Anupam Rasayan India Ltd

To,

The Members,

Anupam Rasayan India Limited

Your directors have pleasure in presenting the 21st (Twenty-First) Annual Report (the "Annual Report") on the business and operations of the Company comprising the ‘Management Discussion and Analysis Report', ‘Board of Directors' Report' read with its Annexures, ‘Corporate Governance Report' read with its Annexures, ‘Business Responsibility and Sustainability Report' and ‘Audited Standalone and Consolidated Financial Statements' for the financial year ended March 31, 2024.

Table 1

Amount (' in Million)

(Figures have been rounded off)

*Note: The figures of the previous period have been re-grouped/rearranged and/or re-casted wherever considered necessary.

2.1 Business information

Your Company is one of the leading companies engaged in the custom synthesis (CSM) and manufacturing of specialty chemicals in India. The Company has two verticals: Life science-related Specialty Chemicals comprising products related to Agrochemicals, Personal Care, and Pharmaceuticals, Other Specialty Chemicals comprising Specialty Pigment and Dyes, and Polymer Additives. The Company caters to a diverse base of Indian and global customers. It is manufacturing products for over 75 domestic and international customers, including 31 multinational companies.

The Company operates via its six manufacturing facilities in Gujarat, India, with four facilities located at Sachin, Surat, and two located at Jhagadia, Bharuch, with an aggregate installed capacity of about 27,200 MT, as of March 31, 2024. The Company offers multistep synthesis and undertakes complex chemical reactions technologies, for a diverse base of Indian and global customers. In view of the underlying long-term contracts with domestic and global customers, spanning a period from 2 to 5 years, your Company's growth prospects are strong. The Company is focussed on developing in-house innovative processes for manufacturing products requiring complex chemistries and achieving cost optimization. There is no change in the nature of business during the year under review.

2.2 Financial information

During the financial year under review

- on a standalone basis, the Company has achieved operating revenue of Rs. 11287.00 million as compared to Rs. 12841.23 million in the previous year. The Company has earned a net profit (PAT) of Rs. 1172.93 million as compared to Rs. 1685.29 million in the previous year. on a consolidated basis, the Company has achieved operating revenue of Rs. 14750.69 million as compared to Rs. 16019.05 million in the previous year. The Company has earned a net profit (PAT) of Rs. 1674.34 million as compared to Rs. 2168.46 million in the previous year.

(Figures have been rounded off)

Table 2: Revenue Distribution by Geographical Segments*

*(all percentages in above charts have been rounded off to zero decimal and are based on the standalone financial statements)

3. TRANSFER TO RESERVES

The Company has not transferred any amount to ‘General Reserve' during the financial year 2023-24.

4. DIVIDEND

Based on the Company's performance, the Directors had declared 1st interim dividend for the financial year 2023-2024 of Rs. 0.50 @ 5% per Equity Share of the face value of Rs. 10/- each fully paid-up. Further, the Board of Directors have also recommended a final dividend of Rs. 0.75 @ 7.5% per Equity Share of the face value of Rs. 10/- each fully paid-up, subject to approval of Members in the ensuing 21st Annual General Meeting of the Company.

The Company had declared and recommended the dividend in FY 2023-24 and 2022-23 which are as under: Table 3: Dividend details

Notes to table:

(1) Number of fully paid-up Equity Shares considered for distribution of dividend was 100287199 Equity Shares.

(2) Number of fully paid-up Equity Shares considered for distribution of dividend was 107399046 Equity Shares.

(3) Number of fully paid-up Equity Shares considered for distribution of dividend was 107464617 Equity Shares.

(4) Number of fully paid-up Equity Shares considered for distribution of dividend was 107610688 Equity Shares.

(5) The Board of Directors recommended the final dividend at their meeting held on May 18, 2024. The payment is subject to the approval of the shareholders at the 21st Annual General Meeting of the Company to be held on September 30, 2024. The record date for the purposes of the final dividend will be September 18, 2024, and the dividend will be paid on or before October 30, 2024.

(6) Number of fully paid-up Equity Shares considered for distribution of dividend was 109834688 Equity Shares.

