Directors Report of Rossari Biotech Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Sixteenth (16^th) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2025.

HIGHLIGHTS OF FINANCIALS

Financial performance of the Company for the Financial Year ended 31^st March, 2025 is summarised below:

('' in million)
Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	14,316.28	12,029.10	20,802.94	18,305.58
Other Income	57.42	67.71	40.09	74.46
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,919.77	1,680.25	2,690.90	2,572.02
Less : Depreciation & amortisation	276.90	241.89	670.73	603.90
Profit/loss before Finance Costs, Exceptional items and Tax Expense	1,642.87	1438.36	2,020.18	1,968.12
Less : Finance Costs	95.84	97.02	178.11	193.72
Profit/loss before Exceptional items and Tax Expense	1,547.03	1341.34	1,842.07	1,774.40
Add/(Less) : Exceptional items	-	-	-	-
Profit before Tax Expenses and share of profit/loss of joint venture/associate	1,547.03	1341.34	1,842.07	1774.40
Add: Share of profit/(loss) of joint venture/associate	-	-	9.78	1.75
Profit before Tax Expenses	1,547.03	1341.34	1,851.85	1,776.15
Less: Tax Expense (Current & Deferred)	399.61	344.89	488.07	469.26
Profit/loss after tax	1,147.42	996.45	1,363.78	1,306.89
Other Comprehensive Income/(Cost)	(2.81)	(0.12)	(10.25)	0.09
Total Comprehensive Income	1,144.61	996.33	1,353.53	1,306.98

BUSINESS OUTLOOK & FINANCIAL PERFORMANCE

The specialty chemicals industry is undergoing significant transformation, driven by global supply chain shifts, rising demand, and increased focus on sustainability. India''s emergence as a key global manufacturing hub, supported by policy incentives and evolving consumer needs, presents considerable growth opportunities. The sector is set for sustained expansion, with strong domestic and export demand driving industry growth. While shortterm volatility in raw material prices may persist, the sector''s longterm fundamentals remain strong.

Amid this dynamic landscape, your Company is well-positioned to capitalise on evolving market trends. With strong research and development capabilities, strategic global partnerships, and a firm commitment to sustainability, the Company continues to drive innovation and long-term value creation. The strategic priorities for your Company remain to be focused on geographic expansion across core divisions/businesses, launching novel products within key chemistries like surfactants, phenoxy series, institutional cleaning, and performance chemicals, strengthening partnerships to increase wallet share and enhance customer

engagement, leveraging digital technology and sustainable R&D to create intelligent chemical solutions. With a strong balance sheet, diversified product portfolio, and growing global footprint, the Company is well-equipped to deliver longterm sustainable growth, despite short-term macroeconomic volatility. On consolidated basis, the Company''s international business saw an impressive 27% year-on-year growth. This was driven by strategic market targeting, capacity enhancements, technological investments, and an expanding portfolio of innovative, sustainable products.

Performance of the Year:

On a consolidated basis, for the year ended 31^st March, 2025, the Company achieved total revenue from operations of '' 20,802.94 million, Earnings before interest, tax, depreciation and amortisation (EBITDA), before exceptional items of '' 2,650.81 million and Profit before tax (PBT), before exceptional items, of '' 1,851.85 million. On a standalone basis, for the year ended 31^st March 2025, the Company achieved total revenue from operations of '' 14,316.28 million, EBITDA before exceptional items of '' 1,862.35 million and PBT before exceptional items, of '' 1,547.03 million.

Divisional Performance:

During the year under review HPPC grew by 16%, TSC by 6% and AHN by 7%, demonstrating the Company''s resilience in a challenging business environment.

- Home, Personal Care & Performance Chemicals (HPPC): Demonstrated robust growth of 16% in Financial Year 2024-25, contributing significantly to the Company''s 14% overall revenue growth. Expansion in customer base and performance under challenging conditions underscores the division''s resilience.

- Textile Specialty Chemicals (TSC): Faced headwinds due to subdued global textile demand. Despite revenue pressure from price softening, volume growth indicates underlying demand stability. Recovery is expected as industry conditions improve.

- Animal Health and Nutrition (AHN): Delivered stable performance, with consistent demand supporting steady growth.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (âthe Actâ), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and forms a part of this Annual Report. In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and the Audited Accounts of each of its Subsidiaries are available on the website of the Company at www.rossnri.com/finnncinl-informat.ion.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE

The Board of Directors of the Company reviewed the affairs of the subsidiaries/associate of the Company. Pursuant to the provisions of Section 129 (3) of the Act and the Companies (Accounts) Rules, 2014, details of the subsidiaries/associate/joint venture are set out as âAnnexure-Iâ and forms a part of this Annual Report.

The salient features of the financial statement of each of our subsidiaries/associate are also set out in the Form AOC-1, which forms a part of the Financial Statements section of this Annual Report.

DIVIDEND

Your Directors have recommended a Final Dividend of 25% (i.e. Re. 0.50) on Equity Shares of the Face Value of '' 2/- each for the Financial Year ended 31^st March, 2025. The Dividend is subject to the approval of Members at the Annual General Meeting (âAGMâ) scheduled to be held on Monday, 30^th June, 2025. In view of the changes made under the Income tax Act, 1961, by the Finance

Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members.

The Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The Company has formulated a Dividend Distribution Policy and the same is available on the website of the Company at www.rossari.com/corporate-governance/ and is set out as âAnnexure-IIâ and forms a part of this Annual Report.

The Directors recommended the dividend based on the parameters and factors laid down in the Dividend Distribution Policy of the Company and the dividend will be paid out of the profits for the Financial Year ended 31^st March, 2025 after the same is approved in the ensuing AGM of the Company.

UNPAID/UNCLAIMED DIVIDEND

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report, which forms part of this Annual Report.

