Rossari Biotech Ltd

Your Directors have pleasure in presenting the Fifteenth Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2024.

HIGHLIGHTS OF FINANCIALS

Financial performance of the Company for the Financial Year ended 31^st March, 2024 is summarised below:

(' in million)

BUSINESS OUTLOOK & FINANCIAL PERFORMANCE

The Specialty Chemicals sector in India is rapidly evolving, driven by robust growth prospects, a commitment to research and development, adoption of new technologies, and expansion of manufacturing capacities. In light of these developments, our Company is strategically positioned to seize the emerging opportunities within this dynamic industry.

Despite challenging macroeconomic conditions, your Company maintained a steady performance throughout the Financial Year 202324. Also, your Company achieved enhanced profitability compared to the previous year. Standalone revenue clocked robust growth of 23% while consolidated revenue increase by 11%, reflecting our resilience and adaptability in navigating market dynamics.

The performance was largely driven by the expansion in the Home, Personal Care and Performance Chemicals business. The Home, Personal Care and Performance Chemicals division achieved a robust growth of 18%, underpinning the efforts put in by our team to drive performance in a challenging operating environment. We have notably increased our customer base for key products which led to growth during the year. Additionally, we registered a

strong performance in our export markets by targeting customers in both new and existing geographies, further strengthening our international presence. Price softening impacted Textile Specialty Chemicals ("TSC") revenues however volumes have remained steady during the year. Animal Health and Nutrition ("AHN") performance was lower due to subdued demand and external industry headwinds. We remain optimistic about the recovery of these divisions in the upcoming year.

For the Financial Year ended 31^st March, 2024, on a Standalone basis, your Company achieved total revenue from operations of ' 12,029.10 million compared to ' 9,751.72 million during the previous Financial Year. Earnings before Interest, Tax, Depreciation and Amortisation expenses (EBITDA) increased from ' 1,226.48 million in the previous Financial Year to ' 1,612.54 during the current Financial Year ended 31^st March, 2024. Profit after Tax (PAT) was at ' 996.45 million in the current Financial Year as compared to ' 713.90 million in the previous Financial Year.

On a consolidated basis, your Company achieved total revenue from operations of ' 18,305.58 million as compared to ' 16,558.81 million during the previous Financial Year. Earnings before Interest, Tax, Depreciation and Amortisation expenses (EBITDA) increased

from ' 2,230.24 million in the previous Financial Year to ' 2,497.55 during the current Financial Year ended 31^st March, 2024. Profit after Tax (PAT) was at ' 1,306.89 million in the current Financial Year as compared to ' 1,072.57 million in the previous Financial Year.

Our growth strategy remains focused on seeding new verticals within our core chemistries, across our three business divisions. Our focus remains on surfactants, phenoxy series, institutional cleaning, performance chemicals etc. In TSC also, we are looking at tapping newer geographies and markets. Our plan remains to enhance our global footprint with our existing and new products and increase our wallet share with our partners. We continue to leverage our Research and Development expertise in providing intelligent and sustainable solutions. Our strong balance sheet, expanding capacities, market presence, and diverse portfolio give us a solid foundation to capitalize on opportunities within various key industries.

CONSOLIDATED FINANCIAL STATEMENTS

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

The Board of Directors of the Company reviewed the affairs of the 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 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:

Unitop Chemicals Pr?vate Limited

The Company is holding 80% stake in Unitop Chemcials Private Limited ("UCPL") as on 31^st March, 2024. UCPL achieved a revenue of ' 6,509.08 million in current Financial Year as compared to ' 5,541.30 million in the previous Financial Year. Profit before Tax before share of Profit in Joint venture is ' 618.41 million in the current Financial Year as compared to ' 722.05 million in the previous Financial Year. The Profit after Tax stood at ' 464.12 million in the current Financial Year as compared to ' 549.83 million in the previous Financial Year.

