Your Directors have pleasure in presenting the 22^nd (Twenty-Second) Annual Report (the “Annual Report”) on the
business and operations of the Company comprising the 'Management Discussion and Analysis Report’, 'Board’s
Report read with its Annexures, 'Corporate Governance Report’ read with its Annexures, 'Business Responsibility and
Sustainability Report’ and 'Audited Standalone and Consolidated Financial Statements’ for the financial year ended
March 31, 2025.

1. FINANCIAL HIGHLIGHTS

Table 1

(Figures have been rounded off)

Note: The figures of the previous period have been re-grouped/rearranged and/or re-casted wherever considered
necessary.

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

2.1 Business information

Your Company is one of the leading companies engaged in the custom synthesis (CSM) and manufacturing of specialty
chemicals in India. The Company has two verticals: Life science-related Specialty Chemicals comprising products related
to Agrochemicals, Personal Care and Pharmaceuticals, Other Specialty Chemicals comprising Specialty Pigment and
Dyes and Polymer Additives. The Company caters to a diverse base of Indian and global customers. It is manufacturing
products for over 75 domestic and international customers, including 31 multinational companies. The Company has
made a significant progress in pharmaceuticals sector during the year under review and commercialised more than 10
new molecules. Moreover, more than 30 pharma molecules are in R&D and pilot stages. The Company has also made a
significant progress in polymer and electronic chemicals sector with 2 high-value polymer chemicals commercialised and
more than 35 molecules are in R&D and pilot stages.

The Company operates via its six manufacturing facilities in Gujarat, India, with four facilities located at Sachin, Surat,
and two located at Jhagadia, Bharuch, with an aggregate installed capacity of about 30,000 MT, as of March 31, 2025. The
Company offers multistep synthesis and undertakes complex chemical reactions technologies, for a diverse base of Indian

and global customers. In view of the underlying long-term
contracts and LOIs with domestic and global customers,
spanning a period of up to 10 years, your Company’s growth
prospects are strong. Your Company has a DSIR recognised
R&D Centre with a strong team of R&D professionals. The
Company is focussed on developing in-house innovative
processes for manufacturing products requiring complex
chemistries and achieving cost optimization. There is no
change in the nature of business during the year under
review.

2.2 Financial information

During the financial year under review

- On a standalone basis, the Company has achieved
operating revenue of ?8,958.99 million as

compared to ?11,287.00 million in the previous
year. The Company has earned a net profit (PAT)
of ?726.74 million as compared to ?1,172.93 million

in the previous year. The decline in the revenue is
on account of stalling global demand, supply chain
disruptions due to geo-political reasons, rising
input costs and increased competition particularly
from China in the chemical sector. However, the
management has witnessed recovery in Q4 of the
said financial year and is hopeful of sustainable
growth in the coming years.

- On a consolidated basis, the Company has achieved
operating revenue of ?14,369.74 million as
compared to ?14,750.69 million in the previous
year. The Company has earned a net profit (PAT) of
?1,599.72 million as compared to ?1,674.34 million
in the previous year.

(Figures have been rounded off)

Table 2: Revenue Distribution by Geographical
Segments*

*(all percentages in above charts have been rounded off to zero decimal
and on standalone basis)

3. TRANSFER TO RESERVES

The Company has not transferred any amount to 'General
Reserve’ during the financial year 2024-25.

4. CREDIT RATING(S)

The credit rating(s) for the long term/short term
borrowings of the Company as on the end of financial year
is as under:

Further, there is no change in above credit ratings as on
the date of this report.

5. DIVIDEND

For the financial year 2024-25, no dividend has been
recommended by the Board for the approval of Members
at the ensuing 22^nd Annual General Meeting.

Further, the Company had declared and paid a final
dividend of ? 82.38 millions (? 0.75/- per equity share on
total 10,98,34,688 Equity shares) for the financial year
2023-24, representing a dividend of 7.5% per Equity Share
of face value of 10/- each, fully paid- up of the Company.
This was recommended by Board at its Meeting held on
May 18, 2024 and subsequently declared by Members in
21^st Annual General Meeting held on September 30, 2024.