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

TRANSFER TO GENERAL RESERVE

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

SHARE CAPITAL

During the year under review, the paid-up share capital of the Company increased by '' 0.24 million divided into 117800 Equity Shares of '' 2/- each, pursuant to exercise of stock options vested under Rossari Biotech Limited Employee Stock Option Plan - 2019.

The paid-up equity share capital of the Company as on 31^st March, 2025 was '' 110.73 million divided into 55363766 Equity Shares of '' 2/- each.

ROSSARI EMPLOYEE STOCK OPTION PLAN

The Company has an Employee Stock Option Scheme, namely âRossari Employee Stock Option Plan - 2019'' (âESOP 2019â), which was approved and ratified by the Members on 02^nd December, 2019 and 17^th April, 2021, respectively.

The ESOP 2019 is available on the website of the Company at www.rossari.com/corporate-governance/ .

During the Financial Year under review, there were no changes made to the above Scheme and same is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSBEBSE Regulationsâ).

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

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

As per Regulation 14 of the SBEBSE Regulations (read with SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated 16^th June, 2015) details of the plan as required under SBEBSE Regulations is available on the website of the Company at www.rossari.com/ir-annual-report/. Further, details of ESOP 2019 are also given in the Notes to the Financial Statements and forms a part of this Annual Report.

REGISTERED OFFICE

The Board of Directors of the Company at its meeting held on 21^st January, 2025 approved shifting of Registered Office of the Company from 201 A-B, 2^nd Floor, Akruti Corporate Park, L.B.S Marg, Next to GE Gardens, Kanjurmarg (W), Mumbai 400078 to Rossari House, Golden Oak, LBS Marg, Surya Nagar, Opp. Mahindra Showroom, Vikhroli (West), Mumbai 400079, Maharashtra, India i.e. within the local limits of Mumbai city effective from 01^stFebruary, 2025.

The present address of the Registered Office is as follows:

Rossari House, Golden Oak, LBS Marg, Surya Nagar, Opp. Mahindra Showroom, Vikhroli (West), Mumbai 400079, Maharashtra, India.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

The Corporate Governance Report and the certificate on Corporate Governance received from the Statutory Auditors of the Company for the Financial Year 2024-25, forms a part of this Annual Report as required under Regulation 34 read with Schedule V (C) & (E) of the Securities and Exchange Board of India (âSEBIâ) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the Company for the Financial Year 2024-25 forms a part of this Annual Report as required under the Act, and Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the Financial Year 2024-25 forms a part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations. The Board of Directors have also adopted a Business Responsibility and Sustainability Policy (âBRSR Policyâ), which is available on the website of the Company at www.rossa.ri.com/ corporate-governance/.

BOARD OF DIRECTORSA. Appointment/Re-appointment

During the Financial Year under review, pursuant to the provisions of Section 161 of the Act, the Board of Directors of the Company at its Meeting held on 19^th October, 2024, based on the recommendation of the Nomination and Remuneration Committee (âNRCâ), approved appointment of Mr. Gurudas Aras (DIN: 02187903) as an Additional Director (Non-Executive, Independent Director), for a term of 3 (three) consecutive years with effect from 19^th October, 2024 to 18^th October, 2027 (both days inclusive), not liable to retire by rotation and re-appointment of Mr. Aseem Dhru (DIN: 01761455), as a Non-Executive, Independent Director of the Company for the second term of 3 (three) consecutive years with effect from 12^th November, 2024 upto 11^thNovember, 2027 (both days inclusive).

The Members of the Company at the Extraordinary General Meeting (âEGMâ) held on 11^th November, 2024, have approved appointment of Mr. Gurudas Aras and re-appointment of Mr. Aseem Dhru, as a Non-Executive, Independent Directors of the Company.

Pursuant to the provisions of Section 196 and 197 of the Act and based on the recommendations of the NRC and the Audit Committee, the Board of Directors of the Company, at its meeting held on 29^th April, 2024, approved the reappointment of Mr. Edward Menezes (DIN: 00149205) and Mr. Sunil Chari (DIN: 00149083), as the Executive Chairman and Managing Director, respectively. Their reappointments are for a further period of 5 (five) years, commencing from 01^st October, 2024 to 30^th September, 2029 (both days inclusive), and they will be liable to retire by rotation. The Members of the Company at the AGM held on 23^rd August, 2024, have approved re-appointment of Mr. Edward Menezes and Mr. Sunil Chari.

B. Retire by Rotation

Mr. Sunil Chari (DIN: 00149083) will retire by rotation and being eligible, offers himself for re-appointment at the ensuing 16^th AGM of the Company. Your Director''s recommend his re-appointment.

The detailed profile of Mr. Sunil Chari seeking reappointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM.

C. Cessation

During the Financial Year under review, Maj. Gen. Sharabh Pachory, VSM (Retd.) (DIN: 08577249) has completed his term as an Independent Director on 11^th November, 2024 and consequently, ceased to be the Independent Director of the Company with effect from end of day on 11^th November, 2024, due to completion of his term as Independent Director of the Company.

The Board places on record appreciation for the guidance and support provided by him during his association with the Company.

D. Number of Meetings of The Board

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

E. Board Evaluation

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

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and Listing Regulations.

In a separate meeting held on 11^th March, 2025, the Independent Directors evaluated the performance of NonIndependent Directors, Committees of the Board and performance of the Board as a whole including the Chairman of the Board and the Managing Director.

F. Declaration by Directors

The Directors of the Company provided following declaration and confirmations:

- In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

- All Independent Directors of the Company have submitted declaration of Independence, as required pursuant to Section 149(6) of the Act, and provisions of the Listing Regulations, stating that they have met the criteria of independence as provided therein.

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

- In terms of Section 150 of the Act and Rule made thereunder, they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (âIICAâ).

- Further, they have either confirmed that they are exempted or successfully undergone online proficiency self-assessment test as required under the Act, except, Director, who shall undergo the online proficiency selfassessment test conducted by the IICA within the prescribed period.

