Rishiroop Ltd

TO THE MEMBERS,

Your Directors have pleasure in presenting their Fortieth Annual Report, together with the Audited Statement of Accounts for the financial year ended March 31, 2025.

FINANCIAL SUMMARY

The summarized financial results of the Company for the year ended March 31, 2025 are presented below:

BUSINESS OVERVIEW AND STATE OF AFFAIRS

Ongoing conflict in various regions and tariff wars pose significant risk to global economic outlook. Despite this global uncertainty, India's real GDP growth of 6.4 % in 2024-25 remains close to the decadal average showing the resilience in the economy. The Economic Survey 2024-25 notes that India continues to register the fastest growth in manufacturing driven by new business gains and robust demand.

From a Company perspective, during the year under review prices of petroleum products continued to be volatile with a sharp drop in prices towards the close of financial year as macro sentiment soured amid escalating trade tensions. The compression in demand for our products in matured markets was offset by positive growth in domestic volumes. We continue to monitor the potential impact of recent global developments, including the evolving policy landscape in the USA, which may introduce new challenges and uncertainties.

Your Company's sales turnover during the year under review was Rs. 7436.11 lacs as compared to Rs. 7667.14 lacs in the previous year. Other income in the year under review was Rs. 971.80 lacs as compared to Rs. 2172.58 lacs in previous year, due to sharp decrease in value of investment portfolio on account of global uncertainties impacting the stock prices. Hence, total of sales and other income decreased to Rs. 8407.91 lacs from Rs. 9839.72 lacs in previous year. The Profit Before Tax (PBT) for the period was Rs. 1440.68 lacs as against profit of Rs. 2797.83 lacs in the previous year.

SHARE CAPITAL

The total issued and paid-up share capital of the Company as on March 31, 2025 is Rs. 9,16,36,030/- divided into 91,63,603 equity shares of Rs.10/- each. There was no change in the share capital of the Company during the year under review.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

No material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DIVIDEND

The Board of Directors of the Company recommends for consideration of shareholders at the 40^th Annual General Meeting, the payment of final dividend @ 15 % (Re. 1.50 per share) (subject to tax deduction at source) on the equity shares of face value of Rs. 10/- each for the year ended March 31, 2025.

The Board proposes to transfer an amount of Rs. 50.00 lacs to the General Reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof, equity dividend amount of Rs. 316,367/- (for FY 2016-17) and redemption amount of Rs. 1,89,56,858/- in respect of the Redeemable Preference Shares issued by the Company in 2017, which remained unclaimed for a period of seven years was transferred to the Investor Education and Protection Fund (IE&PF) during the year. Further, 10,560 shares pertaining to such unclaimed dividend for financial year 2016-17 was also transferred to the IE&PF Authority, as per the statutory provisions. Dividend amount of Rs. 379,098/- for the financial year 2023-24, in respect of the shares held by the IE&PF Authority was also transferred to the designated IE&PF bank account during the year.

Your Company has appointed the Company Secretary of the Company, Mr. Agnelo A. Fernandes, as the Nodal Officer under the aforesaid IE&PF Rules. Further details pertaining to IE&PF transfer are available on the IE&PF website: www.iepf.gov.in and on the Company website on the following weblink- http:// www.rishiroop.in/investors/corporate-governance/downloads/.

DIRECTORS

The Board of Directors in the meeting held on February 10, 2025 reappointed Mr. Aditya A. Kapoor (DIN : 00003019) as Managing Director of the Company for a period of three years from April 1, 2025 to March 31, 2028. The appointment was confirmed by the Members by passing a Special Resoluation through Postal Ballot on March 30, 2025.