Furthermore, after the closure of the financial year 2024¬
25, the Board in its Meeting held on July 15, 2025 declared
an interim dividend of ? 0.75/- per equity share i.e., 7.5% of
the face value of ? 10/- each, out of the retained earnings
available for the financial year 2024-25. The dividend
payout ratio for the same is 11.33%.

Under the Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), as amended, the Company has formulated
a Dividend Distribution Policy which aims to maintain a
balance between profit retention and a fair, sustainable
and consistent distribution of profits among its Members.
The policy sets out the parameters and circumstances
that will be taken into account by the Board in determining
the distribution of dividend to its Members. The policy
is available on the website of the Company and can be
accessed at anupamrasayan.com/investors/policies-
practices/dividend-distribution-policy.

The details of unpaid and unclaimed amounts pertaining
to previous financial years have been uploaded on
Company’s website www.anupamrasayan.com. Pursuant
to the provisions of Section 124 of the Companies Act, 2013
(the “Act”), those dividend amounts that have remained
unpaid or unclaimed for a period of seven consecutive
years are required to be transferred to the Investor

Education and Protection Fund (“IEPF”) established
pursuant to the Section 125 of the Act. As on March 31,
2025, no such unpaid or unclaimed dividend amount is
required to be transferred to IEPF. The contact details of
the Nodal Officer, Mr. Amit Khurana, Chief Financial Officer
of the Company, as required under the provisions of IEPF
Rules, are available on the Company’s website www.
anupamrasayan.com.

The details of unpaid and unclaimed amounts pertaining
to previous financial years have been uploaded on
Company’s website www.anupamrasayan.com. Pursuant
to the provisions of Section 124 of the Companies Act, 2013
(the “Act”), those dividend amounts that have remained
unpaid or unclaimed for a period of seven consecutive
years are required to be transferred to the Investor
Education and Protection Fund (“IEPF”) established
pursuant to the Section 125 of the Act. As on March 31,
2025, no such unpaid or unclaimed dividend amount is
required to be transferred to IEPF. The contact details
of the Nodal Officer, Mr. Amit Khurana, Chief Financial
Officer of the Company, as required under the provisions
of IEPF Rules, are available on the Company’s website at
www.anupamrasayan.com.

6. DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)

6.1 Board & KMP

• Board Composition:

- Dr. Kiran Chhotubhai Patel, Chairperson and Non¬
Executive Director

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

- Mr. Anand Sureshbhai Desai, Managing Director

- Dr. Anuj Hemantbhai Thakar, Whole-time Director

- Mr. Hetul Krishnakant Mehta, Independent Director
(till November 08, 2024)

- Mr. Vijay Kumar Batra, Independent Director
(till November 08, 2024)

- Mr. Vinesh Prabhakar Sadekar, Independent Director
(till November 08, 2024) and

- Dr. Namrata Dharmendra Jariwala, Independent
Director (till December 03, 2024)

- Mr. Ketan Paragji Desai, Independent Director
(w.e.f. November 09, 2024);

- Gen. Bikram Singh (Retd.), Independent Director
(w.e.f. November 09, 2024)¹;

- Dr. Madhuri Ajit Sawant, Independent Director
(w.e.f. November 09, 2024);

- Mr. Anand Rajeshwarrao Chatorikar, Independent
Director (w.e.f. December 03, 2024)

• Whole-time Key Managerial Personnel

- Mr. Gopal Puranmal Agrawal, Chief Executive Officer

- Mr. Amit Ajitbhai Khurana, Chief Financial Officer

- Mr. Vishal Laxmikant Thakkar, Deputy Chief Financial
Officer

- Mr. Ashish Omprakash Gupta, Company Secretary
and Compliance Officer

- Dr. Nileshkumar Madhusudan Naik, Technical Head -
Operations

- Mr. Ravi Ashwinbhai Desai, Sales Head

- Mr. Vikash Chander, Senior Business Manager

6.2 Directors retire by rotation

In accordance with the provisions of Section 152 of the
Act, and the Articles of Association of the Company,
Dr. Kiran Chhotubhai Patel (DIN:08051053), Chairperson
and Non-Executive Director of the Company, is liable to
retire by rotation at the 22^nd Annual General Meeting and,
being eligible, offers himself for re-appointment. The
Board recommends his re-appointment at the 22^nd Annual
General Meeting of the Company.

