Directors Report of Anupam Rasayan India Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 21^st (Twenty-First) Annual Report (the âAnnual Report") on the business and operations of the Company comprising the âManagement Discussion and Analysis Reportâ, âBoard of Directorsâ Reportâ read with its Annexures, âCorporate Governance Reportâ read with its Annexures, âBusiness Responsibility and Sustainability Reportâ and âAudited Standalone and Consolidated Financial Statementsâ for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

Table 1

Amount ('' in Million)

PARTICULARS	STANDALONE		CONSOLIDATED
	2023-24 \|	2022-23	2023-24 \|	2022-23
Revenue from Operations	11,287.00	12,841.23	14,750.69	16,019.05
Other Income	259.08	21.86	302.47	85.69
Total Income	11,546.08	12,863.09	15,053.16	16,104.74
Profit before Depreciation and Tax	2,455.21	3,077.94	3,214.71	3,772.68
Less: Depreciation	718.73	655.59	797.02	710.81
Profit before tax	1,736.48	2,422.35	2,417.69	3,061.87
Less: Provision for Income Tax	164.16	555.00	339.76	725.76
Less/(Add): Deferred tax Liability/(Assets)	399.39	182.06	403.59	182.39
Add/(Less): Share of net profit of associates	-	-	0.00	14.75
Profit after tax	1,172.93	1,685.29	1,674.34	2,168.46
Add: Balance B/F from the previous year	6,285.99	4,824.84	6,415.50	4,844.89
Less: Other comprehensive loss for the year (net of tax)	11.19	19.30	9.45	19.92
Less: Transfer to Non-Controlling Interest	-	-	389.60	359.55
Less: Impact of loss written off	-	-	0.00	13.54
Less: Equity Share Dividend paid	215.00	204.84	263.11	204.84
Balance Profit/(Loss) C/F to the next year	7,232.73	6,285.99	7,427.68	6,415.50

(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. STATE OF COMPANY''S AFFAIRS AND

FUTURE OUTLOOK

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 '' 11287.00 million as compared to '' 12841.23 million in

the previous year. The Company has earned a net profit (PAT) of '' 1172.93 million as compared to '' 1685.29 million in the previous year.

on a consolidated basis, the Company has achieved operating revenue of '' 14750.69 million as compared to '' 16019.05 million in

the previous year. The Company has earned a net profit (PAT) of '' 1674.34 million as compared to '' 2168.46 million in the previous year.

(Figures have been rounded off)

Table 2: Revenue Distribution by Geographical Segments*

LOCATION	FY 23	FY 24
Europe	30%	4%
Japan	16%	14%
Singapore	11%	8%
China	4%	3%
North America	2%	0%
India SEZ	36%	51%
Rest of World	0%	20%

*(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 âGeneral Reserveâ during the financial year 2023-24.

4. DIVIDEND

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

	FY 2023-2024		FY 2022-2023
	DIVIDEND	DIVIDEND	DIVIDEND	DIVIDEND
	PER SHARE	PAYOUT	PER	PAYOUT
	(IN '')	AMOUNT	SHARE	AMOUNT
		('' IN MILLION)	(IN '')	('' IN MILLION)
1^st Interim dividend	0.50	''⁴> 53.81	0.40	⁽¹⁾ 40.11
2^nd Interim dividend	-	-	0.60	<²> 64.44
3^rd Interim Dividend	-	-	1.50	<³> 161.20
Final dividend	''⁵> 0.75	''⁶> 82.38	-	-
Total dividend	1.25	136.19	2.50	265.75
Dividend Pay-out ratio (Interim and final dividend)	11.53%		15.38%

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 21^st 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 Companyâs âDividend Distribution Policyâ, which is available at the Companyâs 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 Companyâs website www.anupamrasayan.com. Pursuant to the provisions of Section 124 of the Companies Act, 2013 (the âAct"), 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 (â/EPFâ) 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 Companyâs website www.anupamrasayan.com.

5. DIRECTORS AND KEY MANAGERIAL

PERSONNEL

5.1 Board & KMP

â¢ 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

â¢ 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 21^st Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her reappointment at the 21^st Annual General Meeting of the Company.

5.3 Changes in Directors and Key Managerial Personnel (KMP)

During the year under review:

â¢ 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.

â¢ Mr. Gopal Agrawal has been appointed as Chief Executive Officer (âCEOâ) of the Company with effect from September 11, 2023.

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

â¢ 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 âIndependent 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 âListing 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 Companyâs 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

SR.	DATE OF BOARD MEETING
NO.
1	April 11, 2023
2	May 03, 2023
3	May 14, 2023
4	June 01, 2023
5	June 26, 2023
6	August 01, 2023
7	September 07, 2023
8	September 27, 2023
9	November 07, 2023
10	December 19, 2023
11	January 23, 2024
12	February 12, 2024
13	March 21, 2024

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

AUDIT	NOMINATION AND	CORPORATE SOCIAL	STAKEHOLDERSâ
COMMITTEE	REMUNERATION	RESPONSIBILITY	RELATIONSHIP
	COMMITTEE	COMMITTEE	COMMITTEE
10 meetings	5 meetings	2 meetings	1 meeting
Dates of Meetings
April 10, 2023	May 22, 2023	June 23, 2023	February 10, 2024
May 02, 2023	September 04, 2023	September 27, 2023
May 13, 2023	October 31, 2023
May 31, 2023	January 09, 2024
June 24, 2023	March 08, 2024
July 31, 2023
September 06, 2023
September 26, 2023
November 06, 2023
February 11, 2024

RISK MANAGEMENT COMMITTEE		SUSTAINABILITY COMMITTEE
2 meetings		1 meeting
Dates of Meetings
September 19, 2023		September 04, 2023
March 16, 2024

*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 âgoing concern basisâ;

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 (âCC 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 (âMD&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 (âBRSR"), 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. AUDITORS

12.1 Statutory Auditor:

The Companyâs auditors, M/s Rajendra & Co., Chartered Accountants (FRN: 108355W) (âStatutory 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 17^th annual general meeting of the Members of the Company held on September 30, 2020. The Auditorsâ Report to the Members for the financial year under review does not contain any qualifications, reservations, adverse remarks or disclaimer.

12.2 Secretarial Auditor:

No. 3873) (âSecretarial Auditor") to undertake the secretarial audit for the financial year 202324 of the Company. The âSecretarial Audit Reportâ 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 âCost Auditorââ) 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 armâs length relationship with the Company. A necessary resolution seeking Membersâ 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 (âInternal 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. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

14.1 Subsidiary Company:

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

Tanfac Industries Limited (CIN: L24117TN1972PLC006271) (âTanfac") 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 '' 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 (âWOS-Transmodalâ).