The Company declares and pay dividends in Indian rupees. The Company is required to pay/distribute dividend after deducting the applicable withholding income taxes. The remittance of dividend outside India is governed by Indian law on foreign exchange and is also subject to the withholding tax at applicable rates.

The dividend declared by the Directors of the Company is in accordance with the Company's ‘Dividend Distribution Policy', which is available at the Company's website and can be accessed at https:// www.anupamrasayan.com/dividend-distribution- policv.

The details of unpaid and unclaimed amounts related to the dividend paid in the financial year 2023-24, lying with the Company, is uploaded on Company's website www.anupamrasayan.com. Pursuant to the provisions of Section 124 of the Companies Act, 2013 (the "Act"), those dividend amounts that have remained unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund ("/EPF') established pursuant to the Section 125 of the Act. As on March 31, 2024, no such unpaid or unclaimed dividend amount is required to be transferred to IEPF. The contact details of the Nodal Officer, Mr. Amit Khurana, Chief Financial Officer of the Company, as required under the provisions of IEPF Rules, are available on the Company's website www.anupamrasayan.com.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Board Composition:

- Dr. Kiran C Patel, Chairperson and NonExecutive Director;

- Mrs. Mona Desai, Vice-chairperson and Whole-Time Director;

- Mr. Anand Desai, Managing Director;

- Dr. Anuj Thakar, Whole-Time Director (w.e.f. November 07, 2023);

- Mr. Milan Thakkar, Non-Executive Director (till November 06, 2023);

- Mr. Hetul Mehta, Independent Director;

- Mr. Vijay Kumar Batra,

Independent Director;

- Mr. Vinesh Sadekar,

Independent Director; and

- Dr. Namrata Jariwala, Independent Director

• Whole-time Key Managerial Personnel

- Mr. Gopal Agrawal, Chief Executive Officer (w.e.f. September 11, 2023)

- Mr. Amit Khurana, Chief Financial Officer

- Mr. Vishal Thakkar,

Deputy Chief Financial Officer

- Mr. Ashish Gupta,

Deputy Company Secretary and Compliance Officer (till September 06, 2023)

- Mr. Ashish Gupta,

Company Secretary and Compliance Officer (w.e.f. September 07, 2023)

- Dr. Nilesh Naik, Technical Head

- Mr. Ravi Desai, Sales Head

- Mr. Vikash Chander,

Senior Business Manager

5.2 Directors retire by rotation

As per the provisions of the Act and the Articles of Association of the Company, Mrs. Mona Desai (DIN: 00038429), Whole-Time Director of the Company, is liable to retire by rotation in the 21st Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her reappointment at the 21st Annual General Meeting of the Company.

During the year under review:

• Mr. Ashish Gupta who was appointed as Deputy Company Secretary and Compliance Officer of the Company on March 16, 2023, was appointed as the Company Secretary and Compliance Officer of the Company with effect from September 07, 2023.

• Mr. Gopal Agrawal has been appointed as Chief Executive Officer ("CEO") of the Company with effect from September 11, 2023.

• Mr. Milan Thakkar, Non-Executive Director of the Company has resigned from the office of Director with effect from November 06, 2023.

• Dr. Anuj Thakar has been appointed as WholeTime Director of the Company with effect from November 07, 2023.

After the closure of the year:

There was no change in Directors and Key Managerial Personnel (KMP) after the closure of financial year 2023-24.

5.4 Declaration by the Independent Directors

The Board is of the opinion that: (i) Mr. Vijay Kumar Batra, (ii) Mr. Vinesh Sadekar, (iii) Mr. Hetul Mehta, and (iv) Dr. Namrata Jariwala, the independent directors of the Company (the "Independent Director(s)") are independent in terms of Section 149(6) of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and are the persons of integrity and also possess the relevant expertise and experience of their relevant fields to discharge their duties as an independent director. Further, they have provided their declaration of independence under Section 149(7) and Schedule IV of the Act and Regulation 25(8) of the Listing Regulations. All the Independent Directors have confirmed that they have complied with the provisions of sub-rule (1) and sub-rule (2) of Rule 6 of The Companies (Appointment and Qualification of Directors) Rules, 2014, in relation to the inclusion of their name in the data bank of independent directors and have passed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs except the independent director who is exempted from passing the said test.