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

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board and that they fulfil the conditions specified under the Act, and the Listing Regulations.

G. Directorsâ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your

Directors make the following statements in terms of Section

134(3)(c) of the Act:

(i) in the preparation of the Annual Financial Statements for the Financial Year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the Financial Year ended on that date;

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

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

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

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

BOARD COMMITTEES

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

(i) Audit Committee

(ii) Nomination & Remuneration Committee

(iii) Stakeholders'' Relationship Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

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

KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, following were the Key Managerial Personnel (âKMPâ) of the Company, as per Section 2(51) and Section 203 of the Act:

(i) Mr. Edward Menezes, Executive Chairman

(ii) Mr. Sunil Chari, Managing Director

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

(iv) Ms. Parul Gupta, Head- Company Secretary and Legal

AUDITORSA. Statutory Auditors

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

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

The report given by the Auditors on the Financial Statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and the Notes to Accounts are self-explanatory and hence, do not call for any further explanation or comments under Section 134(3)(f)(i) of the Act.

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

B. Secretarial Auditors

M/s. Shah Patel and Associates, Practicing Company Secretaries (âShah Patel and Associatesâ), were appointed as Secretarial Auditors of the Company for the Financial Year 2024-25. The Secretarial Audit Report is set out as âAnnexure-IIIâ and forms a part of this Annual Report.

Pursuant to Regulation 24A of the Listing Regulations the Secretarial Audit Report of the material unlisted subsidiary of the Company i.e. Unitop Chemicals Private Limited and Tristar Intermediates Private Limited, are set out as âAnnexure-III(A)â and âAnnexure-III(B)â, respectively and forms a part of this Annual Report.

The Secretarial Compliance Report for the Financial Year ended 31^st March, 2025, pursuant to the requirement of Regulation 24A of the Listing Regulations, in relation to compliance of all the applicable SEBI Regulations/circulars/ guidelines issued thereunder, is set out as âAnnexure-III(C)â

and forms a part of this Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practise.

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

Pursuant to Regulation 24A of the Listing Regulations read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee proposed appointment of Shah Patel and Associates, (Firm Registration No.: P2015MH046300) as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from the Financial Year 2025-26 till Financial Year 2029-30, subject to approval of Members at the AGM. Accordingly, a resolution seeking approval by the Members is listed in the AGM Notice as Special Business.

M/s. Shah Patel and Associates, have confirmed their eligibility under Section 204 of the Act and the rules framed thereunder, Regulation 24A of the Listing Regulations for appointment as Secretarial Auditors of the Company. As required under the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Company Secretaries of India.

C. Cost Auditors

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee had appointed M/s. R. Shetty & Associates, Cost Accountants (Firm Registration No.: 101455) to audit the cost accounts of the Company for the Financial Year ended 31^st March, 2026. In terms of the provisions of Section 148(3) of the Act, read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members, accordingly, a resolution seeking ratification by the Members for the remuneration is listed in the AGM Notice as Special Business.

Central Government under Sub-Section (1) of Section 148 of the Act, is required by the Company and accordingly, such accounts and records are made and maintained.

The Company has filed the Cost Audit Report for the Financial Year ended 31^st March, 2024 submitted by M/s. R. Shetty & Associates. The Cost Audit Report for the Financial Year ended 31^st March, 2025 will be filed in due course.

RELATED PARTY TRANSACTIONS

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

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

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

Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (âCSRâ) policy of the Company and the initiatives undertaken by the Company as CSR activities during the Financial Year under review are set out as âAnnexure Vâ and forms a part of this Annual Report. For other details regarding the CSR Committee, refer to the Corporate Governance Report, which forms a part of this Annual Report. CSR Policy is available on the website of the Company at www.rossari.com/corporate-governance/.

POLICIES The Company is committed to upholding the highest ethical standards in all our business transactions. In accordance with the applicable Acts, Rules, Regulations and Standards, adopted various policies including following:
Name of Policy	Brief description	Web link
Familiarisation Programme for Independent Directors	This Policy introduces the process of familiarizing the independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.	www.rossari.com/corporate-governance/
Nomination And Remuneration Policy (âNRC Policyâ)	This Policy is to provide a framework and set standards for the appointment of directors with requisite experience and skills who have the capacity and ability to lead the Company. It also defines the role of the Nomination and Remuneration Committee. For further details related to salient features of NRC Policy including remuneration, you may refer the Corporate Governance Report which forms part of this Annual Report.	www.rossari.com/corporate-governance/
Vigil Mechanism/Whistle Blower Policy	The Company promotes ethical behavior in all its business activities and in line with the best governance practises. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company.	www.rossari.com/corporate-governance/
Prevention of Sexual Harassment at Workplace	This Policy creates and maintains a secure work environment where its employees will work and pursue business together in an atmosphere free of harassment. An Internal Complaints Committee (âICCâ) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.	www.rossari.com/corporate-governance/
All the policies are periodically reviewed and updated by the Board to address evolving needs and compliance requirements.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ANNUAL RETURN

The Annual Return in Form MGT-7 for the Financial year 202425, as provided under Section 92(3) and 134(3)(a) of the Act is available on the website of the Company at www.rossari.com/ir-annual-report/.

PARTICULARS OF EMPLOYEES

Employees remains the backbone of the Company, on which Company is growing. The Company continues to emphasis on the endevour which helps its employees to grow, which can be referred in Business Responsibility and Sustainability Reporting (âBRSRâ) and Human Capital which forms part of this Annual Report.

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

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on the website of the Company at www.rossari.com.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT

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

RISK MANAGMENT & INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Further details on the risk management activities including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.

The Company''s internal control systems are tailored to the specific nature of its business, as well as the scale and intricacy of its operations. These systems undergo regular testing by both Statutory and Internal Auditors, encompassing all offices, facilites, and pivotal business domains any observation gets implemented in a time sensitive manner. The Company has implemented robust procedures to ensure the systematic and effective management of its operations, encompassing adherence to corporate policies, protection of assets, and the prevention and detection of fraudulent activities and errors. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.