Brief resume and other details of Dr. Kiran Chhotubhai
Patel, Chairperson and Non-Executive Director, as
stipulated under Regulation 36(3) of SEBI Listing
Regulations and Secretarial Standard - 2 issued by the
Institute of Company Secretaries of India, are given in the
Notice of 22^nd Annual General Meeting forming part of the
Annual Report.

6.3 Changes in Directors and Key Managerial
Personnel (KMP)

The second and final term of Mr. Hetul Krishnakant Mehta,
Mr. Vijay Kumar Batra and Mr. Vinesh Prabhakar Sadekar
as Independent Directors of the Company, concluded
on November 08, 2024, while the term of Dr. Namrata
Dharmendra Jariwala as Independent Director of the
Company, was concluded on December 03, 2024. In light
of these changes, they ceased to be Non-Executive
Independent Directors of the Company.

The Board at its Meeting held on November 08, 2024, had
approved the appointment of Mr. Ketan Paragji Desai,
Gen. Bikram Singh (Retd.) and Dr. Madhuri Ajit Sawant as
additional directors categorized as Independent Directors
of the Company, who shall hold the office for the term of
3 (three) consecutive years commencing from November
09, 2024 and concluding on November 08, 2027.

Subsequently, the Board at its Meeting held on
December 03, 2024, had approved the appointment
of Mr. Anand Rajeshwarrao Chatorikar as an additional
director categorized as an Independent Director of the
Company, who shall hold the office for the term of 3 (three)
consecutive years commencing from December 03, 2024
and concluding on December 02, 2027.

Accordingly, the appointment of Mr. Ketan Paragji Desai,
Gen. Bikram Singh (Retd.), Dr. Madhuri Ajit Sawant and
Mr. Anand Rajeshwarrao Chatorikar as Non-Executive
Independent Directors were duly approved by the

Members of the Company by passing special resolution
on January 23, 2025, through remote electronic voting by
way of Postal Ballot, the results of which were declared on
January 25, 2025.

Except as mentioned above, there were no other changes
in the Directors or Key Managerial Personnel (KMP) during
the financial year 2024-25.

Further, the term of 5 years of Mr. Anand Sureshbhai
Desai, Managing Director and Mrs. Mona Anandbhai Desai,
Whole-time Director of the Company, would conclude
on March 31, 2026. Accordingly, on the recommendation
of the Nomination and Remuneration Committee, your
Board has recommended the re-appointment of Mr. Anand
Sureshbhai Desai, as a Managing Director and Mrs. Mona
Anandbhai Desai as a Whole-time Director of the Company,
for a period of 5 (five) years commencing from April 01,
2026 to March 31, 2031, at the ensuing 22^nd Annual General
Meeting. The necessary resolutions for re-appointment
of Mr. Anand Sureshbhai Desai and Mrs. Mona Anandbhai
Desai forms part of the Notice convening the 22^nd Annual
General Meeting.