Tristar Intermediates Private Limited

Tristar Intermediates Private Limited ("TIPL") became a wholly owned subsidiary of the Company with effect from 12^th April, 2023. TIPL achieved a revenue of ' 2,530.62 million in the current Financial Year as compared to ' 2,090.25 million in the previous Financial Year. Profit before tax is '116.98 million in the current Financial Year as compared to '138.54 million in the previous Financial Year. The Profit after Tax stood at ' 86.25 million in the current Financial Year as compared to ' 102.87 million in the previous Financial Year.

Buzil Rossari Private Limited

Buzil Rossari Private Limited ("BRPL") is a wholly owned subsidiary of the Company. BRPL achieved a revenue of ' 1,586.78 million as compared to ' 789.42 million in the previous Financial Year. Profit before Tax is ' 19.85 million in the current Financial Year as compared to ' 21.97 million in the previous Financial Year. The Profit after Tax stood at ' 16.18 million as compared to ' 16.61 million in the previous Financial Year.

Romakk Chemicals Private Limited

The Company holds 50.10% stake in Romakk Chemicals Private Limited ("RCPL") as on 31^st March 2024. RCPL achieved a revenue of ' 194.53 million in the current Financial Year as compared to ' 347.55 million in the previous Financial Year. Profit/(Loss) before Tax is ' (10.07) million in the current Financial Year as compared to ' 11.63 million in the previous Financial Year. The Profit/( Loss) after Tax stood at ' (7.60) million in the current Financial Year as compared to ' 8.64 million in the previous Financial Year.

Rossari Consumer Products Private Limited

Rossari Consumer Products Private Limited ("RCPPL") (formerly known as Rossari Personal Care Products Private Limited) is a wholly owned subsidiary of the Company. RCPPL achieved a revenue of ' 203.57 million in the current Financial Year as compared to ' 3.05 million in the previous Financial Year. Profit / (Loss) before Tax is ' 1.20 million in the current Financial Year as compared to loss of ' (1.60) million in the previous Financial Year. The profit /(loss) after Tax stood at ' 0.59 million in the current Financial Year as compared to loss of ' (1.55) million in the previous Financial Year.

Rossari Bangladesh Limited

Rossari Bangladesh Limited ("Rossari Bangladesh") was incorporated on 10^th August, 2023 as the Wholly Owned Subsidiary of the Company. The Rossari Bangladesh shall primarily carry out the business of manufacturing and sale of specialty chemicals, to expand the portfolio of the Company in Bangladesh.

Rossari Global DMCC

Rossari Global DMCC was ?ncorporated on 31^st May 2024 vlde the order of Registrar of Companies of the Dubai Multi Commodities Centre Authority ("DMCCA") as the Wholly Owned Subsidiary of the Company. Rossari Global DMCC shall act as an investment holding company to oversee the strategic investments of the group globally.

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 ' 97.38 million in the current Financial Year as compared to ' 114.28 million in the previous Financial Year. Profit before Tax is '12.52 million in the current Financial Year as compared to profit of ' 15.33 million in the previous Financial Year. The Profit after Tax stood at '9.98 million in the current Financial Year as compared to the profit of ' 9.14 million in the previous Financial Year.

DIVIDEND

Your Directors have recommended a Final Dividend of 25 % (i.e. Re. 0.50) on Equity Shares of the Face Value of ' 2/- each for the Financial Year ended 31^st March, 2024. The Dividend is subject to the approval of Members at the Annual General Meeting ("AGM") scheduled to be held on 23^rd August, 2024. 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, the Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

The 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 as "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, 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, 2024 was ' 110.49 million divided into 55,245,966 Equity Shares of ' 2/- each.

- Employee Stock Options

During the Financial Year under review, the Company has allotted 90,480 equity shares at a price of ' 425/- per equity share aggregating to ' 38.45 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 CERTIFICATE

The Corporate Governance Report and the certificate on Corporate Governance received from the Statutory Auditors of the Company for the Financial Year 2023-24, forms a part of this Annual Report as required under Regulation 34 read with Schedule V(C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the Company for the Financial Year 2023-24 forms a part of this Annual Report as required under the Act, and Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the Financial Year 2023-24 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 and Sustainability Policy ("BRSR Policy") which is available on the website of the Company at www.rossnri.com/ corporate-governance/.