6. ANNUAL RETURN

In compliance of Section 92 and Section 134 of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the FY 2023-24 is available on the Company's website and can be accessed at https://www.anupamrasavan.com/wp- content/uploads/2024/09/Draft-Annual-Return- FY-2023-24.pdf.

7. MEETINGS

The number and dates of meetings of the Board and its Committees are set out hereunder and the attendance of Board and Committee Meetings are also set out in the Corporate Governance Report forming part of this Annual Report. The intervening gap between Board meetings was within the period prescribed under the provisions of Section 173 of the Act and Listing Regulations.

The composition of the Audit Committee and other statutory committees constituted by the Board under the provisions of the Act and Listing Regulations are set out in the Corporate Governance Report, which forms the part of this Annual Report.

7.1 Board Meetings

The Board conducted 13 (Thirteen) Board meetings during the FY 2023-24. The maximum gap between the two meetings did not exceed 120 days, as prescribed under the Act.

Table 4: Board Meeting Details

7.2 Committee meetings

The Committee meetings held during the FY 2023-24 are as set out in the below table: Table 5: Committee Meetings Details

*Fund Raise Committee has been dissolved by the Board w.e.f. May 03, 2023.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the

Act, the Directors of the Company confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) The Directors had selected such accounting policies and applied them consistently, and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the profit of the Company for the said period;

iii) The Directors had taken proper and sufficient care 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 any frauds and other irregularities;

iv) The Directors have prepared the annual accounts on a ‘going concern basis';

v) The Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws, and such systems are adequate and operating effectively.

9. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and adheres to the corporate governance requirements as set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices.

A detailed Corporate Governance Report ("CC Report") as stipulated under Regulation 34(3) read with Part C of Schedule V of the Listing Regulations is forming part of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the CG Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, a Management Discussion and Analysis Report ("MD&AR") giving comprehensive coverage of the issues relating to the industry trends, Company performance, business and operations etc., is forming part of this Annual Report.

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2)(f) of the Listing Regulations, inter alia, provides that the annual report of the top 1000 listed entities based on the market capitalization, shall include a business responsibility and sustainability report describing the initiatives taken by the Company from the environmental, social and governance perspective.

Anupam Rasayan India Limited being one of the top 1000 listed entities as on March 31, 2024, is presenting its Business Responsibility and Sustainability Report for the financial year 2023-24 ("BRSR"), which is forming part of the Annual Report and is also placed on the website of the Company at https://www.anupamrasayan.com/wp-content/ uploads/2 024/09/Business-Responsibility-and- Sustainability-Report-FY-2023-24.pdf.

12.1 Statutory Auditor:

The Company's auditors, M/s Rajendra & Co., Chartered Accountants (FRN: 108355W) ("Statutory Auditor"), having their office at 1311 Dalamal Tower, 211, Nariman Point, Mumbai - 400021, Maharashtra, India, were appointed as Statutory Auditor for a term of 5 years in the 17th annual general meeting of the Members of the Company held on September 30, 2020. The Auditors' Report to the Members for the financial year under review does not contain any qualifications, reservations, adverse remarks or disclaimer.

12.2 Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulations 24A of the Listing Regulations, the Company had appointed M/s M.D. Baid & Associates, Practicing Company Secretaries, Surat (Membership No. 3598/Certificate of Practice

No. 3873) ("Secretarial Auditor") to undertake the secretarial audit for the financial year 202324 of the Company. The ‘Secretarial Audit Report' for the financial year 2023-24 is annexed to this Board Report and is marked as Annexure-BR-I. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

12.3 Cost Auditor:

Pursuant to the provisions of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has maintained the cost accounts and records for the FY 2023-24. The Board, on the recommendation of the Audit Committee, has appointed M/s Bhanwarlal Gurjar & Co., Cost Accountants, Surat (FRN: 101540) as cost auditor (the "Cost Auditor'') to conduct the audit of the cost records maintained by the Company for the financial year 2023-24 pertaining to the products manufactured by it.