GENERAL DISCLOSURE

During the Financial Year under review:

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

(ii) the Company''s securities were not suspended.

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

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

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

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

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

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

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

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

(xi) there were no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

(xii) Mr. Sunil Chari, Managing Director of the Company has received remuneration amounting to AED 0.16 million from Rossari Global DMCC, wholly owned subsidiary of the Company. The aggregate remuneration received by Mr. Sunil, from both companies is within the limits of Section 197 of the Act.

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

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

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the persistent support from the shareholders, customers, suppliers, dealers, distributors, bankers, and other stakeholders.

Your Board of Directors would also like to take this opportunity to express their sincere gratitude to all of the employees, who have contributed to our success over the past year. We are proud of what we have accomplished together, and we look forward to continued success in the years ahead.

Mar 31, 2024

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

HIGHLIGHTS OF FINANCIALS

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

(Rs. in Million)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	12,029.10	9,751.72	18,305.58	16,558.81
Other Income	67.71	35.98	74.46	54.84
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,680.25	1,262.46	2,572.02	2,285.08
Less : Depreciation & amortisation	241.89	259.83	603.90	629.31
Profit /loss before Finance Costs, Exceptional items and Tax Expense	1438.36	1,002.63	1,968.12	1,655.77
Less : Finance Costs	97.02	46.18	193.72	223.15
Profit /loss before Exceptional items and Tax Expense	1,341.34	956.45	1,774.40	1,432.62
Add/(Less) : Exceptional items	-	-	-	-
Profit before Tax Expenses and share of profit / loss of joint venture/	1,341.34	956.45	1774.40	1,432.62
associate
Add: Share of profit /(loss) of joint venture/associate	-	-	1.75	9.57
Profit before Tax Expenses	1,341.34	956.45	1,776.15	1,442.19
Less: Tax Expense (Current & Deferred)	344.89	242.55	469.26	369.62
Profit/loss after tax	996.45	713.90	1,306.89	1,072.57
Other Comprehensive Income / (Cost)	(0.12)	3.37	0.09	3.00
Total Comprehensive Income	996.33	717.27	1,306.98	1,075.57

BUSINESS OUTLOOK & FINANCIAL PERFORMANCE

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

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

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

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

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE

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

Unitop Chemicals Private Limited

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

million in the current Financial Year as compared to '' 549.83 million in the previous Financial Year.

Tristar Intermediates Private Limited

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

Buzil Rossari Private Limited

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

Romakk Chemicals Private Limited

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

Rossari Consumer Products Private Limited

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

Rossari Bangladesh Limited

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

Rossari Global DMCC

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

Hextar Unitop SDN BHD

Hextar Unitop SDN BHD (âHextarâ) is a Joint Venture of UCPL, a subsidiary of the Company. Hextar achieved a revenue of '' 97.38 million in the current Financial Year as compared to '' 114.28 million in the previous Financial Year. Profit before Tax is ''12.52 million in the current Financial Year as compared to profit of '' 15.33 million in the previous Financial Year. The Profit after Tax stood at ''9.98 million in the current Financial Year as compared to the profit of '' 9.14 million in the previous Financial Year.

DIVIDEND

Your Directors have recommended a Final Dividend of 25 % (i.e. Re. 0.50) on Equity Shares of the Face Value of '' 2/- each for the Financial Year ended 31^st March, 2024. The Dividend is subject to the approval of Members at the Annual General Meeting (âAGMâ) scheduled to be held on 23^rd August, 2024. In view of the changes made under the Income tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members, the Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

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

UNPAID / UNCLAIMED DIVIDEND

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

TRANSFER TO GENERAL RESERVE

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

SHARE CAPITAL

The paid-up equity share capital of the Company as on 31^st March, 2024 was '' 110.49 million divided into 55,245,966 Equity Shares of '' 2/- each.

- Employee Stock Options

During the Financial Year under review, the Company has allotted 90,480 equity shares at a price of '' 425/- per equity share aggregating to '' 38.45 million to the eligible employees under the Rossari Employee Stock Option Plan 2019.

REGISTERED OFFICE

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

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

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the Financial Year 2023-24 forms a part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations. The Board of Directors have also adopted a Business Responsibility and Sustainability Policy (âBRSR Policyâ) which is available on the website of the Company at www.rossnri.com/ corporate-governance/.

BOARD OF DIRECTORSA. Appointment/Re-appointment

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

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

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

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

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

B. Retire by Rotation

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

Detailed profile of Mr. Edward Menezes seeking re-appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM.

C. Cessation

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

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

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

D. Number of Meetings of The Board

The Board had 5 (five) meetings during the Financial Year under review. The maximum gap between any two Board Meetings were not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors. Further, details on meetings of the Board of Directors and other details are provided in the Corporate Governance Report section which forms a part of this Annual Report.

E. Board Evaluation

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

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

The exercise for evaluation was carried out through a structured questionnaire specifically designed for the Board, Committees and Individual Directors. The Board''s functioning was evaluated on various aspects, inter alia, including its structure, strategic direction, meeting effectiveness, stakeholder value and responsibility, performance management, information management, governance, compliance and overall performance metrics. The Directors were evaluated on aspects such as strategy, function, ethics and values, team player, selfdevelopment and other general criteria.

The Committees of the Board were evaluated on aspects such as mandate, composition and terms of reference of the Committees, reviews and decision making, core governance and compliance as a whole. Additionally, the performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated.

F. Declaration by Directors

The Independent Directors of the Company have submitted declaration of Independence, as required pursuant to Section 149(6) of the Act, and provisions of the Listing Regulations, stating that they have met the criteria of independence as provided therein.

