Rossell India Ltd

Dear Members,

Your Directors are pleased to present their Thirty First Annual Report together with the Audited Accounts for the year ended 31st March, 2025.

The Company acquired Dhoedaam Tea Estate located at District Tinsukia, Assam as a Going Concern on and from 1st January, 2025 thereby enhancing their Crop base to 7.40 million Kgs. i. e. by almost 40% of the existing base.

1. Scheme of Amalgamation: By a Scheme of Amalgamation between BMG Enterprises Limited (Transferor Company) and Rossell India Limited (Transferee Company) approved by the Hon'ble National Company Law Tribunal, Kolkata Bench by an order dated 2nd August, 2024, which became effective and operational on and from 13th August, 2024, (the First Scheme) the Transferor Company stands amalgamated with the Transferee Company with all its Properties, Assets, Liabilities and Obligations from the Appointed Date viz. 1st July, 2022. Thus, as on the Appointed Date, Net Assets of '356.17 lakhs have been taken over by the Transferee Company with corresponding increase in Reserves. Accordingly, in the Financial Summary given above, the figures as per restated Accounts, are given as figures for the year ended 31st March, 2024.

2. Scheme of Arrangement (Demerger): By another Scheme of Arrangement between Rossell India Limited (Demerged Company) and Rossell Techsys Limited (Resulting Company) approved by the Hon'ble National Company Law Tribunal, Kolkata Bench by an order dated 25th April, 2024, which became effective and operational on and from 30th August, 2024,(the Second Scheme) Rossell Techsys Division of the Demerged Company (Demerged Undertaking) got transferred and vested with all its Properties, Assets, Liabilities and Obligations in the Resulting Company from the Appointed Date viz. 1st April, 2023. Thus, Demerged Undertaking is now an integral part of the Resulting Company from 1st April, 2023. Thus, as on the Appointed Date, Net Assets of '11,901.91 lakhs were transferred to the Resulting Company with corresponding reduction in Reserves. Accordingly, in the Financial Summary given above, the figures as per restated Accounts are given as figures for the year ended 31st March, 2024.

The issued, subscribed and paid-up share capital of the Company as on 31st March, 2025 was at Rs.753.93 lakhs divided into 3,76,96,475 Equity Shares of Rs.2 each.

During the year under review, there has been no change in the Share Capital of the Company except the following:

Pursuant to the First Scheme between BMG Enterprises Limited ("the Transferor Company") and Rossell India Limited ("the Transferee Company") as stated above, 2,47,31,795 Equity Shares of the Transferee Company held by Transferor Company were cancelled and in lieu thereof the same number of New Equity Shares were issued and allotted by the Transferee Company, on 21st September, 2024 to all the Equity Shareholders of the Transferor Company in proportion to their holdings in the Transferor Company as on the Record date fixed for this purpose viz. 20th September, 2024.

Consequent to the above cancellation and allotment of Equity Shares, the total paid-up share capital of the Company remains same as previous i.e., 3,76,96,475 Equity Shares of Rs.2 each aggregating to Rs.7,53,92,950.

Further, in accordance with the applicable clause of the Scheme, the Trading approval for 2,47,31,795 New Equity Shares of Rs.2 each were obtained from both the Stock Exchanges viz. BSE and NSE on 14th October, 2024, which became effective from 15th October, 2024.

Post aforesaid approval of Stock Exchanges, the total listed paid-up Share Capital of the Company on BSE and NSE remains the same as earlier i.e., Rs.7,53,92,950 comprising of 3,76,96,475 Equity Shares of Rs.2 each.

Apart from above, the Company has not issued any shares with differential voting rights, employee stock options and sweat Equity Shares.

During the Financial Year 2024-2025, an amount of Rs.1,400.00 lakhs were separately transferred to General Reserve in terms of the first proviso to section 123(1) of the Companies Act, 2013 and a sum of Rs.160.96 lakhs were kept as retained earnings(net of OCI).

Your directors are pleased to recommend to the Members, for their approval, a Dividend of Re.0.40 per Equity Share of Rs.2 each (i.e. 20% on the paid-up capital) (2024 - 15%) in the Company for the year ended 31st March, 2025.

The Dividend recommended is in accordance with the Company's Dividend Distribution Policy as framed by the Board of Directors on 9th February, 2022. This Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https://rossellindia.com/investor-information/.