Further, the Board, on the recommendation of the Audit Committee, has appointed M/s Bhanwarlal Gurjar & Co., Cost Accountants (FRN: 101540) as Cost Auditor for the financial year 2024-25 and fixed their remuneration, subject to ratification by the Members at the ensuing Annual General Meeting. M/s Bhanwarlal Gurjar & Co., Cost Accountants, have confirmed that their appointment is within limits defined under Section 139 of the Act and have also certified that they are free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. A necessary resolution seeking Members' approval for ratification of remuneration payable to the Cost Auditor for the financial year 2024-25 is included in the Notice convening the Annual General Meeting.

12.4 Internal Auditor:

M/s K.B. Daliya & Associates, Chartered Accountants, Surat (FRN: 126368W) was appointed as internal auditor of the Company ("Internal Auditor") for the FY 2023-24 to conduct the internal audit of the functions and activities of the Company. On the recommendation of the Audit Committee, the Board has re-appointed M/s K.B. Daliya & Associates, Chartered Accountants, as Internal Auditor of the Company to conduct the internal audit for the financial year 2024-25.

13. MAINTENANCE OF COST RECORDS

The Directors, to the best of their knowledge and belief, state that the Company has maintained adequate cost records as required to be maintained by the Company under the provisions of Section 148 of the Act.

14.1 Subsidiary Company:

Jainam Intermediates Private Limited (CIN: U24304GJ2017PTC098269) is a wholly-owned subsidiary of the Company ("WOS-Jainam").

Tanfac Industries Limited (CIN: L24117TN1972PLC006271) ("Tanfac") is a subsidiary Company over which the Company exercises effective control. The total aggregate shareholding of the Company in Tanfac as on March 31, 2024 is 25,73,081 fully paid-up equity shares of face value Rs. 10/- each, aggregating to 25.79% of the voting share capital of Tanfac.

ARIL Transmodal Logistic Private Limited (CIN: U49231GJ2023PTC138896) is a wholly-owned subsidiary of the Company ("WOS-Transmodal").

During the period under review, the Company has acquired 100% shareholding of ARIL Fluorospeciality Private Limited ("WOS-Fluorospeciality") by way of purchase of shares from the existing shareholders (CIN: U20119GJ2023PTC142228) thereby making it a wholly-owned subsidiary of the Company.

Further, during the period under review, the Company has registered below foreign wholly-owned subsidiaries:

14.2 Associate of the WOS:

Tangent Science Private Limited (CIN: U24290GJ2020PTC114057) is an associate Company of Jainam Intermediates Private Limited, a wholly owned subsidiary of the Company.

The Consolidated Financial Statements of the Company as on March 31, 2024 (FY 2023-24) have been prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards as specified under Section 133 of the Act and the same form part of this Annual Report. The statement pursuant to Section 129(3) of the Act in respect of the aforementioned WOS, subsidiary and associate of the WOS is annexed in AOC-1 as Annexure-BR-VI to this Board Report.

Tanfac Industries Limited (CIN: L24117TN1972PLC006271) is a material subsidiary of the Company in terms of the provisions of Listing Regulations. The Company has framed a policy in terms of Regulations 16(c) of the Listing Regulations for determining the material subsidiaries. The policy has been placed on the Company's website and can be accessed at https://www.anupamrasayan.com/ investor-relations/policies-related-documents.

15.1 Investments Made:

The Company has made the investments in the body corporate as per the Note Number 4 of the Audited Standalone Financial Statements for the FY 2023-24.

15.2 Loans and Guarantees:

The Company has given loans and advances as per Note Number 6 and 12 of the Audited Standalone Financial Statements for the FY 2023-24.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into with related parties were on arm's length during the FY 2023-24. During the year under review, the Company had not entered into any contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer to Note 32 of the Audited Standalone Financial Statements which set out related party disclosures pursuant to Ind AS.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 is attached as Annexure-BR-II to this Board Report.