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

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

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

G. Familiarisation Programme for Independent Directors

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

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

H. Directorsâ Responsibility Statement

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

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

(ii) such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the Financial Year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

BOARD COMMITTEES

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

(i) Audit Committee

(ii) Nomination & Remuneration Committee

(iii) Stakeholders'' Relationship Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

KEY MANAGERIAL PERSONNEL

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

(i) Mr. Edward Menezes, Executive Chairman

(ii) Mr. Sunil Chari, Managing Director

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

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

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

AUDITORSA. Statutory Auditors

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

B. Secretarial Auditors

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

The Secretarial Compliance Report for the Financial Year ended 31^st March, 2024, in relation to compliance of all the applicable Securities and Exchange Board of India (âSEBIâ) Regulations/ circulars/ guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations, is set out as âAnnexure-II(B)â and forms a part of this Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practice.

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

C. Cost Auditors

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee had appointed M/s. R. Shetty & Associates, Cost Accountants (Firm Registration No.: 101455) to audit the cost accounts of the Company for the Financial Year ended 31^st March, 2025. In terms of the provisions of Section 148(3) of the Act, read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members, accordingly, a resolution seeking ratification by the Members for the remuneration is listed in the AGM Notice as Special Business.

The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act. Maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.

The Company has filed the Cost Audit Report for the Financial Year ended 31^st March, 2023 submitted by M/s. R. Shetty & Associates. The Cost Audit Report for the Financial Year ended 31^st March, 2024 will be filed in due course.

ROSSARI EMPLOYEE STOCK OPTION PLAN

The Company has an Employee Stock Option Scheme, namely âRossari Employee Stock Option Plan - 2019'' (âESOP 2019â). which was approved and ratified by the Members on 02^nd December, 2019 and 17^th April, 2021, respectively.

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

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

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

RELATED PARTY TRANSACTIONS

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

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

NOMINATION AND REMUNERATION POLICY

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

The Whistle Blower Policy aims to:

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

- ensure timely and consistent organisational response;

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

- provide protection against victimisation.

In accordance with the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Directors and the employees have direct access to the Chairman as well as the Members of the Audit Committee. No person was denied access to the Audit Committee. Details of the vigil mechanism are explained in the Corporate Governance Report and the Whistle Blower Policy is available on the website of the Company at www.rossari.com/corporate-governance/.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (âCSRâ) policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year under review are set out as âAnnexure- IVâ and forms a part of this Annual Report. For other details regarding the CSR Committee, refer to the Corporate Governance Report, which forms a part of this Annual Report. CSR Policy is available on the website of the Company at www.rossari.com/corporate-governance/.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

POLICIES

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

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT

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

RISK MANAGMENT & INTERNAL FINANCIAL CONTROLS

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

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

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

Our approach to risk management is to identify, evaluate risks and opportunities. This framework is intended to assist in decision making process that will minimise potential losses, improve the management in the phase of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives.

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

GENERAL DISCLOSURE

During the Financial Year under review:

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

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

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

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

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

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

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

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

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

(j) there were no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

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

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

(m) the requirement to disclose the details of difference between amount of the valuation done at the time of onetime

settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

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

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

Mar 31, 2023

The Directors have pleasure in presenting the Fourteenth Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2023.

highlights of financials

Financial performance of the Company for the Financial Year ended 31^st March, 2023 is summarised below:

(Rs. in Million)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	9,751.72	10,728.44	16,558.81	14,829.74
Other Income	35.98	127.00	54.84	119.96
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,262.46	1,354.93	2,285.08	1,954.39
Less : Depreciation & amortisation	259.83	262.68	629.31	480.55
Profit/loss before Finance Costs, Exceptional items and Tax Expense	1,002.63	1,092.25	1,655.77	1,473.84
Less : Finance Costs	46.18	25.45	223.15	126.56
Profit/loss before Exceptional items and Tax Expense	956.45	1,066.80	1,432.62	1,347.28
Add/(Less) : Exceptional items	-	-	-	-
Profit before Tax Expenses and share of profit/loss of joint venture/associate	956.45	1,066.80	1,432.62	1,347.28
Add: Share of profit /(loss) of joint venture/associate	-	-	9.57	15.47
Profit Before Tax Expenses	956.45	1,066.80	1,442.19	1,362.75
Less: Tax Expense (Current & Deferred)	242.55	272.06	369.62	385.80
Profit/loss after Tax	713.90	794.74	1,072.57	976.95
Other Comprehensive Income / (Cost)	3.37	0.14	3.00	0.85
Total Comprehensive Income	717.27	794.88	1,075.57	977.80

business outlook & financial performance

The Specialty Chemicals industry in India is fast progressing with multiple strong growth prospects, focus on R&D, new technologies and manufacturing capacities. On the back of this, your Company is well-positioned to capitalise on the upcoming opportunities in this space.

The Company has delivered steady performance during the Financial Year 2022-23 despite a subdued macro-environment. On the profitability front, the Company has shown improvement in margin percentage during the current Financial Year. Revenue has been lower by 9% on a standalone basis while it has grown by 12% on a consolidated basis.

For the Financial Year ended 31^st March, 2023, on a standalone basis, your Company achieved total revenue from operations of '' 9,751.72 million compared to '' 10,728.44 million during the previous Financial Year. Earnings Before Interest Tax Depreciation and Amortisation (EBITDA) decreased from '' 1,227.93 million in the previous Financial Year to '' 1,226.48 million during the current Financial Year ended 31^st March, 2023. Profit after Tax (PAT) was at '' 713.90 million in the current Financial Year as compared to '' 794.74 million in the previous Financial Year.