The gross revenue from operations of your Company from sale of Tea and Black Pepper, have been higher by 22 % at Rs.17,734.95 lakhs as against Rs.14,539.68 lakhs for the previous Financial Year 2023-2024.

Your directors are happy with the overall performance of Rossell Tea Division for the Financial Year 2024-2025, which has been exceptionally good and one of the best in the industry. Though extreme weather conditions were experienced with low rainfall and increased pest activity which led to a significant drop in production at our Nokhroy, Nagrijuli and Kharikatia Tea Estates, we were able to produce 50.64 lakh kgs own crop as compared to 46.60 lakh kgs in the previous year. Bought leaf sourcing was marginally lower at 4.91 lakh kgs as compared to 5.07 lakh kgs in the previous year.

High quality Orthodox and CTC compliant teas were outturned. The Company continues to be one of the best managed Company in the industry in both the categories for its customers in the domestic and global markets.

The CTC prices were quite firm till October and dropped slightly from November due to the higher arrivals in the auctions.

The Orthodox market was firm throughout the year. Thus, Orthodox production was increased to 27.51 lakh kgs from 19.97 lakh kgs in the previous year. All the bought leaf was converted to Orthodox to achieve higher average. CTC production was 28.04 lakh kgs as compared to 31.70 lakh kgs last year.

Our Orthodox sale averages are Rs.312.67 per kg. as against Rs.257.78 in the previous year and in the CTC category Rs.334.89 as against Rs.288.87 per kg.

In both the categories of Tea our averages are significantly higher than the industry averages for the Assam Valley which are Rs.287.63 for Orthodox and Rs.254.48 for CTC.

Our composit sale average of Rs.324.14 per kg. for our teas is the highest ever achieved and 18% more than last year.

Exports during the Financial Year was 11.47 lakh kg. as against 9.22 lakh kg. in the previous year recording an increase of 24%. Exports were significantly higher to the UK, UAE and Saudi Arabia. Indian exports too were higher, at 255 million kgs, by 10% on increased demand from UAE, Iraq and CIS countries. This is despite the volatility prevalent due to the conflicts in the middle east and Ukraine/Russia leading to high inflation and recession worldwide.

Our product-mix allowed us to realize the best possible value for our teas. Improved productivities and efficiency, helped to obviate the staff salary which was increased from 1st April. The costs were also contained due to increased production.

The turnover with other operating income has gone up from Rs.14,969.69 lakhs to Rs.18,156.42 lakhs an increase of 21% owing to higher production and higher prices for both CTC and Orthodox. This is the highest recorded turnover.

The year 2025 has started with mixed growing conditions, inadequate rainfall in the North Bank and Central Assam resulting in poor cropping during the period January to March 2025 in those areas, whereas favorable weather was prevalent in upper Assam leading to good cropping. The production in North India stands at 60 million kgs as compared to 49 million kgs last year.

April production is likely to be at par with the previous year, when the final figures are released by the Tea Board of India. Extreme and varying climatic conditions are impacting crop and production and leading to increased pest activity.

In India the Orthodox market has been quite buoyant since the start and we expect the same to remain firm during the course of the year with good demand from the CIS and Middle east.

The CTC market for the leaf grades has opened lower due to higher crop production, but the dusts are significantly higher with a major buyer buying aggressively, particularly the better quality on offer.

In conclusion, good quality and compliant Orthodox and CTC would continue to sell at remunerative prices. We are extremely bullish with our newly acquired property, which shall take our production up to around 7.40 million up - an increase of nearly 40%.

The quality profile of the Estate is similar to our existing Estates and this shall not only increase our profitability due to scale of operations, but for the 1st time we shall see our turnover go beyond Rs.200 crores.

We at Rossell Tea continue to be in touch with all our customers in UK, Germany and the Middle East. We have also established some new contacts with buyers in USA and Canada. We are very hopeful that with progress of the season, we would be able to procure more export orders from Germany, UAE, UK, and Saudi Arabia and also maybe from uSa and Canada.

In our pursuit of "Nett Zero" Carbon Emission, we are pleased to report that four of our Estates viz. Dikom, Nagrijuli, Romai and Kharikatia have been certified as Carbon Neutral or Carbon Negative / Climate Positive by Nansen Environmental Research Centre.