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company has always emphasized progress with responsibility towards the society and environment. We believe strongly in our core values of empowerment and betterment of the communities, societies and the country as a whole. With such guiding principles, the Company has laid the foundation of a comprehensive approach toward promoting and facilitating various aspects of our surrounding communities.

To demonstrate the responsibilities toward social upliftment in a structured way and in line with the applicability of Section 135 of the Act, your Company has framed a policy on corporate social responsibility ("CSR") to undertake programs/ projects and take various initiatives under CSR, which is also available on the Company's website at https://www.anupamrasayan.com/corporate-social- responsibilitv.

The report on Corporate Social Responsibility ("CSR") activities, along with an annexure as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-BR-III to this Board Report.

19. RISK ASSESSMENT AND MANAGEMENT POLICY

Risk management forms an integral part of the management's focus in respect of the business. An effective risk management framework has been put in place in the Company to analyze, control or mitigate the risks. The framework provides an integrated approach for managing the risks in various aspects of the business, which includes risk identification, classification, assessment, mitigation and reporting mechanisms.

In terms of Regulation 21 of the Listing Regulations, the Board had constituted the Risk Management Committee defining the Terms of Reference for the Committee. The composition of the Risk Management Committee, as on March 31, 2024, is as follows:

(i) Mr. Anand Desai, Managing Director- Chairperson of the Committee;

(ii) Mrs. Mona Desai, Whole-Time Director - Member of the Committee; and

(iii) Mr. Vinesh Sadekar, Independent Director- Member of the Committee.

The Risk Assessment and Management Policy of the Company has been placed on its website at https:// www.anupamrasayan.com/risk-assessment-and- management-policy.

20. INTERNAL FINANCIAL CONTROLS

The Company has developed and maintained adequate measures for internal financial control for the year ended March 31, 2024. The Company has a well-established Enterprise Resource Planning (ERP) system in place for recording day-to-day transactions in the functions such as accounting, finance, procurement and sales. In addition to the internal checks and controls by the internal accounting and financial teams of the Company, an independent auditor M/s K.B. Daliya & Associates, Chartered Accountants, has been appointed as Internal Auditors by the Board. The Internal Auditor conducts the internal audit of the functions and activities of the Company, including accounting records, books of accounts, financial data, taxation data, stock audit, regulatory filings and other compliances under different laws, and presents quarterly audit reports before Audit Committee and the Board of the Company.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of the Company confirms that to the best of its knowledge and belief, the Company has complied with the applicable provisions of the Secretarial Standards as issued by the Institute of Company Secretaries of India, as amended from time to time, and made applicable by the Ministry of Corporate Affairs, during the financial year under review.

Table 6: Share Capital

22.2 Buy-back of Securities

The Company has not bought back any of its securities during the financial year under review.

22.3 Sweat Equity

The Company has not issued any sweat equity shares during the financial year under review.

22.4 Bonus Shares

The Company has not issued any bonus shares during the financial year under review.

22.5 Preferential Allotment

Pursuant to the approval of the Board in its meeting held on November 07, 2023 and approval of Members of the Company in Extra Ordinary General Meeting held on December 06, 2023, the Company has issued and allotted:

(i) 1904540 Equity Shares of the Company of face value of Rs. 10/- each (Rupees Ten Only) at a price of Rs. 945.11/- per equity share to a promoter of the Company on preferential allotment basis; and

(ii) 3914886 Warrants convertible into equal number of equity shares of face value of Rs. 10/- (Rupees Ten only) each, at a price of Rs. 945.11/- per warrant to non-promoters on preferential allotment basis.

Pursuant to the provisions of Regulation 32 (7A) of the Listing Regulations, the Company has utilized Rs. 254.69 Crores as on March 31, 2024, in objects as mentioned below:

Table 7:

(Amount in Rs. Crores)

22.6 Private Placement under Qualified Institutions Placement

Pursuant to the approval of the Board in its meeting held on May 24, 2022 and the approval of the Members of the Company by postal ballot process on June 26, 2022, the Company had issued and allotted 68,96,097 Equity Shares of face value Rs. 10/- (Rupees Ten) each at a price of Rs. 725/- per equity share, including a premium of Rs. 715/- per Equity Share and reflect a discount of 4.97% on the floor price amounting to Rs. 762.88/- per Equity Share, aggregating to Rs. 4,99,96,70,325/- to Qualified Institutional Buyers on October 04, 2022.