A. Appointment/Re-appointment

During the Financial Year under review, pursuant to the provisions of Section 161 of the Act and based on the recommendation of the Nomination and Remuneration Committee, Ms. Aparna Sharma (DIN: 07132341) was appointed as Non-Executive, Independent Director of the Company, for a term of 3 (three) consecutive years with effect from 29^th April, 2023 to 2026, not liable to retire by rotation. The Members of the Company at the 14^th AGM held on 31^st May, 2023, have approved Ms. Aparna

Sharma's appointment as a Non-Executive, Independent Director of the Company.

Further, pursuant to the provisions of Section 161 of the Act and based on the recommendation of the Nomination and Remuneration Committee, Ms. Esha Achan (DIN: 10350369) was appointed as Non-Executive, Independent Director of the Company, for a term of 3 (three) consecutive years with effect from 21^st October, 2023 to 20^th October, 2026 not liable to retire by rotation. The Members of the Company vide resolution passed by Postal Ballot on 06^th December, 2023, have approved Ms. Esha Achan's appointment as a Non-Executive, Independent Director of the Company.

Pursuant to the provisions of Section 196 and 197 of the Act and based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors of the Company, at their meeting held on 29^th April, 2024, approved the re-appointment of Mr. Edward Menezes (DIN: 00149205) and Mr. Sunil Chari (DIN: 00149083) as the Executive Chairman and Managing Director, respectively. Their re-appointments are for a further period of 5 (five) years, commencing from 01^st October, 2024 to 30^th September, 2029, and they will be liable to retire by rotation.

At the forthcoming AGM, approval of the Members of the Company will be sought for re-appointment of the aforesaid Directors. The detailed profile(s) of the said Directors seeking re-appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations are provided separately by way of an Annexure to the Notice of the AGM.

B. Retire by Rotation

Mr. Edward Menezes (DIN: 00149205) will retire by rotation and being eligible, offers himself for re-appointment at the ensuing 15^th AGM of the Company. Your Directors recommend his re-appointment.

Detailed profile of Mr. Edward Menezes seeking re-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.

C. Cessation

During the Financial Year under review, Ms. Meher Castelino (DIN:07121874) and Mr. Goutam Bhattacharya (DIN: 00917357), ceased to be Non-Executive, Independent

Director of the Company, with effect from the close of business hours on 03^rd July, 2023 and 05^th December, 2023 respectively, due to completion of their term as Independent Directors of the Company.

The Board places on record its appreciation for the guidance and support provided by them during their association with the Company.

D. Number of Meetings of The Board

The Board had 5 (five) meetings during the Financial Year under review. The maximum 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.

E. Board Evaluation

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of individual Directors, Committees of the Board and the Board as a whole. The Nomination and Remuneration Committee and the Board of Directors have prepared criteria for evaluation of the performance of Directors including Independent Directors.

In a separate meeting held on 22^nd February, 2024, the Independent Directors evaluated the performance of Non- Independent Directors, Committees of the Board and performance of the Board as a whole including the Chairman of the Board and the Managing Director.

The exercise for evaluation was carried out through a structured questionnaire specifically designed for the Board, Committees and Individual Directors. The Board's functioning was evaluated on various aspects, inter alia, including its structure, strategic direction, meeting effectiveness, stakeholder value and responsibility, performance management, information management, governance, compliance and overall performance metrics. The Directors were evaluated on aspects such as strategy, function, ethics and values, team player, self- development 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. Additionally, the performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated.

F. Declaration by 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.

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.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

The Board of Directors of the Company has taken on reccord the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

G. Familiarisation Programme for Independent Directors

The familiarisation programme is 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.