As reported above as per the Second Scheme of Arrangement between Rossell India Limited ("The Demerged Company) and Rossell Techsys Limited ("The Resulting Company"), the entire Rossell Techsys Division (Demerged Undertaking) demerged from the Company and vested with the Resulting Company on going concern basis on and from the Appointed Date viz. 1st April, 2023 upon the Scheme became effective on 30th August, 2024.

Post segregation of Rossell Techsys Division, the Company has been reduced to Single Business segment viz. cultivation, manufacture and sale of Tea known as Rossell Tea and continue to concentrate on such business with growth plans in short to medium terms.

The Board of Directors at its meeting held on 27th May, 2023, on the recommendation of the Nomination and Remuneration Committee, has re-appointed Mr. H M Gupta (DIN: 00065973) as the Managing Director designated as Executive Chairman for a further period of 3(three) consecutive years with effect from 1st April, 2024, to hold office till 31st March, 2027. This re-appointment was approved by the Members of the Company at 29th Annual General Meeting of the Company held on 3rd August, 2023.

In keeping with the requirement of Regulation 17(1) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, at its meeting held on 5th February, 2024 has elevated Ms. Samara Gupta (DIN: 09801530) to the Board by appointing her as Whole time Director of the Company upon recommendation of the Nomination and Remuneration Committee as well as Audit Committee, for a period of three consecutive years commencing from 9th February, 2024. The Members approved the said appointment by passing special resolution on 7th April, 2024 through Postal Ballot by way of remote e-Voting System only.

Mr. H M Gupta, being the rotational director of the Company under Section 152 (6) of the Companies Act, 2013 (the Act) retires by rotation and being eligible offers himself for re-appointment.

The detailed composition of the Board of Directors has been provided in the Report on Corporate Governance.

The following persons continued as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Act:

a) Mr. H. M. Gupta - Managing Director - Chief Executive Officer (CEO)

b) Mr. N. K. Khurana - Director (Finance) - Chief Financial Officer-cum-Company Secretary (CFO cum CS)

c) Ms. Samara Gupta - Whole Time Director

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March, 2025 are mentioned in Clause 5.3 of the Report on Corporate Governance as well as in the Annual Return of the Company, in the prescribed format, which is available on the website of the Company at https://www.rossellindia.com/investor-information/.

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of the Act, the Nomination and Remuneration Committee, while appointing a Director, take into account the following criteria for determining qualifications, positive attributes and independence:

Qualifications: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behavior, good communication, leadership skills and give impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing (Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations)

The Board met six times during the year further details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and SEBI Listing Regulations. The details of all Committees of the Board and their Meetings have been given in the Report on Corporate Governance.

The Declarations required under Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations from all the Independent Directors of the Company confirming that they meet the criteria of independence, were duly received by the Company.

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under Regulations 17 to 27 of the SEBI Listing Regulations read with schedule II thereof. A separate report on Corporate Governance in terms of Regulation 34(3) read with clause C of Schedule V of the SEBI Listing Regulations along with certificate from the Practicing Company Secretary confirming the compliance, is given as Annexure-1 and forms part of this Report.

The Company has a Policy on Corporate Social Responsibility (CSR) duly approved by the Board and the same has been hosted on Company's website at https://rossellindia.com/investor-information/.The CSR budget for the Financial Year 2024-2025 was prepared in accordance with the provisions of Section 135 (5) of the Act read with the Company's CSR Policy. The amount so budgeted was fully spent on or before 31st March, 2025. The Chief Financial Officer of the Company has certified to the Board in this regard in terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended). A detailed report on CSR Activities/ Initiatives is enclosed as Annexure-2 which forms part of this Report.

In terms of the relevant provisions of the Act and SEBI Listing Regulations, the Board had carried out an annual evaluation of its own performance and that of its committees as well as individual Directors.

During the year, the performance evaluation was done at two levels - by the Independent Directors at their separate Meeting as well as by the Board. First, the Independent Directors at their separate Meetings held on 26th March, 2025 reviewed the performance of the Executive Chairman, other Whole time Non-Independent Directors and the Board of Directors as a whole with reference to the questionnaire prepared in terms of the Criteria specified by SEBI vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Subsequently, the Board at its Meeting held thereafter on the same day reviewed the performance of the Board as a whole, its committees and individual Independent Directors of the Board as specified by SEBI in its aforesaid circular dated 5th January, 2017.