6.4 Declaration by the Independent Directors

The Board is of the opinion that (i) Mr. Ketan Paragji
Desai, (ii) Gen. Bikram Singh (Retd.), (iii) Dr. Madhuri Ajit
Sawant and (iv) Mr. Anand Rajeshwarrao Chatorikar, the
Independent Directors of the Company (the “Independent
Director(s)”) are independent in terms of Section
149(6) of the Act and Regulation 16 of the SEBI Listing

Regulations and are the persons of integrity and also
possess the relevant expertise and experience of their
relevant fields to discharge their duties as an Independent
Director. Further, they have provided their declaration of
independence under Section 149(7) and Schedule IV of the
Act and Regulation 25(8) of the SEBI Listing Regulations.
All the Independent Directors have confirmed that they
have complied with the provisions of sub-rule (1) and sub¬
rule (2) of Rule 6 of The Companies (Appointment and
Qualification of Directors) Rules, 2014, in relation to the
inclusion of their name in the data bank of Independent
Directors and will attempt the online proficiency self¬
assessment test conducted by the Indian Institute of
Corporate Affairs except the Independent Director who is
exempted from passing the said test.

7. ANNUAL RETURN

In compliance of Section 92 and Section 134 of the
Act read with Rule 11 of the Companies (Management
and Administration) Rules, 2014, the Annual Return
of the Company for the FY 2024-25 is available on
the Company’s website and can be accessed at
www.anupamrasayan.com/Provisional Annual
Return FY 2024 25

8. MEETINGS

The number and dates of Meetings of the Board and its
Committees are set out hereunder and the attendance
of Board and Committee Meetings are also set out in the
Corporate Governance Report forming part of this Annual
Report.

8.1 Board Meetings

The Board conducted 12 (Twelve) Board Meetings during the FY 2024-25. The intervening gap between Board Meetings
was within the period as prescribed under the provisions of Section 173 of the Act and as per provisions of the SEBI Listing
Regulations.

Table 4: Board Meetina Details

8.2 Committee Meetings

The composition of the Audit Committee and other Statutory Committees constituted by the Board under the provisions
of the Act and SEBI Listing Regulations are set out in the Corporate Governance Report, which forms the part of this
Annual Report. The Committee Meetings held during the FY 2024-25 are as set out in the below table:

Table 5: Committee Meetings Details

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors of the Company confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures, if any;

ii) The Directors had selected such accounting policies and applied them consistently, and made judgments and
estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31, 2025, and of the profit of the Company for the said period;

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

iv) The Directors have prepared the annual accounts on a 'going concern basis’;

v) The Directors have laid down internal financial controls to be followed by the Company, and such internal financial
controls are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws, and
such systems are adequate and operating effectively.

10. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of corporate governance and adheres to
the corporate governance requirements as set out by
the Securities and Exchange Board of India (SEBI). The
Company has also implemented several best governance
practices.

A detailed Corporate Governance Report as stipulated
under Regulation 34(3) read with Part C of Schedule V of
the SEBI Listing Regulations is forming part of this Annual
Report. The requisite certificate from the Secretarial
Auditor of the Company confirming compliance with the
conditions of corporate governance is also annexed with
the Corporate Governance Report.

11. MANAGEMENT DISCUSSION AND

ANALYSIS REPORT

As stipulated under Regulation 34(2)(e) read with Part B of
Schedule V of the SEBI Listing Regulations, a Management
Discussion and Analysis Report giving comprehensive
coverage of the issues relating to the industry trends,
Company performance, business and operations etc., is
forming part of this Annual Report.

12. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Regulation 34(2)(f) of the SEBI Listing Regulations, inter
alia, provides that the Annual Report of the top 1000 listed
entities based on the market capitalization, shall include
a Business Responsibility and Sustainability Report
describing the initiatives taken by the Company from the
environmental, social and governance perspective.

Anupam Rasayan India Limited being one of the top 1000
listed entities as on March 31, 2025, is presenting its
Business Responsibility and Sustainability Report for the
financial year 2024-25, which is forming part of the Annual
Report and is also placed on the website of the Company
at www.anupamrasayan.com/ Business Responsibility and
Sustainability Report FY 2024-25.