Pursuant to Section 149(11) of the Companies Act, 2013, Mrs. Vijyatta Jaiswal (DIN: 07131327), Non-Executive Independent Director of the Company will demit office at the conclusion of the 40^th Annual General Meeting of the Company consequent to completion of her second and final term of her appointment of five consecutive years as Independent Director. The Board of Directors place on record its appreciation for the assistance and guidance provided by Mrs. Vijyatta Jaiswal during her tenure as an Independent Director of the Company specifically in the realm of accountancy, taxation, regulatory compliance and risk management.

The Board in the meeting held on May 15, 2025, appointed Mrs. Falguni Hitesh Shah (DIN: 00635202) who is a Chartered Accountant having over 30 years of experience in Financial Reporting, Statutory Audit, Tax Audit and GST as an Additional Director of the Company (in the capacity of Non-Executive Independent Director) and also approved the Notice of Postal Ballot seeking approval of the members by way of a Special Resolution for her appointment as Non-Executive Independent Director for a term of five consecutive years from May 15, 2025 to May 14, 2030.

In terms of the Articles of Association of the Company and the Companies Act, 2013, Mr. Atul R. Shah (DIN: 00004528), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for reappointment. Since Mr. Atul R. Shah has attained the age of 75 years, pursuant to Reg. 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, the continuation of his appointment is also required to be approved by the members through Special Resolution as set out in the Notice for the 40^th AGM of the Company.

Mr. Atul R. Shah is a fellow member of Institute of Chartered Accountants of India (ICAI) and has 50 + years expertise in Corporate Laws, Taxation, Accounts and Auditing. He is a director on the board of one private limited company of the Group. Other than this, he does not hold any directorships and membership of any Committees of the Boards of Directors of any other companies, except Rishiroop Limited. He is holding 100 shares of the Company as on March 31, 2025.

The Board considers that his continued association would be of immense benefit to the Company, and it is desirable to continue to avail services of Mr. Shah as Non-Executive Director. Accordingly, the Board of Directors recommends the continuation of his appointment as Non-Executive Director of the Company.

All the appointments of Directors of the Company are in compliance with the provisions of Section 164 of the Companies Act, 2013.

All Independent directors have given the declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013, and clause 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, that they fulfill the conditions of independence as specified in the Act and SEBI (LODR) Regulations, 2015 and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Independent Directors of the Company have confirmed that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

All Directors and senior management personnel have confirmed compliance with the Code of Conduct for Directors and Senior Management personnel.

The relevant details of the Directors, and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Aditya A. Kapoor, Managing Director, Mr. Mittal N. Savla, Chief Financial Officer and Mr. Agnelo A. Fernandes, Company Secretary are the KMP of your Company.

BOARD COMMITTEES

The Board has constituted various committees consisting of Executive and Non-Executive Directors of the Company to ensure good corporate governance and in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Currently, the Board has four committees, viz.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and other details are provided in the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The details of the number of meetings of the Board and Board Committees held during the financial year 2024-25 forms part of the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD

The Independent Directors, during their separate meeting held on February 10, 2025 and the Board in its meeting also held on February 10, 2025, conducted a formal evaluation of the performance of the Chairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole and also that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the Companies Act, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made is summarized below:

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman, draft parameterized feedback forms for evaluation of the Board, Independent Directors, Managing Director, Non-Executive Director and Chairman.

2. I ndependent Directors at a meeting without anyone from the non-independent directors and management person present, considered/evaluated the Board's performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the concerned director). Board also evaluated the fulfillment of independence criteria by the independent directors.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report with the Auditors' Certificate thereon are attached hereto and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the company and its future operations.

DEPOSITS

During the year, your Company has not accepted deposits from the shareholders and others, and has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies. Therefore, Form AOC-1 is not annexed to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profit and loss of the Company for the year ended March 31, 2025;

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

Jayesh Dadia & Associates LLP, Chartered Accountants (Registration No. 121142W/W100122), were appointed as Statutory Auditors at the 37^nd Annual General Meeting till the conclusion of 42^nd Annual General Meeting of the Company.