In compliance with Section 134(3) of the Act, the Annual Return of the Company, in the prescribed format, shall be made available on the website of the Company at https://www.rossellindia.com/investor-information/.

Pursuant to Section 177(9) read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's code of conducts or ethics policy. Audit Committee of the Board monitors and oversee the vigil mechanism.

The detailed policy related to this vigil mechanism is available in the Company's website at https://www.rossellindia.com/investor-information/.

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act and confirm that:

(a) in the preparation of the annual accounts for Financial Year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the Directors had 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 for the Financial Year ended 31st March, 2025 and of the profit of the Company for that period;

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

(d) the Directors had prepared the annual accounts for the Financial Year ended 31st March, 2025 on a 'going concern basis';

(e) 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; and

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

The Statutory Auditor of your Company M/s. Khandelwal Ray & Co., Chartered Accountants, Kolkata (Firm Regn No. 302035E), were reappointed for a second term of 5 consecutive years at 28th Annual General Meeting of the Company held on 9th August, 2022 pursuant to Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

The report given by the Auditors on the Financial Statement of the Company for the year under review, forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer given by the Auditors in their report.

The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

Pursuant to Section 148 of the Act read with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, your Company is required to have the audit of its cost accounting records relating to products manufactured by the Company. Accordingly, M/s. Shome & Banerjee, Cost Accountants, conducted this audit for the Previous Financial Year ended 31st March, 2024 (Firm Registration No. 000001) and submitted their report to the Central Government on 6th September, 2024.

In terms of Section 148(3) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company has, on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants as the Cost Auditor of the Company for the Financial Year 2025-2026.

Their remuneration is required to be ratified by the Members in the ensuing Annual General Meeting.

In terms of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. A.K. Labh & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the Financial Year 2024-2025. The report of the Secretarial Auditors in Form Mr-3 is enclosed as Annexure-3 to this report.

The report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company has also in place the proper Board Processes and Compliance Mechanism. The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

In view of the recent amendments in Regulation 24A of the SEBI Listing Regulations through SEBI Circular dated 12th December, 2024, the Audit Committee and the Board at its meeting held on 28th May, 2025 has considered and recommended the appointment of M/s. LABH & LABH Associates, Company Secretaries, for a period of first term of five consecutive years commencing from the Financial Year 2025-2026, subject to the approval of the Members at the ensuing 31st Annual General Meeting of the Company.

All the related party transactions are entered on arm's length basis and are in the ordinary course of business, in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There are no significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions, which are foreseen and repetitive in nature. Policy on Related party transactions, as approved by the Board is uploaded on the Company's website at https://www.rossellindia.com/investor-information/.

Necessary disclosure of Related Party Transactions in terms of clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure-4 to this report.

During the year under review, your Company has not granted any inter-corporate loan, neither provided any Guarantee in connection with any loan to any party nor made any investment in terms of the provisions of Section 186 of the Act, except the investments made by the Company in the Units of Mutual Funds during the Financial Year 2024-2025 as considered in Note 15 as Current Investments.

As reported above, as per the Second Scheme, Rossell Techsys Division (Demerged Undertaking) was demerged from the Company and vested with the Resulting Company on going concern basis on and from the Appointed Date viz. 1st April, 2023 upon the Scheme became effective from 30th August, 2024. Accordingly, as provided in the Scheme, the total paid up Equity Share Capital of Rossell Techsys Limited, the Resulting Company held by the Company as on the effective date was cancelled without any further act or deed immediately after the allotment of Equity Shares by the Resulting Company to the Shareholders of Demerged Company on 25th September, 2024 in accordance with their holdings as on the Record date fixed for the purpose viz. 20th September, 2024.

Post cancellation of the said existing Equity Share Capital, the Resulting Company ceased to remain the Wholly Owned Subsidiary of the Company w.e.f. 25th September, 2024.

Further, in effect to the demerger of Rossell Techsys Division from the Company, Rossell Techsys Inc. USA which was incorporated for expansion of operation of Rossell Techsys Division of the Company, was separated from the Company and transferred to Resulting Company. Hence, Rossell Techsys Inc. USA also ceased to remain the Wholly Owned Subsidiary of the Company w.e.f. 25th September, 2024.

Keeping the above in view, your Company do not have any Subsidiary, Associate or Joint Venture Company within the meaning of Sections 2(87) and 2(6) of the Act as on 31st March, 2025. Accordingly, the information required in Form AOC-1 as per the First Proviso to SubSection 3 of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 is not applicable.