13. AUDITORS

13.1 Statutory Auditor

M/s Rajendra & Co., Chartered Accountants (FRN:
108355W) were appointed as a Statutory Auditor of the
Company at the 17^th Annual General Meeting held on
September 30, 2020 for 5 (Five) consecutive years, to hold
the office as a Statutory Auditor from the conclusion of
17 ^th Annual General Meeting till the conclusion of the 22^nd
Annual General Meeting of the Company. Accordingly,
M/s. Rajendra & Co., would be completing their term as a
Statutory Auditor of the Company on conclusion of the
ensuing 22^nd Annual General Meeting of the Company.

Further, the Company, under the provisions of Section
140(4) read with Section 115 of the Act, has received a
Special Notice dated August 13, 2025 from Mr. Anand
Sureshbhai Desai (DPID-Client ID: IN300214-36055394),
a promoter shareholder of the Company holding more
than one percent (1%) of the total voting power of the
Company, proposing the appointment of new Statutory
Auditor to hold office for a term of 5 (Five) consecutive

years, from the conclusion of the 22^nd Annual General
Meeting till the conclusion of the 27^th Annual General
Meeting of the Company to be held in the calendar year
2030, at a remuneration as may be decided by the Board of
Directors of the Company, in place of the retiring Statutory
Auditor viz. M/s. Rajendra & Co., Chartered Accountants,
Mumbai (Firm Registration No.: 108355W). In accordance
with the provisions of Section 140(4) of the Act, the
Company forwarded the said Special Notice, along with
the proposed resolution, to the retiring Statutory Auditor
and vide their response dated August 16, 2025, they have
confirmed that they have no objection to the proposed
appointment of the new Statutory Auditor.

Accordingly, the Board has approved the appointment of
M/s. Natvarlal Vepari & Co., Chartered Accountants, Surat
(Firm Registration No.: 123626W), as Statutory Auditor
of the Company, for the term of 5 years starting from
the conclusion of 22^nd Annual General Meeting till the
conclusion of 27^th Annual General Meeting of the Company,
subject to approval of the Members at the ensuing 22^nd
Annual General Meeting of the Company. The necessary
resolution for the appointment of M/s. Natvarlal Vepari &
Co., as Statutory Auditor of the Company forms part of the
Notice convening the 22^nd Annual General Meeting.

M/s. Natvarlal Vepari & Co., Chartered Accountants, Surat,
have given their consent to the aforesaid appointment
and confirmed that their appointment, if made, will be in
accordance with the provisions of Section 139 and 141 of
the Act read with the Companies (Audit and Auditors)
Rules, 2014 and the Chartered Accountants Act, 1949.

Statutory Auditor’s Report:

The standalone and consolidated financial statements of
the Company for the financial year ended March 31, 2025,
have been prepared in accordance with applicable Indian
Accounting Standards (Ind AS) notified under Section
133 of the Act. The Statutory Auditor’s report does not
contain any qualifications, reservations, adverse remarks
or disclaimers. Therefore, no explanation is required in this
regard.

13.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulations 24A of the SEBI Listing Regulations,
the Company had appointed M/s M.D. Baid &
Associates, Practicing Company Secretaries, Surat
(Peer Review No.: 942/2020 & Unique Identification
No.: P2004GJ015700) to undertake the secretarial
audit for the financial year 2024-25 of the Company.
The Secretarial Audit Report for the financial year
2024-25 is annexed to this Board’s Report and is marked
as Annexure-BR-I. The Secretarial Audit Report does
not contain any qualification, reservation, adverse
remark or disclaimer.

Further, the Board has recommended the appointment
of M/s. M.D. Baid & Associates, Practicing Company
Secretaries, Surat (Peer Review No.: 942/2020 & Unique
Identification No.: P2004GJ015700) as the Secretarial
Auditor of the Company for a term of five years,
commencing from the financial year 2025-26, subject

to the approval of the Members at the forthcoming
22^nd Annual General Meeting.

The necessary resolution for the appointment of M/s. M.D.
Baid & Associates, as Secretarial Auditor of the Company
forms part of the Notice convening the 22^nd Annual General
Meeting.