The observations of the Statutory Auditors on the annual financial statement for the year ended March 31, 2025, including the relevant notes to the financial statement are self-explanatory, and therefore, do not call for any further comments. The said Auditors' Report which has been issued with unmodified opinion does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS, IF ANY

Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, it is hereby confirmed that during the financial year 2024-25, there have been no frauds reported by the auditors.

SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT

As per requirement of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed DM & Associates Company Secretaries LLP as the Secretarial Auditor for financial year 2024-25, whose Secretarial Audit Report in Form MR-3 dated May 3, 2025 is attached separately to this Report. Further, pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report dated May 3, 2025, in the prescribed format, is also attached to this Report. The aforesaid Reports are self-explanatory and do not call for any further explanation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, your Company entered into related party transactions, including renewal of leave and license agreement with Rishiroop Polymers Private Limited, a related party in respect of the office premises situated at 1005, The Summit Business Bay, Andheri-Kurla Road, Andheri East, Mumbai - 400 093 for locating the Corporate Office of the Company. Justification for the transaction: Most favorable terms offered including competitive rental charges, no security deposit, no brokerage payment, fully furnished office, synergy of operations with other group companies etc.

All the related party transactions were on arm's length basis. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meeting of Board and its Powers), Rules, 2014.

All related party transactions have been approved by the Audit Committee of your Company and by the Board of Directors. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement of all Related Party Transactions pursuant to the omnibus approval so granted is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis, specifying the nature, value of the transactions and other prescribed details.

Details of the related party disclosures and transactions (including transactions of the Company with any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company), as applicable, are given in Note no. 36 to the financial statements. Since the related party transactions are all on arm's length, and there are no material contracts, arrangement or transactions, and hence, Form AOC-2 is not annexed to this Report.

In compliance with the provisions of Regulation 34(3) read with Para A - Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with section 134(3)(h) of the Act, since your Company has no holding, subsidiary or associate company, it is confirmed that no loans or advances in the nature of loans have been received or paid to such companies, and that no loans or advances in the nature of loans have been received or paid to any firms or companies in which a director is interested and no investments have been made in the shares of holding companies or any of its subsidiaries.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The revised policy on Related Party Transactions as reviewed and approved by the Board in the meeting held on May 15, 2025 is accessible on the weblink: http://www.rishiroop.in/investors/corporate- governance/policies/.

RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The Company's risk management processes focus on ensuring that these risks are identified on a timely basis and addressed. The Company has a policy on Risk Management, which is accessible on the weblink: http://www.rishiroop.in/investors/corporate-governance/policies/.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use, and removal.

The internal control system is supplemented by documented policies, guidelines, and procedures. The Company's internal auditors continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organization's internal controls and risk management procedures. The Internal Auditor submits detailed reports on quarterly basis to the Audit Committee and management. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control system.

Your Company is in compliance with the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards approved by the Central Government. Your Company has framed and put into effect, several policies on important matters such as Nomination and Remuneration of directors and KMP, materiality of events/information, preservation of documents/archival policy etc., which provide robust guidance to the management in dealing with such matters to support internal control. Your Company reviews its policies, guidelines, and procedures of internal control on an ongoing basis in view of the ever-changing business environment and regulatory requirements.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board shall have minimum 3 (three) and maximum 15 (fifteen) directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Memorandum and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Companies Act/SEBI Regulations. Except for the Managing Director, no other directors are paid remuneration, but are paid only sitting fees. The Managing Director is paid remuneration as approved by the shareholders, but is not paid any sitting fees. Managing Director, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

Criteria for determining Independence of Director: A Director will be considered as an ‘Independent Director' if he/she meets with the criteria for ‘Independent Director' as laid down in the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualification: While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board. It is ensured that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors' as outlined in Schedule IV to the Companies Act, 2013.