Pursuant to the provisions of Regulation 32 (7A) of the Listing Regulations, the Company had utilized Rs. 435.04 Crores as on March 31, 2024, in objects mentioned below:

Table 8:

(Amount in Rs. Crores)

22.7 Employees Stock Option Plan

Pursuant to the approval of the Board at its meeting held on November 30, 2020, and the approval of the Members at their meeting held on December 04, 2020, and September 30, 2021, the Company had introduced the "Anupam - Employee Stock Options Plan 2020" ("Scheme") to issue the employee stock options ("Options") to the eligible employees of the Company as per the Scheme. The Scheme has been created with an aggregate pool size of 13,12,795

(Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety-Five) Options, convertible into not more than 13,12,795 (Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety-Five) Equity Shares of the face value of '10/- (Rupees Ten) each fully paid-up of the Company. Each Option is convertible into one Equity Share of the Company. Options under Grant 1 and Grant 3 are exercisable within three years from the dates of vesting and Grant 2 is exercisable within one year from the date of vesting.

Each such Option confers a right upon the employee, who has been granted the Option(s) ("Grantee"), to get one Equity Share of the Company issued, in accordance with the terms and conditions of such issue, in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB and Sweat Equity) Regulations").

Table 9: Details of Grant, Vesting, Exercise & Allotment:

Further, pursuant to the Options unvested, lapsed or cancelled out of 13,12,795 (Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety Five) Options approved, the Nomination and Remuneration Committee had granted 1,07,075 (One Lakh Seven Thousand and Seventy Five) Options under Grant 2 on January 20, 2022 and 6,260 (Six Thousand Two Hundred and Sixty) Options under Grant 3 on January 09, 2023, at an exercise price of '225/- per Option to the eligible employees under Scheme, exercisable after one year from the date of vesting.

The certificate of the auditors regarding the implementation of Scheme being in accordance with SEBI (SBEB and Sweat Equity) Regulations would be placed at the Annual General Meeting or posted electronically for the inspection of the Members.

The details of Options granted, exercised, vested and lapsed during the FY 2023-24 and other particulars as required under the Act and the SEBI (SBEB and Sweat Equity) Regulations, in respect to the Scheme are attached as Annexure-BR-IV to this Board Report.

23. PUBLIC DEPOSITS

The details relating to the deposits covered under Chapter V of the Act are as under:

(a) Deposits accepted during the year: Your Company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Act, and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

(b) Remained unpaid or unclaimed as at the end of the year: N.A.

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year: N.A.

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: N.A.

24. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The appointment, removal and remuneration of the directors are subject to the recommendations of the Nomination and Remuneration Committee ("NRC") and in accordance with the provisions of the Act and the Listing Regulations. The Company has a policy on the appointment and remuneration of the directors, which, inter alia, provides the criteria for determination of the qualifications, attributes, independence of a director, diversity, and other matters.

The ‘Nomination and Remuneration Policy' has been formulated/revised under the provisions of the Act and the Listing Regulations and covers remuneration of the directors, key managerial personnel and the senior management personnel, identification and criteria for selection of appropriate candidates for appointment as directors, key managerial personnel and senior management personnel. The said policy is available on the website at https://www.anupamrasayan.com/nomination- and-remuneration-policy.

25. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has laid down the criteria for performance evaluation of the Board, its committees and the individual director.

The performance of the Board and its committees were evaluated by the Board after seeking inputs from all the Directors based on criteria such as the effectiveness of Board processes, information and functioning, contribution in long-term strategic planning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors based on the criteria such as the contribution of the individual Director to the Board and the Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Independent Directors, in their separate meeting attended by all the Independent Directors, reviewed (i) the performance of Non-Independent Directors and the Board as a whole; (ii) the performance of the Chairperson of the Board, taking into account the views of the Executive Directors and the NonExecutive Directors of the Company; and (iii) assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board required to effectively and reasonably perform their duties. None of the NonIndependent Directors or members of management attended this meeting.