During the period under review, the Company has acquired 100% shareholding of ARIL Fluorospeciality Private Limited (âWOS-Fluorospecialityâ) 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:

SR. NO.	NAME OF THE WHOLLY-OWNED SUBSIDIARY	REGISTRATION NO.	PLACE OF REGISTRATION
1	Anupam Japan GK	Registration No.: 8010403031484	Tokyo, Japan
2	Anupam Europe AG	Identification number: CHE-294.629.985	Basel, Switzerland
3	Anupam USA, LLC	Delaware State File Number: 3157088	Delaware, United States of America (USA)

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 Companyâs website and can be accessed at https://www.anupamrasayan.com/ investor-relations/policies-related-documents.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT

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 armâs 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 (âCSR") to undertake programs/ projects and take various initiatives under CSR, which is also available on the Companyâs website at https://www.anupamrasayan.com/corporate-social-responsibilitv.

The report on Corporate Social Responsibility (âCSR") 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 managementâs 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.

22. SHARE CAPITAL

22.1 The Share Capital of the Company as on March 31, 2024

Table 6: Share Capital

PARTICULARS

NUMBER OF SHARES

AMOUNT (?)

Authorised Share Capital

Equity Share Capital of '' 10/- each

12,50,00,000

1,25,00,00,000/-

Issued, subscribed and fully paid-up share capital

Equity Share Capital of '' 10/- each

10,97,85,896

109,78,58,960/-

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 '' 10/- each (Rupees Ten Only) at a price of '' 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 '' 10/-(Rupees Ten only) each, at a price of '' 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 '' 254.69 Crores as on March 31, 2024, in objects as mentioned below:

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 '' 10/-(Rupees Ten) each at a price of '' 725/- per equity share, including a premium of '' 715/- per Equity Share and reflect a discount of 4.97% on the floor price amounting to '' 762.88/- per Equity Share, aggregating to '' 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 '' 435.04 Crores as on March 31, 2024, in objects mentioned below:

Table 8:

OBJECT FOR WHICH FUNDS HAVE BEEN UTILIZED	FUNDS ALLOCATED	FUNDS UTILIZED
Funding capital expenditure requirements of our Company towards upgradation and expansion of our existing manufacturing facilities	419.17	354.21
General corporate purposes	49.53	49.53
Issue Expenses	31.30	31.30
Total	500.00	435.04

Table 7:

OBJECT FOR WHICH FUNDS HAVE BEEN UTILIZED	FUNDS ALLOCATED	FUNDS UTILIZED
Part or full	429.69	254.69
Repayment of Loans
General corporate	120.31	0.00
purposes
Total	550.00	254.69

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 âAnupam - Employee Stock Options Plan 2020" ("Scheme") to issue the employee stock options (âOptions") 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) (âGrantee"), 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 (âSEBI (SBEB and Sweat Equity) Regulations").

TaQ* Dotailc nf P.rant \/pctinn FYArricp & Allntmont*

13,12,795 OPTIONS APPROVED UNDER ESOP-2020 SCHEME
GRANT 1	13,12,760
Date of Grant 1	December 10	, 2020
Exercise price ('')	225/-
Vesting date	December 09	, 2021	December 09	, 2022	December 09, 2023
Vesting % and number of Options	33.34% of the Options granted in Grant 1 No. of Options: 4,37,674		33.34% of the Options granted in Grant 1 No. of Options: 4,37,674		33.32% of the Options granted in Grant 1 No. of Options: 4,37,412
	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares
	2,87,272 Equity Shares	January 20, 2022	1,89,726 Equity Shares	January 09, 2023	1,48,336 Equity Shares	January 09, 2024
	37,222 Equity Shares	March 07, 2022	38,636 Equity Shares	February 25, 2023	52,336 Equity Shares	March 08, 2024
	27,970 Equity Shares	May 11, 2022	61,162 Equity Shares	May 22, 2023
	12,344 Equity Shares	July 22, 2022	43,196 Equity Shares	September 04, 2023
	23,530 Equity Shares	November 12, 2022	33,999 Equity Shares	January 09, 2024
	2494 Equity Shares	January 09, 2023
GRANT 2	1,07,075
Date of Grant 2	January 20, 2022
Exercise price ('')	225/-
Vesting date	January 19, 2023
Vesting %	100% of the Options granted in Grant 2
Options exercised and Equity Shares allotted	26,935 Equity 13,085 Equity 23,189 Equity 25,451 Equity Shares Shares Shares Shares					8,700 Equity Shares
Date of issue and allotment of Equity Shares	February 25, 2023	May 22, 2023 September 04, January 09, 2023 2024				March 08, 2024

GRANT 3	6,260
Date of Grant 3	January 09, 2023
Exercise price (?)	225/-
Vesting date	January 08, 2024	January 08, 2025	January 08, 2026
Vesting % and number of Options	1/3^rd of the Options granted in Grant 3 No. of Options: 2085	1/3^rd of the Options granted in Grant 3 No. of Options: 2087	1/3^rd of the Options granted in Grant 3 No. of Options: 2088
Options exercised and Equity Shares allotted	Options exercised and Equity Shares allotted	Date of issue Nil and allotment of Equity Shares	Nil
	1,846 Equity Shares	March 08, 2024

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.

(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 âNomination and Remuneration Policyâ 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:

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 (âICC") 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 Companyâs operation in future.

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

â¢ 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 (âRTA") in place of KFin Technologies Limited and has effectively taken over the role of RTA with effect from April 22, 2024.

â¢ 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 '' 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 Companyâs 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 Companyâs stakeholders and employees of the Company. The Directors also take this opportunity to thank the Companyâs 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.