H. 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:

(i) in the preparation of the Annual Financial Statements for the Financial Year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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, 2024 and of the profit of the Company for the Financial Year ended on that date;

(iii) 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;

(iv) the Annual Financial Statements have been prepared on a going concern basis;

(v) that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively;

(vi) 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 following Committees as per the requirement of the Act and the Listing Regulations:

(i) Audit Committee

(ii) Nomination & Remuneration Committee

(iii) Stakeholders' Relationship Committee

(iv) Corporate Social Responsibility Committee

(v) 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

As on 31^st March, 2024, following were the Key Managerial Personnel ("KMP") of the Company, as per Section 2(51) and Section 203 of the Act:

(i) Mr. Edward Menezes, Executive Chairman

(ii) Mr. Sunil Chari, Managing Director

(iii) Mr. Ketan Sablok, Group-Chief Financial Officer

(iv) Ms. Parul Gupta, Company Secretary & Compliance Officer

During the Financial Year under review, based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors elevated Ms. Manasi Nisal from her position as Chief Financial Officer ("CFO"). Consequently, she ceased to be the CFO of the Company as of the close of business hours on 30^th April, 2023. Subsequently, Mr. Ketan Sablok, the Group Chief Financial Officer, was designated to act as the CFO and the KMP of the Company in accordance with the provisions of Section 203 of the Act, with effective from 01^st May, 2023.

A. Statutory Auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) was appointed as the Statutory Auditors of the Company at the 14^th AGM held on 31^st May, 2023, for a period of 5 (five) years to hold the office from the conclusion of 14^th AGM till the conclusion of 19^th AGM of the Company.

The report given by the Auditors on the Financial Statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and the Notes to Accounts are self-explanatory and hence, do not call for any further explanation or comments under Section 134(f)(i) of the Act.

During the Financial Year under review, pursuant to the provisions of Section 143(12) of the Act, no frauds have been reported by the Statutory Auditors.

M/s. Walker Chandiok & Co. LLP have confirmed their eligibility to continue as the Statutory Auditors of the Company under Sections 139 and 141 of the Act and the applicable rules. Additionally, as required by the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B. Secretaria! Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations, the Board of Directors of the Company on recommendation of the Audit Committee have appointed M/s. Sanjay Dholakia & Associates, Company Secretaries as Secretarial Auditor of the Company. The Secretarial Audit Report is set out as "Annexure-II" and forms a part of this Annual Report. Pursuant to Regulation 24A of the Listing Regulations the Secretarial Audit Report of the material unlisted subsidiary of the Company i.e. Unitop Chemicals Private Limited is set out as "Annexure-II(A)" and forms a part of this Annual Report.

The Secretarial Compliance Report for the Financial Year ended 31^st March, 2024, in relation to compliance of all the applicable Securities and Exchange Board of India ("SEBI") Regulations/ circulars/ guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations, is set out as "Annexure-II(B)" and forms 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(s) 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 on recommendation of the Audit Committee had 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, 2025. 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 have 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, 2023 submitted by M/s. R. Shetty & Associates. The Cost Audit Report for the Financial Year ended 31^st March, 2024 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 02^nd December, 2019 and 17^th April, 2021, respectively.

During the Financial Year under Review, the scheme was amended by the Members of the Company at the 14^th AGM held on 31^st May, 2023 to increase the Exercise period from 2 (two) years to 5 (five) years. There were no other material changes made to the above Scheme and same is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations")

The administration of ESOP 2019 falls under the purview of the Nomination and Remuneration Committee. This scheme is designed with the primary objectives of aligning individual performance with the Company's strategic goals, fostering shareholder value creation, instilling a culture of ownership amongst executives and employees, enhancing organisational commitment, and facilitating the attraction and retention of pivotal talent essential for the Company's sustained success.

In compliance with the Regulation 13 of the SBEBSE Regulations, a certificate from the 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 AGM of the Company.

