initiatives undertaken by the

Company on CSR activities during the Financial Year under review are set out in “Annexure V” and form a part of this Annual Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms a part of this Annual Report. CSR Policy is available on the website of the Company at www.rossa.ri.com/corpora.te-governa.nce/.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Act, the Company state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-VI” and forms a part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. So, per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Prevention of Sexual Harassment Act”), the Company has formulated a Policy on Prohibition, Prevention & Redressal Of Sexual Harassment At Workplace which is available on the website of the Company at www.rossa.ri.com/corpora.te-governa.nce/ and Internal Complaints Committees (“ICC”) has been set up to redress any such complaints received.

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

ANNUAL RETURN

The Annual Return as provided under Section 92 of the Act is available on the website of the Company at www.rossari.com/ir-annual-report/.

PARTICULARS OF EMPLOYEES

Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as “Annexure-VII” and forms a part of this Annual Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 and forms a part of this Annual Report.

Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements, and forms a part of this Annual Report.

RISK MANAGMENT & INTERNAL FINANCIAL CONTROLS

The Company has a Risk Management Policy to identify, evaluate risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage. This framework is intended to assist in decision making process that will minimise potential losses, improve the management in the phase of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives.

A key factor in determining a Company's capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action.

Details of risks & concerns associated with the Company has been provided under Management Discussion and Analysis Report.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and it covers all offices, factories and key business areas. Your Company has adopted the procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors.

GENERAL DISCLOSURE

During the Financial Year under review:

a. the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

b. the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

c. the Company has not accepted any deposit from the public, pursuant to the Chapter V of the Act and Rules made thereunder.

d. the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

e. there were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

f. there were no significant material changes and commitments affecting the financial position of the Company, which have

occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

g. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its Subsidiaries, Associate.

h. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

i. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

j. During the year under review, there was no change in the nature of business of the Company.

k. The Company's securities were not suspended during the year under review.

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute “forwardlooking statements”. These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the Company's operation can be affected by global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments in India and in countries in which the Company conducts business, litigation, industrial relations and other incidental factors.

ACKNOWLEDGEMENTS

Your Company express its appreciation for the sincere co-operation and assistance of the Central and the State Governments, authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued shareholders.

The Directors deeply regret the loss of life caused due to the outbreak of COVID-19 and are grateful to every person who risked their life and safety to fight this pandemic.

For and on behalf of the Board of Directors

Edward Menezes Executive Chairman

(DIN: 00149205)

Date: 19^th May, 2022 Place: Mumbai