For and on behalf of the Board of Directors of Anupam Rasayan India Limited

Anand Desai Mona Desai

Date: September 06, 2024 Managing Director Whole-Time Director

Place: Surat DIN: 00038442 DIN: 00038429

Mar 31, 2023

Your directors have pleasure in presenting the 20^th (Twentieth) Annual Report (the âAnnual Reportâ) on the business and operations of the Company comprising the âManagement Discussion and Analysis Reportâ, âBoard of Directorsâ Reportâ read with its Annexures, âCorporate Governance Reportâ read with its Annexures, âBusiness Responsibility and Sustainability Reportâ and âAudited Standalone and Consolidated Financial Statementsâ for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

Table 1

Amount (Â¥) in Million
PARTICULARS	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	12,841.23	10,737.66	16,019.05	10,737.66
Other Income	21.86	73.41	85.69	73.41
Total Income	12,863.09	10,811.07	16,104.74	10,811.07
Profit before Depreciation and Tax	3,077.94	2,802.97	3,772.68	2,813.19
Less: Depreciation	655.59	601.16	710.81	601.16
Profit before tax	2,422.35	2,201.81	3,061.87	2,212.03
Less: Provision for Income Tax	555.00	391.37	725.76	394.10
Less/(Add): Deferred tax Liability/(Assets)	182.06	302.68	182.39	302.68
Add/(Less): Share of net profit of associates	-	-	14.75	6.53
Profit after tax	1,685.29	1,507.76	2,168.46	1,521.79
Add: Balance B/F from the previous year	4,824.84	3,430.17	4,844.89	3,436.19
Less: Other comprehensive loss for the year (net of tax)	19.30	13.17	19.92	13.17
Less: Transfer to Non-Controling Interest	-	-	359.55	-
Less: Impact of loss written off	-	-	13.54	-
Less: Equity Share Dividend paid	204.84	99.92	204.84	99.92
Balance Profit/(Loss) C/F to the next year	6,285.99	4,824.84	6,415.50	4,844.89
(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. STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK

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 currently manufacturing products for over 71 domestic and international customers, including 27 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 27,000 MT, as of March 31, 2023. 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 Â¥ 12841.23 Million as compared to Â¥ 10737.66 Million in the previous year, with a Y-o-Y growth of 20%. The Company has earned a net profit (PAT) of Â¥ 1685.29 Million as compared to Â¥ 1507.76 Million in the previous year, with a Y-o-Y growth of 12%.

- on a consolidated basis, the Company has achieved operating revenue of ? 16019.05 Million as compared to ? 10737.66 Million in the previous year, with a Y-o-Y growth of 49%. The Company has earned a net profit (PAT) of ? 2168.46 Million as

compared to in the previous year, with a Y-o-Y growth of 42%.

(Figures have been rounded off)

Table 2: Revenue Distribution by Geographical Segments

Location	FY 22	FY 23
Europe	26%	30%
Japan	12%	16%
Singapore	11%	11%
China	4%	4%
North America	1%	2%
India SEZ	44%	36%
Rest of world	1%	0%
(*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 âGeneral Reserveâ during the financial year 2022-23.

4. DIVIDEND

Based on the Companyâs performance, the Directors had declared 1^st interim dividend of ? 0.40/- at 4% per Equity Share of the face value of ? 10/- each fully paid-up, 2^nd interim dividend of ? 0.60/- at 6% per Equity Share of the face value of ? 10/- each fully paid-up and 3^rd interim dividend of ? 1.50/- at 15% per Equity Share of the face value of ? 10/- each fully paid-up. The total dividend for FY 2022-23 would be ? 2.50/- per Equity Share of the face value of ? 10/- each fully paid-up.

The Company had declared and recommended the dividend in FY 2022-23 and 2021-22 which are as under:

Table 3: Dividend details

PARTICULARS	FY 2022-2023		FY 2021-2022
	Dividend Per Share (In Â¥)	Dividend Payout Amount (? In Million)	Dividend Per Share (In Â¥)	Dividend Payout Amount (? In Million)
1^st Interim dividend	0.40	⁽³⁾40.11	0.50	⁽¹⁾49.96
2nd Interim dividend	0.60	⁽⁴⁾64.44	-	-
3rd Interim Dividend	1.50	⁽⁵⁾161.20	-	-
Final dividend	-	-	1.00	⁽²⁾100.29
Total dividend	2.50	265.75	1.50	150.25
Dividend Pay-out ratio (Interim and final dividend)	15.77%		9.96%

Notes to table:

⁽¹⁾ Number of fully paid up Equity Shares considered for distribution of dividend was 99922391 Equity Shares.

⁽²⁾ Number of fully paid up Equity Shares considered for distribution of dividend was 100274855 Equity Shares.

⁽³⁾ Number of fully paid up Equity Shares considered for distribution of dividend was 100287199 Equity Shares.

⁽⁴⁾ Number of fully paid up Equity Shares considered for distribution of dividend was 107399046 Equity Shares.

⁽⁵⁾ Number of fully paid up Equity Shares considered for distribution of dividend was 107464617 Equity Shares.

The dividend declared by the Directors of the Company is in accordance with the Companyâs âDividend Distribution Policyâ, which is available at the Companyâs website and can be accessed at https://www.anupamrasayan.com/dividend-distribution-policy/

The details of unpaid and unclaimed amounts related to the dividend paid in the financial year 2022-23, lying with the Company, is uploaded on Companyâs website www. anupamrasayan.com. Pursuant to the provisions of Section

124 of 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 (âIEPFâ) established pursuant to the Section

125 of the Act. As on March 31, 2023, 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 Companyâs website www.anupamrasayan.com.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

5.1 Board & KMP

â¢ Board Composition:

- Dr. Kiran C Patel, Chairperson and Non-Executive Director

- Mrs. Mona Desai, Vice-chairperson and Whole-time Director

- Mr. Anand Desai, Managing Director

- Mr. Milan Thakkar, Non-Executive Director

- Mr. Hetul Mehta, Independent Director

- Mr. Vijay Batra, Independent Director

- Mr. Vinesh Sadekar, Independent Director and

- Dr. Namrata Jariwala, Independent Director

â¢ Whole-Time Key Managerial Personnel

- Mr. Amit Khurana, Chief Financial Officer

- Mr. Vishal Thakkar, Deputy Chief Financial Officer

- Ms. Suchi Agarwal, Company Secretary and Compliance Officer (till March 15, 2023)

- Mr. Ashish Gupta, Deputy Company Secretary and Compliance Officer (w.e.f. March 16, 2023)

- Dr. Nilesh Naik, Technical Head

- Dr. Anuj Thakar, R&D (Process Development) Head and Unit II Head

- Mr. Ravi Desai, Head Sales & Marketing

- Mr. Vikash Chander, Senior Business Manager

5.2 Directors retire by rotation

As per the provisions of the Act and Articles of Association of the Company, Mr. Anand Desai (DIN: 00038442), Managing

Director of the Company, is liable to retire by rotation in the 20^thAnnual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the 20^th Annual General Meeting of the Members of the Company.

5.3 Changes in Directors and Key Managerial Personnel (KMP)

During the year under review:

â¢ Mr. Vikash Chander was designated as Senior Business Manager and categorized as key managerial personnel with effect from May 13, 2022.