During the Financial Year under review, the major headwind was seen in the Textile vertical. The slowdown in the overall Textile

industry, due to the subdued demand, impacted the growth of our Textile Specialty Chemicals division. Home, Personal Care and Performance Chemicals delivered steady performance while Animal Health and Nutrition had a growth of 12% during the Financial Year under review. Raw material prices stabilised as the year progressed and so did the logistics cost. The impact of softening of the raw material prices was also evident in our finished goods pricing, although we were able to hold on to our volumes. Also, our margins showed an improvement throughout the Financial Year.

acquisitions

During the previous Financial Year, your Company had done strategic acquisitions of three high-quality and high-potential companies in the Speciality Chemicals space viz. Unitop Chemicals Private Limited (UCPL), Tristar Intermediates Private Limited (TIPL) and Romakk Chemicals Private Limited (RCPL). These acquisitions brought in multitude synergies such as expanded product portfolio, stronger presence in new markets, cross-selling opportunities, access to newer technologies, capacity and talent. UCPL is a leading supplier of Surfactants, Emulsifiers and Specialty Chemicals. TIPL has a prominent presence in the field of Preservatives, Aroma Chemicals, and Home & Personal Care Additives while Romakk is into business of manufacturing, trading and sale of Silicone Oils and its Derivatives and Emulsions.

During the Financial Year under review, your Company acquired additional stake of 15% in UCPL and 8% in TIPL, taking the Company''s holding to 80% and 84%, respectively. Also, the Company has acquired the remaining 16% stake in TIPL after the end of the Financial Year.

On a consolidated basis, your Company achieved total revenue from operations of '' 16,558.81 million as compared to ''14,829.74 million during the previous Financial Year. Earnings Before Interest Tax Depreciation and Amortisation (EBITDA) increased from '' 1,834.43 million in the previous Financial Year as compared to '' 2,230.24 million during the Financial Year ended 31^st March, 2023. Profit after Tax (PAT) was at 1,072.57 million in the current Financial Year as compared to '' 976.95 million in the previous Financial Year.

There is ample of growth potential for all our business verticals and acquired businesses in both the domestic and international markets and we are optimistic of tapping upon these opportunities, going forward. In a stabilised environment, we look forward to deliver strong and sustainable growth. Overall, the Company is optimistic that over a longer period of time the demand environment should get stabilised, which will help drive sustainable growth. To maintain our market position as a leading provider of intelligent and sustainable solutions, our long-term focus will continue to be on growing our wallet share among our current client base while expanding out to emerging customer segments.

consolidated financial statements

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

subsidiaries, associate and joint venture

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

BuzII Rossari Private Limited

Buzil Rossari Private Limited (âBRPLâ) is a wholly owned subsidiary of the Company. BRPL achieved a revenue of '' 789.42 million as compared to '' 848.37 million in the previous Financial Year. Profit before Tax is '' 21.97 million in the current Financial Year as compared to '' 65.26 million in the previous Financial Year. The Profit after Tax stood at '' 5.36 million as compared to '' 16.14 million in the previous Financial Year.

Rossari Consumer Products Private Limited

Rossari Consumer Products Private Limited (âRCPPLâ) (formerly known as Rossari Personal Care Products Private Limited) is a wholly owned subsidiary of the Company. RCPPL achieved a revenue of '' 3.05 million as compared to '' 59.13 million in the previous Financial Year. Profit / (Loss) before Tax is '' (1.60) million as compared to '' 1.48 million in the previous Financial Year. The profit /(loss) after Tax stood at '' (1.55) million as compared to Profit of '' 1.51 million in the previous Financial Year.

Unitop Chemicals Private Limited

The Company holds 80% stake in Unitop Chemicals Private Limited (âUCPLâ) w.e.f. 02^nd September, 2022. UCPL achieved a revenue of '' 5,541.30 million in current Financial Year as compared to '' 2,697.37 million from the date of acquisition upto 31^st March, 2022. Profit before Tax is '' 722.05 million in current year as compared to '' 347.04 million from the date of acquisition upto 31^st March, 2022. The Profit after Tax stood at '' 545.28 million as compared to '' 215.99 million from the date of acquisition upto 31^st March, 2022.

Tristar Intermediates Private Limited

The Company holds 100% stake in Tristar Intermediates Private Limited (âTIPLâ) w.e.f. 12^th April, 2023. TIPL achieved a revenue of '' 2,090.25 million in current Financial Year as compared to '' 1,045.19 million from the date of acquisition upto 31^st March, 2022. Profit before tax is '' 138.54 million in current Financial Year as compared to '' 100.21 million from the date of acquisition upto 31^st March, 2022. The Profit after Tax stood at '' 102.87 million as compared to '' 82.26 million from the date of acquisition upto 31^st March, 2022.

Romakk Chemicals Private Limited

The Company holds 50.10 % stake in Romakk Chemicals Private Limited (âRCPLâ) w.e.f. 25^th November, 2021. RCPL achieved a

revenue of '' 347.55 million in current Financial Year as compared to '' 115.12 million from the date of acquisition upto 31^st March, 2022. Profit before Tax is '' 11.63 million in current Financial Year as compared to '' 9.76 million from the date of acquisition upto 31^st March, 2022. The Profit after Tax stood at '' 8.64 million as compared to '' 7.26 million from the date of acquisition upto 31^st March, 2022.

Hextar Unitop SDN BHD

Hextar Unitop SDN BHD (âHextarâ) is a Joint Venture of UCPL, a subsidiary of the Company. Hextar achieved a revenue of '' 114.28 million in current Financial Year as compared to '' 83.54 million from the date of acquisition upto 31^st March, 2022. Profit before Tax is '' 15.33 million in current Financial Year as against profit of '' 13.48 million from the date of acquisition upto 31^st March, 2022. The Profit after Tax stood at '' 9.14 million in current Financial Year as compared to the profit of '' 12.06 million from the date of acquisition upto 31^st March, 2022.

dividend

Your Directors have recommended a Final Dividend of 25 % (i.e. '' 0.50) on Equity Shares of the Face Value of '' 2/- each for the Financial Year ended 31^st March, 2023. The Dividend is subject to the approval of Members at the Annual General Meeting (âAGMâ) scheduled to be held on 31^st May, 2023. In view of the changes made under the Income tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members, the Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

unpaid / unclaimed dividend

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

transfer to general reserve

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

share capital

The paid-up equity share capital of the Company as on 31^st March, 2023 was '' 110.31 million divided into 55,155,486 Equity Shares of '' 2 each.