26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has the Audit Committee of the Board constituted in pursuance to the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The Audit Committee has 3 members, as provided below:

- Mr. Hetul Mehta, Chairperson of the Committee;

- Mr. Vijay Kumar Batra, Member; and

- Mr. Anand Desai, Member.

The Company has established a vigil/whistle blower mechanism, formulating a policy for providing a framework for a responsible and secure vigil/whistle blower mechanism approved by the Board. The Company has also provided adequate safeguards against the victimization of employees and directors who express their concerns. The Company has also provided direct access to the chairperson of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. Mr. Anand Desai, Managing Director, is the vigil officer for this purpose. The vigil policy/whistle blower policy of the Company is available at the website of the Company at https://www.anupamrasayan.com/ vigil-or-whistle-blower-mechanism-policy.

27. PARTICULARS OF EMPLOYEES/ MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details pursuant to Section 197(12) of the Act and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) are attached and marked as Annexure-BR-V. The statement containing particulars of employees as stipulated 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, forms part of this Board Report.

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation.

The Company has an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal) Act, 2013, to empower and protect women against sexual harassment at the workplace. Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and in compliance with the MCA notification of July 31, 2018, an Internal Complaints Committee ("ICC") has been set up as per the legal guidelines. All employees (permanent, contractual, temporary, trainees) and applicable complainant(s) are covered under this policy. This policy allows the employees to report sexual harassment, if any, at the workplace. Further, the Company conducts regular awareness programs in this regard. The ICC is empowered to look into all complaints of sexual harassment and facilitate a free and fair enquiry process with clear timelines.

The following is the summary of the complaints received and disposed of during the financial year 2023-24:

a) No. of complaints received: NIL

b) No. of complaints disposed of: NIL

29. REPORTING OF FRAUDS

During the year under review, the Internal Auditor, Statutory Auditor, Cost Auditor and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143 (12) of the Act. Hence, no such details are required to be mentioned in this Board Report.

30. OTHER STATUTORY DISCLOSURES 30.1 Statement of deviation(s) or variation(s)

In terms of Regulation 32 of the Listing Regulations, there was no deviation or variation in connection with the objects of the issue mentioned in the Prospectus dated March 17, 2021, in respect of the Initial Public Offering of the Company.

30.2 Compensation from subsidiaries or associates to the Managing Director and Whole-Time Director

The Managing Director and the Whole-Time Director of the Company have not received any remuneration or commission from any of the subsidiaries or associates of the Company.

30.3 Significant and material orders passed by regulators or courts

No significant and material order has been issued by any regulator/court/other authority which impacts the going concern status and Company's operation in future.

30.4 Material changes and commitments after the closure of the year:

• Pursuant to the approval of the Board at its meeting held on February 12, 2024, Link Intime India Private Limited has been appointed as Registrar and Share Transfer Agent ("RTA") in place of KFin Technologies Limited and has effectively taken over the role of RTA with effect from April 22, 2024.

• The Nomination and Remuneration Committee at its meeting held on June 24, 2024, had approved the allotment of 48792 equity shares of face value of Rs. 10/- each for the exercised options by the employees under Anupam - Employees Stock Option Plan 2020.

30.5 Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year under review.

30.6 The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

There has been no such instance of one-time settlement in respect of loan availed by the Company from the banks or financial institutions.

31. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.

32. ACKNOWLEDGEMENT

The directors express their gratitude and appreciation to the authorities of the various departments of the Central and State Government(s), the Company's stakeholders and employees of the Company. The Directors also take this opportunity to thank the Company's valued customers, bankers, financial institutions, suppliers, investors and the shareholders who have extended their support to the Company.

This Report has been prepared in accordance with the provisions of the Act, the rules framed thereunder (each as amended from time to time), the Listing Regulations, SEBI (SBEB and Sweat Equity) Regulations and the other disclosure requirements as may be applicable under any applicable Regulations issued by SEBI from time to time.