â¢ Mr. Hetul Mehta, Mr. Vijay Batra, and Mr. Vinesh Sadekar, who were appointed as an independent director of the Company for a term of 2 (two) years up to November 8, 2022, and Dr. Namrata Jariwala who was appointed as an independent director of the Company for a term of 2 (two) years up to December 3, 2022, were re-appointed in annual general meeting held on September 15, 2022 for a second and final term of 2 (two) years effective immediately after expiry of their current term. i.e. from November 9, 2022 up to November 8, 2024 and December 4, 2022 up to December 3, 2024 respectively.

â¢ Ms. Suchi Agarwal has resigned from the post of Company Secretary and Compliance Officer with effect from the closing business hours of March 15, 2023.

â¢ Mr. Ashish Gupta was appointed as Deputy Company Secretary and Compliance Officer of the Company and was designated as Key Managerial Personnel of the Company with effect from the opening business hours of March 16, 2023.

After the closure of the year:

â¢ Mr. Gopal Agarwal has been appointed as Chief Executive Officer and was designated as Key Managerial Personnel of the Company with effect from September 11, 2023;

â¢ Mr. Ashish Gupta who was appointed as Deputy Company Secretary and Compliance Officer of the Company, has been appointed as the Company Secretary and Compliance Officer and designated as the Whole Time Key Managerial Personnel of the Company with effect from September 07, 2023;

5.4 Declaration by the Independent Directors

The Board is of the opinion that (i) Mr. Hetul Mehta, (ii) Mr. Vijay Batra, (iii) Mr. Vinesh Sadekar, and (iv) Dr. Namrata Jariwala, the independent directors of the Company (the âIndependent Director(s)â) 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 âListing Regulationsâ) 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 ofindependence 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 2022-23 is available on the Companyâs website and can be accessed at https://anupamrasayan.com/pdf/Company%20 Performance%20and%20Financial%20Reports/Annual Return FY 2022 23.pdf.

7. MEETINGS

7.1 Board Meetings

The Board conducted 11 (Eleven) Board meetings during the FY 2022-23. The maximum gap between the two meetings did not exceed 120 days, as prescribed under the Act.

7.2 Committee meetings

The Committee meetings held during the FY 2022-23 are as set out in the below table: Table 5: Committee Meetings Details

Audit Committee	Nomination and Remuneration Committee	Corporate Social Responsibility Committee	Stakeholdersâ Relationship Committee
9 meetings	5 meetings	3 meetings	1 meeting
Dates of Meetings
May 12, 2022	May 11, 2022	May 24, 2022	July 11, 2022
July 24, 2022	July 22, 2022	September 01, 2022
August 13, 2022	November 12, 2022	January 23, 2023
September 02, 2022	January 09, 2023
September 28, 2022	February 25, 2023
October 27, 2022
December 06, 2022
January 26, 2023
March 14, 2023

Risk Management Committee Sustainability Committee Fund Raise Committee
2 meetings	2 meetings	2 meetings
DATES OF MEETINGS
September 26, 2022	July 09, 2022	October 03, 2022
March 23, 2023	August 30, 2022	October 04, 2022

Table 4: Board Meeting Details
SR. NO.	Date of Board Meeting
1	April 12, 2022
2	May 12, 2022
3	May 24, 2022
4	July 25, 2022
5	August 13, 2022
6	September 03, 2022
7	September 28, 2022
8	October 27, 2022
9	December 07, 2022
10	January 27, 2023
11	March 15, 2023

8. DIRECTORSâ 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, 2023, 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, 2023, and of the profit of the Company for the said period;

iv) The Directors have prepared the annual accounts on a âgoing concern basisâ;

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 SEBI. The Company has also implemented several best governance practices.

A detailed Corporate Governance Report (âCG Reportâ) 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 ANDANALYSIS

As stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, a Management Discussion and Analysis Report (âMD&ARâ) 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 ANDSUSTAINABILITY REPORT

Anupam Rasayan India Limited being one of the top 1000 listed entities as on March 31, 2023, is presenting its Business Responsibility and Sustainability Report for the financial year 2022-23 (âBRSRâ), which is forming part of the Annual Report and is also placed on the website of the Company at https://www. anupamrasayan.com/pdf/SustainabilityReport/Business Responsibility and Sustainability Report 2022 23.pdf.

12. AUDITORS

12.1 Statutory auditor:

The Companyâs auditors, M/s Rajendra & Co., Chartered Accountants (FRN: 108355W) (âStatutory Auditorâ), 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 17^th annual general meeting of the Members of the Company held on September 30, 2020. The Auditorsâ 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 has appointed M/s M.D. Baid & Associates, Practicing Company Secretaries, Surat (Membership No. 3598/Certificate of Practice No. 3873) (âSecretarial Auditorâ) to undertake the secretarial audit for the financial year 2021-22 and 2022-23 of the Company. The âSecretarial Audit Reportâ for the financial year 2022-23 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

2022- 23. 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 âCost Auditorâ) to conduct the audit of the cost records maintained by the Company pertaining to the products manufactured by it for the FY 2022-23.

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

2023- 24 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 armâs length relationship with the Company. A necessary resolution seeking Membersâ approval for ratification of remuneration payable to the Cost Auditor for the financial year 2023-24 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 (âInternal Auditorâ) for the FY 2022-23 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 2023-24.

13. MAINTENANCE OF COST RECORDS

14. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

14.1 Subsidiary Company:

Jainam Intermediates Private Limited

(CIN: U24304GJ2017PTC098269) is a wholly-owned subsidiary of the Company (âWOSâ).

Tanfac Industries Limited (CIN: L24117TN1972PLC006271) (âTanfacâ) is a subsidiary Company over which the Company exercises effective control. The total aggregate shareholding of the Company in Tanfac as on March 31, 2023 is 25,73,081 fully paid-up equity shares of face value ? 10/- each, aggregating to 25.79% of the voting share capital of Tanfac.

Further, ARIL Transmodal Logistic Private Limited (CIN: U49231GJ2023PTC138896) was incorporated as a wholly-owned subsidiary of the Company with effect from February 28, 2023. The Company did not commence the business operations during the year.

14.2 Associate of the WOS:

Tangent Science Private Limited

(CIN: U24290GJ2020PTC114057) is an associate Company of the WOS, Jainam Intermediates Private Limited.

The Consolidated Financial Statements of the Company as on March 31, 2023 (FY 2022-23) 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.