A copy of the policy for remuneration to non-executive and independent directors is available on the weblink: http://www.rishiroop.in/investors/corporate-governance/policies/

PARTICULARS OF EMPLOYEES AND REMUNERATION

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remunerations of Managerial Personnel) Rules, 2014, the relevant details for financial year 202425 are given below:

(i) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, ratio of the remuneration of each Director to the median remuneration of the employees of your Company for the financial year 2024-25 are as under:

& - Remuneration for previous year FY 2023-24 was for part of the year (i.e. w.e.f. 12.02.2024)

In the financial year, there was an increase of 7.16 % in the median remuneration of the employees.

(ii) There were 35 permanent employees on the rolls of your Company as on March 31, 2025.

(iii) Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year i.e. 2024-25 was 10.31 %, whereas, increase in the managerial remuneration for the same financial year was 9.58 %. Managerial remuneration paid during the financial year 2024-25 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your Company.

(iv) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of your Company.

Further, as per Sec 197(12) of Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the aforesaid Rules, the Statement containing names and details of the top ten employees in terms of remuneration drawn during the financial year 2024-25 forms part of this report. This Report is sent to the members excluding the aforesaid Statement. This Statement is open for inspection at the Registered Office of the Company during working hours, and any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ‘A' to this Report.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was revised on February 7, 2023. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID: auditcommittee@ rishiroop.in. The Company affirms that during the year under review no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy covering all employees and directors is hosted on the Company's website at URL - http://www.rishiroop.in/investors/corporate- governance/policies/.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Sexual Harassment Prevention Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Committee was reconstituted during the year.

All employees are covered under the said Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed: Nil

• No. of complaints pending: Nil

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of the familiarization program for Independent Directors is accessible on the Company website at http://www.rishiroop.in/investors/corporate-governance/policies/.

CORPORATE SOCIAL RESONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Board constituted the CSR Committee under the Chairmanship of Mr. Arvind M. Kapoor. The other members of the Committee are Mr. Aditya Kapoor, Mr. Hemant Vakil and Mr. Atul Shah. A detailed CSR policy has also been framed which is placed on the company's website: http://www.rishiroop.in/investors/corporate-governance/ policies/. The report on CSR as required under Section 135 of the Companies Act, 2013 is given in Annexure ‘B' to this Report.

ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return of the Company for the financial year ended March 31, 2025 will be uploaded on the website of the Company on weblink: http://www.rishiroop.in/investors/corporate-governance/downloads/ after the said Return is filed with the Registrar of Companies, Mumbai within the statutory timelines.

SECRETARIAL STANDARDS

The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, which have been approved by the Central Government have been duly followed by your Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is required, and accordingly, such accounts and records are made and maintained by the Company.

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions during the year under review:

• There has been no change in the nature of business of the Company

• Issue of equity shares with differential rights as to dividend, voting or otherwise

• Issue of employee stock options or sweat equity shares

• There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

• There was no instance of onetime settlement with any Bank or Financial Institution

• Your Company is not identified as a ‘Large Corporate' as per the framework provided in SEBI Circular No. SEBI/HO/DDRS/CIR/P/2018/144 dated 26 November 2018, and your Company has not raised any funds by issuance of debt securities.

POLICIES

The updated policies as per the statutory requirements are uploaded on website of the Company at: https://www.rishiroop.in/investors/corporate-governance/policies/.

TDS ON DIVIDEND

Pursuant to Finance Act 2020, dividend income is taxable in the hands of shareholders with effect from April 1, 2020, and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to the Finance Act, 2020 and the amendments thereof. The shareholders are requested to update their PAN with the Depository Participant (if shares held in electronic form) and Company / Registrars - MUFG Intime India Private Limited (if shares held in physical form).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G / 15H, to avail the benefit of non-deduction of tax at source by e-mail to investor@rishiroop.com. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders [including Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors(FPIs)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose, the shareholder may submit the above documents (PDF / JPG Format) by e-mail to investor@rishiroop.com.

ACKNOWLEDGEMENTS

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.