As per Regulation 14 of the SBEBSE Regulations (read with SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated 16^th June, 2015) details of the plan as required under SBEBSE Regulations is available on the website of the Company at 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 the Policy on Materiality of Related Party Transactions and Dealings with Related Party Transactions as per the applicable provisions of the Act and the Listing Regulations and the same is available on the website of the Company at www.rossari.com/corporate-governance/.

All contracts/ arrangements/ transactions entered by the Company during the Financial Year under review with related parties were on an arm's length basis and in the ordinary course of business. All the transactions were in compliance with the applicable provisions of the Act and the Listing Regulations.

The approval of the Audit Committee was sought for all Related Party Transactions. Certain transactions, which were repetitive in nature were approved through omnibus route. The disclosure of material related party transactions as per Section 134(3)(h) read with Section 188(2) of the Act, in Form AOC 2 is set out as "Annexure-III" and forms a part of this Annual Report. Details of Related Party Transactions are provided in the notes to the Financial Statements.

During the Financial Year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

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

The Company promotes ethical behavior in all its business activities and in line with the best governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company.

The Whistle Blower Policy aims to:

- allow and encourage stakeholders to bring to the management's notice concerns about unethical behaviour;

- ensure timely and consistent organisational response;

- cultivate and fortify a culture of transparency and trust; and

- provide protection against victimisation.

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 the Listing Regulations, the Directors and the employees have direct access to the Chairman as well as the Members of the Audit Committee. No person was denied access to the Audit Committee. Details of the vigil mechanism are explained in the Corporate Governance Report and the Whistle Blower Policy is available on the website of the Company at www.rossari.com/corporate-governance/.

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 as "Annexure- IV" and forms a part of this Annual Report. For other details regarding the CSR Committee, 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.rossari.com/corporate-governance/.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition, Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.rossari.com/ corporate-governance/.

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

POLICIES

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available on the website of the Company at www.rossari.com/corporate-governance/.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Act, the Company states 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 the 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-V" and forms a part of this Annual Report.

ANNUALRETURN

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

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT

Details of Loan, Guarantee and Investment 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

Management of risk has always been an integral part of the Company's strategy and straddles its planning, execution and reporting processes and systems. Your Company continues to focus on a system-based approach to business risk management.

Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks. The Risk Management Committee is constituted to frame, implement and

monitor the risk management plan of the Company. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

Our approach to risk management is to identify, evaluate risks and opportunities. 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.

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

The Company's internal control systems are tailored to the specific nature of its business, as well as the scale and intricacy of its operations. These systems undergo regular testing by both Statutory and Internal Auditors, encompassing all offices, factories, and pivotal business domains. The Company has implemented procedures to ensure the systematic and effective management of its operations, encompassing adherence to corporate policies, protection of assets, and the prevention and detection of fraudulent activities and errors.

GENERAL DISCLOSURE

During the Financial Year under review:

(a) there was no change in the nature of business of the Company.

(b) 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.

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

(d) the Company has not issued any Sweat Equity Shares to its Directors or employees.

(e) the Company has not failed to implement any corporate action.

(f) 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.

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

(h) there was no revision of financial statements and Board's Report of the Company.

(i) 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.

(j) 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.

(k) neither the Managing Director nor the Whole Time Director of the Company received any remuneration or commission from any of its Subsidiaries or Associates.

(l) 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.

(m) 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.

(n) the Company's securities were not suspended. ACKNOWLEDGEMENTS

Your Directors would like to take this opportunity to express their sincere gratitude to all of the employees, customers, and suppliers who have contributed to our success over the past year. Their hard work, dedication, and support have been instrumental in achieving the goals and driving the business forward. We would also like to thank our Members for their continued trust and investment in the Company. We are committed to build strong relationships with all of our stakeholders, and we value their feedback and input as we strive to improve and grow our business. We are proud of what we have accomplished together, and we look forward to continued success in the years ahead.