The Company has framed a policy in terms of Regulations 16(c) of the Listing Regulations for determining the material subsidiaries. The Company does not have any material subsidiaries. The policy has been placed on the Companyâs website and can be accessed at https://www.anupamrasayan. com/investor-relations/policies-related-documents/.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT

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 2022-23.

15.2 Loans and Guarantees:

The Company has given loans and advances as per Note Number 5 and 12 of the Audited Standalone Financial Statements for the FY 2022-23.

The Company has not granted any guarantee or provided any security to any other person, body-corporate, etc. during the year 2022-2023.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into with related parties were on armâs length during the FY 2022-23. 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

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

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 (âCSRâ) to undertake programs/projects and take various initiatives under CSR, which is also available on the Companyâs website at https://www.anupamrasayan. com/corporate-social-responsibility/.

The report on Corporate Social Responsibility (âCSRâ) 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 managementâs 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.

(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, 2023. The Company has a well-established Enterprise Resource Planning (ERP) system in place for recording day-today 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 Auditor 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 his quarterly report to the Audit Committee and Board of the Company.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

22. SHARE CAPITAL

22.1 The Share Capital of the Company as on March 31, 2023 Table 6: Share Capital

Particulars	Number of	Amount (?)
	Shares
Authorised Share Capital
Equity Share Capital of ? 10/- each	12,50,00,000	1,25,00,00,000/
Issued, subscribed and fully paid-up share capital
Equity Share Capital of ? 10/- each	10,74,64,617	107,46,46,170/-

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

During the financial year under review, the Company has not made any preferential allotment of Equity Shares of the Company.

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 ? 10/- (Rupees Ten) each at a price of ? 725/- per equity share, including a premium of ? 715/- per Equity Share and reflect a discount of 4.97% on the floor price amounting to ? 762.88/-per Equity Share, aggregating to ? 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 ? 109.09 Crores as on March 31, 2023, in objects mentioned below:

Table 7:		Amount in INR Crores
Object for which funds have been utilized	Funds Allocated	Funds Utilized
Funding capital expenditure requirements of our Company towards upgradation and expansion of our existing manufacturing facilities	419.17	41.19
General corporate purposes	49.53	36.60
Issue Expenses	31.30	31.30
Total Fund Utilized	500.00	109.09

22.7 Employees Stock Option Plan

Pursuant to the approval of the Board in its meeting held on November 30, 2020, and the approval of the Members in their meeting held on December 4, 2020, and September 30, 2021, the Company had introduced the âAnupam - Employee Stock Options Plan 2020â (âScheme) to issue the employee stock options (âOptionsâ) 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) (âGranteeâ), 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 (âSEBI (SBEB and Sweat Equity) Regulationsâ).

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 and 6,260 (Six Thousand Two Hundred and Sixty) Options under Grant 2 and Grant 3 respectively, of the face value of ? 10/- each of the Company, at an exercise price of ? 225/- per Option to the eligible employees under Scheme on January 20, 2022 and January 09, 2023, exercisable after one year from the date of vesting.

The details of Options granted, exercised, vested and lapsed during the FY 2022-23 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:

(b) Remained unpaid or unclaimed as at the end of the year: NA

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

24. COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The âNomination and Remuneration Policyâ has been formulated/revised under the provisions of the Act and the Listing Regulations and covers remuneration to 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 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 of the Company, 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 longterm strategic planning 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 Non-Executive 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. No non-independent Directors or members of management attended this meeting.

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

- Mr. Hetul Mehta, Chairperson of the Committee

- Mr. Vijay 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), Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) forms part of this Board''s Report and marked as Annexure-BR-V.

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

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 (âICCâ) 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 2022-23:

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, the 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, details of which are required to be mentioned in this Board Report.

30. OTHER STATUTORY DISCLOSURES

30.1 Statement of deviation(s) or variation(s)

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 Companyâs operation in future. However, the Operations of one of the manufacturing plants at Sachin was affected due to an unfortunate fire accident occurred on September 10, 2022 which affected the overall production capacity of the Company and the Company paid ? 1 crore as environmental damage compensation to Gujarat Pollution Control Board (GPCB). The production activities were restarted in the plant from January, 2023.

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

â¢ The registered office of the Company was shifted within the local limits of the city, from 8110, GIDC Industrial Estate, Sachin, Surat-394230, Gujarat, India to the new premises at Office Nos. 1101 to 1107, 11^th Floor, Icon Rio, Behind Icon Business Centre, Dumas Road, Piplod, Surat-395007, Gujarat, India, with effect from July 15, 2023.

â¢ The Company has purchased 10,000 (ten thousand) equity shares of face value of ? 10/- (Rupees ten only) each of a Company named ARIL Fluorospeciality Private Limited (CIN: U20119GJ2023PTC142228) (AFPL), aggregating to 100% shareholding of AFPL on August 01, 2023, and thereby making it a wholly-owned subsidiary of the Company. The business of AFPL is similar to the main line of business of the Company. The Company is yet to commence the business operations.

30.5 Details Oof 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

32. ACKNOWLEDGEMENT

thank the Companyâs 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 Companies Act, 2013, the rules framed thereunder (each as amended from time to time), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the other disclosure requirements as may be applicable under any applicable Regulations issued by SEBI from time to time.

Mar 31, 2022

Your Directors have pleasure in presenting the Nineteenth Annual Report (the âAnnual 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 Financial Statements'' for the financial year ended March 31, 2022.

1. FINANCIAL HIGHLIGHTS

Table 1			Amount (? in Million)
Particulars	STANDALONE		CONSOLIDATED
	2021-2022	2020-2021	2021-2022	2020-2021
Revenue from Operations	10,660.01	8,108.88	10,660.01	8,108.88
Other Income	151.06	266.10	151.06	266.13
Total Income	10,811.07	8,374.98	10,811.07	8,375.01
Profit before Depreciation and Tax	2,802.97	1,510.76	2,813.20	1,516.56
Less: Depreciation	601.16	516.52	601.16	516.52
Profit before tax	2,201.81	994.24	2,212.04	1,000.04
Less: Provision for Income Tax	391.37	242.04	394.10	244.09
Less/(Add): Deferred tax Liability/(Assets)	302.68	52.99	302.68	52.99
Add/(Less): Share of net profit of associates	-	-	6.53	-
Profit after tax	1,507.76	699.21	1,521.79	702.96
Add: Balance b/f from the previous year	3,431.19	2,743.97	3,437.22	2,746.25
Less: Other comprehensive loss for the year (net of tax)	13.17	11.91	13.17	11.91
Less: Utilization of issue of bonus share	-	-	-	-
Less: Preference Share Dividend paid	-	0.08	-	0.08
Less: Equity Share Dividend paid	99.92	-	99.92	-
Balance Profit/ (Loss) C/F to the next year	4,825.86	3,431.19	4,845.92	3,437.22

(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. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

2.1 Business information

Your Company is engaged in custom synthesis and manufacturing of specialty chemicals in India. Over the years, we have evolved from conventional products into custom synthesis and manufacturing of life science related specialty chemicals and other specialty chemicals, involving multi-step synthesis and complex technologies, for a diverse base of Indian and global customers. We are catering to globally

relevant chemical and agrochemical companies. Our key focus in our custom synthesis and manufacturing operationsis developing in-house innovative processes for manufacturing products requiring complex chemistries and achieving cost optimization.