- Employee Stock Options

During the Financial Year under review, the Company has allotted 99,100 equity shares at a price of '' 425/- per equity share aggregating to '' 42.11 million to the eligible employees under the Rossari Employee Stock Option Plan 2019.

registered office

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

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

corporate governance report and certifificate

The Corporate Governance Report and the certificate on Corporate Governance received from the Statutory Auditors of the Company for the Financial Year 2022-23, forms a part of this Annual Report as required under Regulation 34 read with Schedule V(C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

management discussion and analysis report

The Management Discussion and Analysis Report of the Company for the Financial Year 2022-23 forms a part of this Annual Report as required under the Act, and Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the Financial Year 2022-23 forms a part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations. The Board of Directors have also adopted a Business Responsibility Policy, which is available on the website of the Company at www.rossari.com/corporate-governance/

BOARD OF DIRECTORS

A. Appointments/Re-appointment

As per the recommendation of the Nomination and Remuneration Committee (âNRCâ), Ms. Aparna Sharma (DIN: 07132341) was appointed as an Additional Director, designated as Non-Executive, Independent Director of the Company, not liable to retire by rotation, for a consecutive tenure of 3 (three) years w.e.f. 29^th April, 2023, subject to approval of Members at this AGM. She will hold office as an Additional Director upto the date of this AGM and is eligible for appointment as a Director.

The Board is of the opinion that Ms. Aparna Sharma is a person of integrity, expertise, and has relevant experience to serve the Company as an Independet Director.

Ms. Aparna Sharma is exempted from requirement of clearing the online proficiency test pursuant to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.

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

B. Retirement by Rotation

Mr. Sunil Chari (DIN: 00149083) will retire by rotation and being eligible, offers himself for re-appointment at the ensuing 14^th AGM of the Company. Your Directors recommend his re-appointment.

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

C. Cessation

During the Financial Year under review Mr. Robin Banerjee (DIN:00008893), has tendered his resignation as NonExecutive Independent Director of the Company due to preoccupations with effect from 03^rd January, 2023.

Further, in accordance with Regulation 30 of the Listing Regulations, read with clause 7B of Part A of Schedule III of the Listing Regulations, Mr. Banerjee confirms that there is no other material reason other than stated aforesaid for his resignation from the post of Non-Executive Independent Director of the Company.

number of meetings of the board

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

board evaluation

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

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

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

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

declaration by independent directors

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

familiarisation programme for independent directors

The policy and details of familiarisation programme

is available on the website of the Company at

www.rossari.com/corporate-governance/.

key managerial personnel

During the Financial Year under review, Mr. Ketan Sablok was designated as Key Managerial Personnel.

auditors

a. Statutory Auditors

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

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

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

The tenure of Statutory Auditors M/s. Deloitte Haskins & Sells LLP, Chartered Accountants expires at the ensuing AGM. As per the recommendation of the Audit Committee and the Board of Directors, M/s. Walker Chandiok & Co LLP Chartered Accountants, Firm Registration No. 001076N/ N500013 are proposed to be appointed as the Statutory Auditors of the Company in place of M/s. Deloitte Haskins & Sells LLP, Chartered Accountant (ICAI) Firm Registration No 117366W/W-100018 , Retiring Auditors, subject to approval of Members at the AGM.

M/s. Walker Chandiok & Co LLP, have confirmed their eligibility under Section 139 and 141 of the Act and the rules framed there under for appointment as Statutory Auditors of the Company. As required under the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B. Secretarial Auditors

directorsâ responsibility statement

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

(a) i n the preparation of the Annual Financial Statements for the Financial Year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the Financial Year ended on that date;

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

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

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

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

board committees

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

(a) Audit Committee

(b) Nomination & Remuneration Committee

(d) Corporate Social Responsibility Committee

(e) Risk Management Committee

M/s. Sanjay Dholakia & Associates, Company Secretaries as Secretarial Auditor of the Company. The Secretarial Audit Report is set out as âAnnexure-IIâ and forms a part of this Annual Report. Pursuant to Regulation 24A of the Listing Regulations the Secretarial Audit Report of the material unlisted subsidiary of the Company i.e. Unitop Chemicals Private Limited is set out as âAnnexure-II(A)â and forms a part of this Annual Report.

The Secretarial Compliance Report for the Financial Year ended 31^st March, 2023, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out as âAnnexure-II(B)â and form a part of this Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practice.

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

C. Cost Auditors

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee has appointed M/s. R. Shetty & Associates, Cost Accountants (Firm Registration No.: 101455) to audit the cost accounts of the Company for the Financial Year ended 31^st March, 2023. In terms of the provisions of Section 148(3) of the Act, read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members, accordingly, a resolution seeking ratification by the Members for the remuneration is listed in the AGM Notice as Special Business.

