Rossari Biotech Ltd

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)

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 short-term volatility in raw material prices may persist, the sector's long-term 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 long-term 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 ("the Act"), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and forms a part of this Annual Report. In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and the Audited Accounts of each of its Subsidiaries are available on the website of the Company at www.rossari.com/financial-information.

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 "Annexure-I" 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 ("AGM") 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 "Annexure-II" 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 ‘Rossari Employee Stock Option Plan - 2019' ("ESOP 2019"), which was approved and ratified by the Members on 02^nd December, 2019 and 17^th April, 2021, respectively.

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 ("SBEBSE Regulations").

The administration of ESOP 2019 falls under the purview of the Nomination and Remuneration Committee. This scheme is designed with the primary objectives of aligning 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^st February, 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 ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the Company for the Financial Year 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 ("BRSR Policy"), which is available on the website of the Company at www.rossari.com/ corporate-governance/.

A. 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 ("NRC"), 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^th November, 2027 (both days inclusive).

The Members of the Company at the Extraordinary General Meeting ("EGM") 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 ("NRC") 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 Non-Independent Directors, Committees of the Board and performance of the Board as a whole including the Chairman of the Board and the Managing Director.

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 ("IICA").

- 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 self-assessment 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. Directors' Responsibility Statement

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

Directors make the following statements in terms of Section 134(3)(c) of the Act:

(i) in the preparation of the Annual Financial Statements for the Financial Year ended 31^st March, 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 ("KMP") of the Company, as per Section 2(51) and Section 203 of the Act:

(i) Mr. Edward Menezes, Executive Chairman (ii) Mr. Sunil Chari, Managing Director (iii) Mr. Ketan Sablok, Group-Chief Financial Officer (iv) Ms. Parul Gupta, Head- Company Secretary and Legal

A. Statutory Auditors

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

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 ("Shah Patel and Associates"), were appointed as Secretarial Auditors of the Company for the Financial Year 2024-25. The Secretarial Audit Report is set out as "Annexure-III" 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

"Annexure-III(A)" and "Annexure-III(B)", 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 "Annexure-III(C)" 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.

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, 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.rossari.com/ corporate-governance/.

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

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 "Annexure-IV" 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 ("CSR") policy of the Company and the initiatives undertaken by the Company as CSR activities during the Financial Year under review are set out as "Annexure V" 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:

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 "Annexure-VI" and forms a part of this Annual Report.

ANNUAL RETURN

The Annual Return in Form MGT-7 for the Financial year 2024-25, 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 ("BRSR") 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 "Annexure-VII" and forms a part of this Annual Report.

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