Your Company has a manufacturing capacity of about 27,157 MT in its six (6) manufacturing facilities. With the underlying long-term contracts with MNC and global customers, spanning a period from 2 to 5 years, your Company has invested in building its capital infrastructure.

Your Company is using measures to control the operational and financial costs and is making continuous efforts in resource optimization, enhancement of operational efficiency, quality of products and research and development to sustain and grow in the competitive market. With demand for the products planned for manufacture in the new plants, we anticipate higher turnover with revenues in the upwards trajectory. Your Company is focused on the sales growth with particular attention to exports. Your Company''s growth prospects are strong. 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 K 10,660.01 million compared to k 8108.88 million in the previous year, with a Y-o-Y growth of 31%. The Company has earned a net profit (PAT) of K 1,507.76 million compared to K 699.21 million in the previous year, with a Y-o-Y growth of 116%

- on a consolidated basis, the Company has achieved operating revenue of K 10,660.01 million compared to k 8108.88 million in the previous year, with a Y-o-Y growth of 31%. The Company has earned a net profit (PAT) of K 1,521.79 million compared to K 702.96 million in the previous year, with a Y-o-Y growth of 116%.

(figures have been rounded off)

3. TRANSFER TO RESERVES

The Company has not transferred any amount to ''General Reserve'' during the financial year 2021-22.

4. DIVIDEND

Based on the Company''s performance, the Directors had declared an interim dividend of

k 0.50/- at 5% per Equity Share of the face value of k 10/- each fully paid-up. Further, the Directors have also recommended a final dividend of k 1/- at 10% per Equity Share of the face value of k 10/- each fully paid-up, subject to the approval by the Members in the 19^th Annual General Meeting. The total dividend for FY 2021-22 would be k 1.50/- per Equity Share of the face value of k 10/- each fully paid-up.

The Company declared and recommended the dividend in FY 2021-22 and FY 2020-21 are as under: Table 3: Dividend details

Particulars	FY 2021-2022		FY 2020-2021
	Dividend per Share (in K)	Dividend Payout Amount (K in Million)	Dividend per Share (in K)	Dividend Payout Amount (K in Million)
Interim dividend	0.50	⁽¹⁾ 49.96	-	-
Final dividend	⁽²⁾ 1.00	⁽³⁾ 100.29	0.50	⁽¹⁾ 49.96
Total dividend	1.50	150.25	0.50	49.96
Dividend Pay-out ratio (Interim and final dividend)	9.96%		7.15%

Notes to table:

(i) ⁽¹⁾ Number of fully paid up Equity Shares considered for distribution of dividend was 99922391 Equity Shares.

(ii) ⁽²⁾ The Board of Directors recommended the final dividend at their meeting held on May 12, 2022. The payment is subject to the approval of the shareholders at the 19^th AGM of the Company to be held on September 15, 2022. The record date for the purposes of the final dividend will be Spetember 05, 2022, and the dividend will be paid on or before October 13, 2022.

(iii) ⁽³⁾ Number of fully paid up Equity Shares considered for distribution of final dividend is 100287199 Equity Shares.

The Company declares and pays 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 final dividend declared and recommended 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/ investors/

Pursuant to the provisions of Section 124 of 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 ("IEPF") established pursuant to the Section 125 of the Act. As on March 31, 2022, 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

5.1 Board & KMP

â¢ Board Composition:

- Dr Kiran C Patel, Chairperson and NonExecutive Director

- Mrs Mona Desai, Vice-chairperson and Wholetime Director

- Mr Anand Desai, Managing Director

- Mr Milan Thakkar, Non-Executive Director

- Mr Hetul Mehta, Independent Director

- Mr Vijay Batra, Independent Director

- Mr Vinesh Sadekar, Independent Director and

- Dr Namrata Jariwala, Independent Director

â¢ Whole-time Key Managerial Personnel In terms of Section 203 of the Act

- Ms Suchi Agarwal, Company Secretary and Compliance Officer

- Mr Amit Khurana, Chief Financial Officer

5.2 Directors retire by rotation

As per the provisions of the Act and Articles of Association of the Company, Dr Kiran C Patel (DIN: 08051053), Non-Executive Director of the Company, retires by rotation in the 19^th Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his reappointment at the 19^th Annual General Meeting of the Members of the Company.

5.3 Declaration by the Independent Directors

The Board is of the opinion that (i) Mr Hetul Mehta, (ii) Mr Vijay Batra, (iii) Mr Vinesh Sadekar, and (iv) Dr Namrata Jariwala, the independent directors of the Company (the âIndependent Director(s)") are independent in terms of Section 149 (6) of the Act and Regulation 16 of 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. All the Independent Directors have confirmed that they have registered themselves with the independent directors'' database of the Indian Institute of Corporate Affairs.

5.4 Changes in Key Managerial Personnel (KMP)

During the year under review:

â¢ Mr Vishal Thakkar was appointed as Deputy Chief Financial Officer and categorized as key managerial personnel of the Company with effect from February 01, 2022;

â¢ Mr Afzal Malkani resigned from the position of Chief Financial Officer and key managerial personnel of the Company with effect from the end of the business hours on March 14, 2022;

â¢ Mr Amit Khurana was appointed as Chief Financial Officer and key managerial personnel of the Company with effect from March 15, 2022.

After the closure of the year:

â¢ Mr Vikash Chander was designated as Senior Business Manager and categorized as key managerial personnel with effect from May 13, 2022.

6. ANNUAL RETURN

In compliance of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the FY 2021-22 is available on the Company''s website and can be accessed at https://www.anupamrasayan. com/investors/

7. MEETINGS

The number and dates of meetings of the Board and its Committees are set out hereunder and 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 Ten (10) Board meetings during the FY 2021-22. The maximum gap between the two meetings did not exceed 120 days, as prescribed under the Act.