The Cost Auditors has certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act. Maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained. The Company has filed the Cost Audit Report for the Financial Year ended 31^st March, 2022 submitted by M/s. R. Shetty & Associates. The Cost Audit Report for the Financial Year ended 31^st March, 2023 will be filed in due course.

rossari employee stock option plan

The Company has an Employee Stock Option Scheme, namely âRossari Employee Stock Option Plan - 2019'' (âESOP 2019â) which was approved and ratified by the Members on 02^nd December, 2019 and 17^th April, 2021, respectively. The plan is administered by the NRC. The objective of ESOP 2019 is to reward employees to align individual performance with Company objectives and drive shareholders'' value creation, create a culture of ownership among the executives, and employees to enhance their commitment to the organisation, to collaborate, attract and retain key talent critical to organisation''s success. There are no material changes made to the above Scheme and same is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (âSBEB Regulationsâ)

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

As per Regulation 14 of the SBEB Regulations (read with SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated 16^th June, 2015) details of the plan as required under SBEB Regulations is available on the website of the Company at www.rossari.com/ir-annual- report/. Further, details of ESOP 2019 are also given in the Notes to the Financial Statements, and forms a part of this Annual Report.

related party transactions

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

All contracts/ arrangements/ transactions entered by the Company during the Financial Year under review with related parties were on an arm''s length basis and in the ordinary course of business. The approval of the Audit Committee was sought for all Related Party Transactions. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions were in compliance with the applicable provisions of the Act and the Listing Regulations. The disclosure of Material Related Party Transactions as per Section 134(3)(h) read with Section 188(2) of the Act, in Form AOC 2 is set out as âAnnexure-IIIâ and forms a part of this Annual Report. Details of Related Party Transactions are also given in the notes to the Financial Statements.

nomination and remuneration policy

vigil mechanism / whistle blower policy

The Whistle Blower Policy aims to:

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

- ensure timely and consistent organisational response;

- build and strengthen a culture of transparency and trust; and

- provide protection against victimisation.

In accordance with the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Directors and employees have direct access to the Chairman as well as the Members of the Audit Committee. No person was denied access to the Audit Committee. Details of the vigil mechanism are explained in the Corporate Governance Report and Whistle Blower Policy is available on the website of the Company at www.rossari.com/corporate-governance/.

corporate social responsibility

The brief outline of the Corporate Social Responsibility (âCSRâ) policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year under review are set out as âAnnexure IVâ and forms a part of this Annual Report. For other details regarding the CSR Committee, refer to the Corporate Governance Report, which forms a part of this Annual Report. CSR Policy is available on the website of the Company at www.rossari.com/corporate-governance/ .

compliance of secretarial standards of icsi

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

energy conservation, technology absorption and foreign exchange earnings and outgo

prevention of sexual harassment at workplace

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

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

annual return

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

particulars of employees

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

particulars of loans, guarantees and investments

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

risk managment & internal financial controls

Risk management is integral to the Company''s strategy and for the achievement of the long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks. The Risk Management Committee is constituted to frame, implement and monitor the risk management plan of the Company. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

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

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

The Company has implemented Systems, Applications & Products in Data Processing (âSAPâ) for betterment of internal control in the organisation. SAP will work as a tool for strengthening internal control systems for the Company. SAP will reduce the risk of errors and fraud, by enforcing segregation of duties, automating processes, providing audit trails and real-time reporting, while also ensuring compliance with regulatory requirements.

general disclosure

During the Financial Year under review:

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

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

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

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

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

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

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

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

(k) neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its Subsidiaries, Associate.

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

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

cautionary statement

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

acknowledgements

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

Mar 31, 2022

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

HIGHLIGHTS OF FINANCIALS

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

('' in million)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	10,728.44	6,904.14	14,829.74	7,093.45
Other Income	127.00	97.23	119.96	87.04
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,354.93	1,310.64	1,954.39	1,322.48
Less : Depreciation & amortisation	262.68	220.74	480.55	228.29
Profit /loss before Finance Costs, Exceptional items and Tax Expense	1,092.25	1,089.90	1,473.84	1,094.19
Less : Finance Costs	25.45	29.92	126.56	29.92
Profit /loss before Exceptional items and Tax Expense	1,066.80	1,059.98	1,347.28	1,064.27
Add/(Less) : Exceptional items	-	-	-	-
Profit before Tax Expenses and share of profit / loss of joint venture/associate	1,066.80	1,059.98	1,347.28	1,064.27
Add: Share of profit /(loss) of joint venture/associate	-	-	15.47	4.11
Profit before Tax Expenses	1,066.80	1,059.98	1,362.75	1,068.38
Less: Tax Expense (Current & Deferred)	272.06	268.96	385.80	267.92
Profit/loss after tax	794.74	791.02	976.95	800.46
Other Comprehensive Income / (Cost)	0.14	1.25	0.85	1.06
Total Comprehensive Income	794.88	792.27	977.80	801.52

BUSINESS OUTLOOK & FINANCIAL PERFORMANCE

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

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

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

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

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

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

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

ACQUISITIONS:

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

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

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

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE

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

Buzil Rossari Private Limited

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

Rossari Personal Care Products Private Limited

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

Unitop Chemicals Private Limited

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

Tristar Intermediates Private Limited

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

Romakk Chemicals Private Limited

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

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

Hextar Unitop SDN BHD

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

DIVIDEND

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

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

UNPAID / UNCLAIMED DIVIDEND

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

TRANSFER TO GENERAL RESERVE

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

SHARE CAPITAL

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

Preferential Issue

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

Employee Stock Options

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

REGISTERED OFFICE

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

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

CORPORATE GOVERNANCE REPORT AND CERTIFIFICATE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY REPORT

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

BOARD OF DIRECTORS Appointment & Regularisation

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

Retirement by Rotation

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

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

Number of Meetings of the Board

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

Board Evaluation

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

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

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

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

BOARD COMMITTEES

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

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders'' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

KEY MANAGERIAL PERSONNEL

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

AUDITORSA. Statutory Auditors

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

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

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

B. Secretarial Auditors

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

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

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

C. Cost Auditors

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

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

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

ROSSARI EMPLOYEE STOCK OPTION PLAN

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

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

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

RELATED PARTY TRANSACTIONS

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

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

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

NOMINATION AND REMUNERATION POLICY

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RISK MANAGMENT & INTERNAL FINANCIAL CONTROLS

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

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

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

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

GENERAL DISCLOSURE

During the Financial Year under review:

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

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

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

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

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

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

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

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

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

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

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

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors

Edward Menezes Executive Chairman

(DIN: 00149205)

Date: 19^th May, 2022 Place: Mumbai

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