Your Company's business faces various risks including strategic as well as operational. The Company has an adequate risk management system, which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risks relating to market conditions, environmental, information technology etc. The Company has developed and implemented the Risk Management Policy with an objective to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that growth and earnings targets as well as strategic objectives are met.

The major risks and concerns being faced by various business segments of the Company are discussed in report on Management Discussion and Analysis, forming part of this Report as Annexure-7.

Your Company has constituted Risk Management Committee of the Board in the manner stated under Regulation 21 of SEBI Listing Regulations, as amended vide SEBI notification dated 5th May, 2021. The Risk Management Committee reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company and enables the Board to discharge its responsibility of framing, implementing and monitoring risk management plan of the Company.

In the opinion of the Board, there is no such element of risk which may threaten the present existence of the Company.

The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. Further details on the same have been given in the Report on Corporate Governance.

The required disclosure under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- 5 to this report.

Your company treats its "human resources" as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained and updated on various issues from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your company continuously invests in attraction, retention and development of talent on an ongoing basis.

No efforts have been spared to provide the highest level of safety, security and hygiene to all staff members and to comply with various legislation from the Government of India / State Governments.

Industrial relations at units remain satisfactory, Your Company employed 5,379 personnel on its permanent roll as on 31st December 2024. Post acquisition of Dhoedaam in January 2025 another 2,067 Employees were added taking the total to 7,446.

Details of employee remuneration as required to be provided in terms of the provisions of Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure -6, forming a part of this report.

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committees (POSH Committee) have been set up by the Company to redress complaints received regarding sexual harassment. However, during the year under review, the Company has not received any complaint of alleged sexual harassment.

The POSH committee does meet to deliberate proactively on measures and steps to avoid the occurrence of any instance of harassment. The constitution of the POSH committee is as per prescribed norms.

The Company received the following awards / recognitions during the year under review:

1. Dikom Tea Estate won the 1st Prize at "The Gold Medal Competition," presented by the Annual North American Tea Conference;

2. Dikom Tea Estate received recognition for its sustainability initiatives in the tea industry under the "Good Health and Well-Being' category at the Annual North American Tea Conference.

3. Romai and Dikom Tea Estates have been recognized by Taylors of Harrogate, UK for outstanding quality, excellence and distinguished contributions made to their Yorkshire Gold and Taylors blends respectively.

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit of the Company are carried out by firms of Chartered Accountants. The Audit Committee of the Board looks into Auditor's review, which is deliberated upon and corrective action taken, where ever required.

In compliance with the provisions of Section 124 (5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 a sum of Rs.1,04,273 being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2016-2017 were transferred to IEPF on 24th September, 2024. The details of the said unclaimed dividend transferred is available at the website of the Company at https://www.rossellindia.com/investor-information/.

Similarly, During the period under review 9,080 Equity Shares pertaining to Financial Year 2016-2017 have been transferred to Demat account of IEPF Authorities vide Corporate Action dated 15th October, 2024 in compliance with the provisions of Section 124 of the Act and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and also making an advertisement in the newspapers in this regard. Details of these shares transferred to IEPF are available on the website of the Company at https://www.rossellindia.cQm/investor-information/.

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013, or in terms of corresponding provisions of the Companies Act, 1956.

A report on the Management Discussion and Analysis concerning the business of the Company is given as Annexure-7 to this report. Business Responsibility and Sustainability Report

In compliance with Regulation 34(2)(f) read with Regulation 3 of SEBI Listing Regulations, as amended vide SEBI notification SEBI/LAD- NRO/GN/2021/22 dated 5th May, 2021, Business Responsibility and Sustainability Report(BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed as Annexure - 8 to this report in the format as specified by the Board from time to time.

During the year, the total foreign exchange used was Rs.53.62 lakhs on account of various expenses.

The total foreign exchange earned by way of Exports was Rs.4,706.29 lakhs.

Your Directors confirm that there are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company and the date of this report.

Your Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2024-2025.

Your Company has not made any one-time settlement against loans taken from the Banks or Financial Institutions during the Financial Year 2024-2025.

Your Directors place on record their appreciation for employees at all levels, who continue to contribute towards the growth and performance of your Company.

Your Directors also thank the business associates, financing banks, shareholders and other stakeholders of the Company for their continued support.