7.2 Committee meetings

The statutory Committee meetings held during the FY 2021-22 are as set out in the below table: Table 5: Committee Meetings Details

Audit Committee	Nomination And Remuneration Committee	Corporate Social Responsibility Committee	Risk Management Committee	Stakeholders'' Relationship Committee
9 meetings	4 meetings	1 meeting	2 meetings	1 meeting
Dates of meetings
Audit Committee	Nomination And Remuneration Committee	Corporate Social Responsibility Committee	Risk Management Committee	Stakeholders'' Relationship Committee
May 11, 2021	September 01, 202''	1 April 30, 2021	November 16, 2021	October 16, 2021
May 15, 2021	December 20, 2021		March 30, 2022
June 11,2021	January 20, 2022
August 05, 2021	March 07, 2022
September 04, 2021 November 09, 2021
December 11, 2021
February 11, 2022 March 12, 2022

Table 4: Board Meeting Details

Sr. No.	Date Of Board Meeting
1	May 15, 2021
2	June 12,2021
3	August 06, 2021
4	September 04, 2021
5	November 01, 2021
6	November 10, 2021
7	December 27, 2021
8	February 01,2022
9	February 11, 2022
10	March 14, 2022

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, 2022, 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, 2022, and of the profit of the Company for the said period;

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

A detailed Corporate Governance Report ("CG 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 (âMD&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 calculated as on March 31 of every financial year shall include a business responsibility report describing the initiatives taken by the Company from the environmental, social and governance perspective. The requirement of including a business responsibility report shall be discontinued after the financial year 2021-22, and thereafter, with effect from the financial year 2022-23, the top 1000 listed entities based on the market capitalization shall include a business responsibility and sustainability report and whereas, the top 1000 listed entities may voluntarily include a business responsibility and sustainability report during the FY 2021-22.

Anupam Rasayan India Limited being one of the top 1000 listed entities as on March 31, 2022, is presenting its Business Responsibility and Sustainability Report for the financial year 2021-22 ("BRSR"), which is forming part of the Annual Report and is also placed on the website of the Company at https://www.anupamrasayan.com/investors/.

12. AUDITORS

12.1 Statutory auditor:

The Company''s auditors, RAJENDRA & CO., Chartered Accountants ("StatutoryAuditor"), having their office at 1311 Dalamal Tower, 211, Nariman Point, Mumbai - 400021, Maharashtra, India and FRN: 108355W, were appointed as Statutory Auditor for a term of 5 years in the 17^th 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, the Company has appointed M.D. Baid & Associates, Mr Mohanlal Baid, ACS No. 3598/CP No. 3873, Practicing Company Secretaries (ââSecretarial Auditor") to undertake the secretarial audit for the financial year 2021-22 and 2022-23 of the Company. The ''Secretarial Audit Report'' for the FY 2021-22 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 2021-22. The Board, on the recommendation of the Audit Committee, has appointed Bhanwarlal Gurjar & Co., Cost Accountants (Registration No. 101540) as cost auditor (the "Cost Auditor") to conduct the audit of the cost records maintained by the Company pertaining to the products manufactured by it for the FY 2021-22.

Further, the Board, on the recommendation of the Audit Committee, has appointed Bhanwarlal Gurjar & Co., Cost Accountants (Registration No. 101540) as Cost Auditor for the financial year 2022-23 and fixed their remuneration, subject to ratification by the Members at the ensuing Annual General Meeting. 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. Necessary resolution seeking Members'' approval for ratification of remuneration payable to the Cost Auditor for the financial year 2022-23 is included in the Notice convening the Annual General Meeting.

12.4 Internal Auditor:

K. B. Daliya & Associates, Chartered Accountants, Surat (FRN: 126368W) was appointed as internal auditor of the Company ("Internal Auditor") for the FY 2021-22 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 K. B. Daliya & Associates, Chartered Accountants, as Internal Auditor of the Company to conduct the internal audit for the financial year 2022-23.

13. MAINTENANCE OF COST RECORDS

14. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

14.1 Subsidiary company:

Jainam Intermediates Private Limited (CIN:U24304GJ2017PTC098269 ) is the wholly-owned subsidiary of the Company ("WOS") as of March 31, 2022.

14.2 Associate of the WOS:

Tangent Science Private Limited

(CIN:U24290GJ2020PTC114057) is an associate company of the WOS.

14.3 Joint Venture & Associate:

The Company has acquired 24,89,802 fully paid-up equity shares of TANFAC INDUSTRIES LIMITED (CIN: L24117TN1972PLC006271) ("Tanfac")" of face value k 10/- each, aggregating to its 24.96% of the voting share capital by way of the Share Purchase Agreement dated February 01, 2022, and joint control over the Tanfac along with Tamilnadu Industrial Development Corporation Limited ("TIDCO") (the existing promoter of Tanfac), by virtue of the Amendment to the Joint Venture Agreement signed between the Company, TIDCO and the exiting promoters represented by Birla Group Holdings Private Limited ("BGHPL"). Tanfac is a joint venture between the Company and TIDCO.

After the closure of the financial year on March 31, 2022: The Company acquired a further 83,279 fully paid-up equity shares of face value k 10/- each, aggregating to 0.83% of the voting share capital of Tanfac with effect from May 20, 2022, pursuant to an Open Offer made by the Company to the public shareholders of Tanfac, in compliance with the requirements of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, (as amended), thus, making the total aggregate shareholding of the Company in Tanfac as 25,73,081 fully paid-up equity shares of face value k 10/- each, aggregating to 25.79% of the voting share capital of Tanfac pursuant to completion of such Open Offer.

The Consolidated Financial Statements of the Company as on March 31, 2022 (FY 2021-22) have been prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards as specified under Section 133 of the Act. The audited Consolidated Financial Statements form part of this Annual Report. The statement pursuant to Section 129(3) of the Act in respect of the aforementioned WOS, Associate of the WOS and Joint Venture & Associate is annexed in AOC-1 as Annexure-BR-VII to this Board Report.

The Company has framed a policy in terms of Regulations 16(c) of the Listing Regulations for determining the material subsidiaries. The Company does not have any material subsidiaries. The policy has been placed on the Company''s website and can be accessed at https://www.anupamrasayan.com/ investors/.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT

15.1 Investments Made:

The Company has made the investments in the body corporate as per the Note Number 4 of the Audited Financial Statements for the FY 2021-22.

15.2 Loans and Guarantees:

The Company has given loans and advances as per Note Number 12 and 32 of the Audited Financial Statements for the FY 2021-22.

The Company has not granted any guarantee or provided any security to any other person, body-corporate, etc. during the year 2021-2022.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements or transactions entered into with related parties that were not on arm''s length basis during the FY 2021-22. The disclosure of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2, is attached as Annexure-BR-II to this Board Report.

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

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

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/investors/.

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

19. RISK 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 in its meeting held on May 15, 2021.

The composition of the Risk Management Committee, as on March 31,2022, 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 Committee initially, on May 15, 2021, was constituted with 4 members, (i) Mr Anand Desai, Managing Director, (ii) Mrs Mona Desai, Whole-time Director, (iii) Mr Vinesh Sadekar, Independent Director, and (iv) Mr Afzal Malkani, CFO. However, pursuant to the resignation of Mr Afzal Malkani from the post of CFO of the Company and approval of his resignation by the Board in its meeting dated March 14, 2022, he ceased to be a member of the Risk Management Committee with effect from March 14, 2022, post which the committee was re-constituted to the current composition as aforementioned.

The Risk Assessment and Management Policy of the Company has been placed on its website at https://www.anupamrasayan.com/investors/.

20. INTERNAL FINANCIAL CONTROLS

The Company has developed and maintained adequate measures for internal financial control for the year ended March 31, 2022. 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 Mr Ketan Daliya, Chartered Accountant, has been appointed as Internal Auditor 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 his quarterly report to the Audit Committee and Board of the Company.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of the Company confirm 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.

22. SHARE CAPITAL 22.1 The Share Capital of the Company as on March 31,2022 Table 6:
Particulars	Number of Shares	Amount (^)
Authorised Share Capital
Equity Share Capital of face value of ? 10/- each	12,50,00,000	1,25,00,00,000/-
Issued, subscribed and fully paid-up share capital
Equity Share Capital of face value of ? 10/- each	10,02,46,885	1,00,24,68,850/-

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

During the financial year under review, the Company has not made any preferential allotment of Equity Shares of the Company.

22.6 Employees Stock Option Plan

Pursuant to the approval of the Board in its meeting held on November 30, 2020, and the approval of the Members in 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 (âOptions") 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 2 are exercisable within one year from the dates of vesting.

Each such Option confers a right upon the employee, who has been granted the Option(s) âGrantee", 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) Regulations, 2014.

Table 7: Details of Grant, Vesting, Exercise & Allotment:
13,12,795 OPTIONS APPROVED UNDER ESOP-2020 SCHEME
GRANT 1	13,12,760
Date of Grant 1	December 10, 2020
Exercise price (K)	225/-
Vesting date	December 09, 2021	December 09, 2022	December 09, 2023
Vesting % and number of Options	33.34% of the Options granted in Grant 1 No. of Options: 4,37,674	33.34% of the Options granted in Grant 1 No. of Options: 4,37,674	33.32% of the Options granted in Grant 1 No. of Options: 4,37,412
Options exercised and Equity Shares allotted	2,87,272 37,222 Equity Equity Shares Shares	Nil as not yet due for vesting	Nil as not yet due for vesting
Date of issue and allotment of Equity Shares of K 10/- each	January 20, March 07, 2022 2022	NA	NA
GRANT2	1,07,075
Date of Grant 2	January 20, 2022
Exercise price (K)	225/-
Vesting date	January 19, 2023
Vesting %	100% of the Options granted in Grant 2
Options exercised and allotted	Nil

Further, pursuant to the Options 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 of the face value of k 10/-of the Company at an exercise price of k 225/- per Option to the eligible employees under Scheme on January 20, 2022, exercisable after one year from the date of vesting, i.e. January 19, 2023.

Pursuant to the SEBI (SBEB and Sweat Equity) Regulations, introduced by the SEBI, Scheme was modified to include the clauses/provisions in accordance with the SEBI (SBEB and Sweat Equity) Regulations and Scheme and was ratified in accordance with the Regulation 12 of the said Regulations. Such modifications and ratifications of Scheme were approved by the Members in the 18^th annual general meeting held on September 30, 2021.

The details of Options granted, exercised, vested and lapsed during the FY 2021-22 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-V 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.

(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 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 to 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 policy is available on the website at https://www.anupamrasayan.com/investors/.

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 of the Company, its Committees and the individual Board members.

and timeliness of flow of information between the management of the Company and the Board required to effectively and reasonably perform their duties. No non-independent Directors or members of management attended this meeting.

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

- Mr Vijay 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. The Chairperson of the Audit Committee 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/investors/

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-VI. 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. Further, the Annual Report and the accounts are being sent to the Members of the Company, excluding this aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request of the Members, and any Member interested may obtain the same by writing to the Company Secretary at [email protected].

30.2 Compensation from subsidiaries or associates to the Managing Director and Wholetime 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 during and after the closure of the year:

(a) The Company has acquired 24,89,802 equity shares of Tanfac, representing 24.96% of its voting share capital vide the Share Purchase Agreement and acquired joint control of Tanfac along with the existing promoter TIDCO vide Amendment to the Joint Venture Agreement, details whereof are as set out in para 14.3 "Joint Venture & Associate:" of this Board Report. The Company further, in compliance with the requirements of the SEBI (SAST) Regulations, has acquired 83,279 equity shares of Tanfac, representing its 0.83% voting share capital through an Open Offer made to the public shareholders of Tanfac on May 20, 2022, thus, making the total aggregate shareholding of the Company in Tanfac as 25,73,081 fully paid-up equity shares of face value k 10/- each of Tanfac, aggregating to its 25.79% of the shareholding pursuant to completion of such Open Offer and joint control over Tanfac along with TIDCO, continuing promoter of Tanfac.

(b) The Members of the Company have considered and approved raising of funds for an aggregate amount not exceeding k 8000 Million through an issue of Equity Shares by way of a qualified institutional placement ("QIP"), in accordance with the relevant provisions of the applicable laws vide resolution passed through postal ballot dated June 26, 2022.

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.

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

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 2021-22:

a) No. of complaints received: NIL

b) No. of complaints disposed of: NIL

29. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors, Cost Auditors, and Secretarial Auditors 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, details of which are required to be mentioned in this Board Report.

30. OTHER STATUTORY DISCLOSURES

30.1 Statement of deviation(s) or variation(s)

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.

For and on behalf of the Board of Directors of Anupam Rasayan India Limited

Date: August 13, 2022 Anand Desai Mona Desai

Place: Surat Managing Director Whole-Time Director

DIN:00038442 DIN:00038429

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