M/s. M.D. Baid & Associates, Practicing Company
Secretaries, Surat, have given consent to act as a
Secretarial Auditor of the Company and have confirmed
that the said appointment, if made, will be in accordance
with the provisions of the Act, SEBI Listing Regulations and
guidelines issued by the Institute of Company Secretaries
of India.

13.3 Cost Auditor

Pursuant to the provisions of Section 148 of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014, the
Company has maintained the cost accounts and records
for the FY 2024-25. The Board, on the recommendation
of the Audit Committee, had appointed M/s Bhanwarlal
Gurjar & Co., Cost Accountants, Surat (FRN: 101540) as
Cost Auditor (the “Cost Auditor”) to conduct the audit
of the cost records maintained by the Company for
the financial year 2024-25 pertaining to the products
manufactured by it.

Further, the Board, on the recommendation of the Audit
Committee, has re-appointed M/s Bhanwarlal Gurjar &
Co., Cost Accountants (FRN: 101540) as Cost Auditor for

the financial year 2025-26 and fixed their remuneration,
subject to ratification by the Members at the ensuing
22^nd Annual General Meeting. M/s Bhanwarlal Gurjar & Co.,
Cost Accountants, have confirmed that their appointment
is within limits defined under Section 141(3)(g) read with
Section 148 of the Act and have also certified that they are
free from any disqualifications specified under Section
141 read with Section 148 of the Act. The Board has also
received a certificate from the Cost Auditor certifying
their independence and arm’s length relationship with
the Company. A necessary resolution seeking Members’
approval for ratification of remuneration payable to the
Cost Auditor for the financial year 2025-26 is included in
the Notice convening the 22^nd Annual General Meeting.

13.4 Internal Auditor

M/s K.B. Daliya & Associates, Chartered Accountants,
Surat (FRN: 126368W) was appointed as Internal Auditor
of the Company for the FY 2024-25 to conduct the internal
audit of the functions and activities of the Company. On
the recommendation of the Audit Committee, the Board
has re-appointed M/s K.B. Daliya & Associates, Chartered
Accountants, as Internal Auditor of the Company to
conduct the internal audit for the financial year 2025-26.

14. MAINTENANCE OF COST RECORDS

The Directors, to the best of their knowledge and belief,
state that the Company has maintained adequate cost
records as required to be maintained by the Company
under the provisions of Section 148 of the Act.

15.2 Associate of the WOS

Tangent Science Private Limited (CIN:

U24290GJ2020PTC114057) is an Associate Company of
Jainam Intermediates Private Limited, a wholly owned
subsidiary of the Company.

Further, the Consolidated Financial Statements of the
Company as on March 31, 2025 have been prepared in
compliance with the applicable provisions of the Act,
including Indian Accounting Standards as specified
under Section 133 of the Act and the same form part of
this Annual Report. The statement pursuant to Section
129(3) of the Act in respect of the aforementioned WOS,
subsidiary and associate of the WOS in AOC-1 is annexed
as Annexure-BR-VI to this Board’s Report.

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

16.1 Investments Made

The Company has made the investments in the body
corporate as per the Note No. 04 of the Audited
Standalone Financial Statements for the FY 2024-25.

16.2 Loans and Guarantees

The Company has given loans and advances as per
Note No. 06 of the Audited Standalone Financial
Statements for the FY 2024-25.

17. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into
with related parties were on arm’s length basis during the
FY 2024-25. During the year under review, the Company
had not entered into any contracts or arrangements
or transactions with related parties which could be
considered material in accordance with the policy of the
Company on materiality of related party transactions or
which is required to be reported in Form AOC-2 in terms
of Section 134(3)(h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer to Note No. 32 of the Audited
Standalone Financial Statements which set out related
party disclosures pursuant to Ind AS.

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

The information relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo pursuant to Section 134(3)(m) of the Act read with
Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed
as Annexure-BR-II to this Board’s Report.

19. DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS

CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

Your Company has always emphasized progress with
responsibility towards the society and environment. We
believe strongly in our core values of empowerment and
betterment of the communities, societies and the country
as a whole. With such guiding principles, the Company
has laid the foundation of a comprehensive approach
toward promoting and facilitating various aspects of our
surrounding communities.

To demonstrate the responsibilities toward social
upliftment in a structured way and in line with the
applicability of Section 135 of the Act, your Company
has framed a policy on corporate social responsibility
(“CSR”) to undertake programs/projects and take various
initiatives under CSR, which is also available on the
Company’s website at https://www.anupamrasayan.com/
investors/policies-practices/csr-policy.

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

20. RISK ASSESSMENT AND MANAGEMENT
POLICY

Risk management forms an integral part of the
management’s focus in respect of the business. An
effective risk management framework has been put in
place in the Company to analyze, control or mitigate the
risks. The framework provides an integrated approach for
managing the risks in various aspects of the business,
which includes risk identification, classification,
assessment, mitigation and reporting mechanisms.

In terms of Regulation 21 of the SEBI Listing Regulations,
the Board had constituted the Risk Management
Committee defining the Terms of Reference for the
Committee. The composition of the Risk Management
Committee, as on March 31, 2025, is as follows-

(i) Mr. Anand Desai, Managing Director- Chairperson of
the Committee,

(ii) Mrs. Mona Desai, Vice-Chairperson and Whole-time
Director - Member of the Committee, and

(iii) Gen. Bikram Singh (Retd.), Independent Director-
Member of the Committee*

*After the closure of financial year 2024-25, Gen. Bikram
Singh (Retd.) (DIN: 07259060) has resigned from the office
of Non-Executive Independent Director of the Company
with effect from close of business hours of Friday, June 27,
2025, due to personal reasons. Accordingly, he ceased to
be a Member of the Risk Management Committee.

The Risk Assessment and Management Policy of the
Company has been placed on its website at https://www.
anupamrasayan.com/investors/policies-practices/risk-
assessment-and-management-policy.

21. INTERNAL FINANCIAL CONTROLS

The Company has developed and maintained adequate
measures for internal financial control for the year ended
March 31, 2025. The Company has a well-established
Enterprise Resource Planning (ERP) system in place
for recording day-to-day transactions in the functions
such as accounting, finance, procurement and sales. In
addition to the internal checks and controls by the internal
accounting and financial teams of the Company, M/s K.B.
Daliya & Associates, Chartered Accountants, has been
appointed as Internal Auditor by the Board. The Internal
Auditor conducts the internal audit of the functions and
activities of the Company, including accounting records,

books of accounts, financial data, taxation data, stock
audit, regulatory filings and other compliances under
different laws, and presents quarterly audit reports before
the Audit Committee of the Board.

22. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Board of the Company confirms that to the best of
its knowledge and belief, the Company has complied with
the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India, as
amended from time to time, during the financial year under
review.

23. SHARE CAPITAL

23.1 The Share Capital of the Company as on March 31, 2025

Table 6: Share Capital

23.2 Buy-back of Securities

The Company has not bought back any of its securities
during the financial year under review.

23.3 Sweat Equity

The Company has not issued any sweat equity shares
during the financial year under review.

23.4 Bonus Shares

The Company has not issued any bonus shares during the
financial year under review.

23.5 Preferential Allotment

The Company has not issued any share on preferential
allotment basis during the financial year under review.

Further, pursuant to the approval of the Board in its Meeting
held on November 07, 2023 and approval of Members of

the Company in Extra Ordinary General Meeting held on
December 06, 2023, the Company has issued and allotted:

(i) 19,04,540 Equity Shares of the Company of face value
of ' 10/- each (Rupees Ten Only) at a price of ' 945.11/-
per equity share to a promoter of the Company on
preferential allotment basis; and

(ii) 39,14,886 Warrants convertible into equal number
of equity shares of face value of ' 10/- (Rupees Ten
only) each, at a price of ' 945.11/- per warrant, to non¬
promoters on preferential allotment basis.

Furthermore, after the closure of financial year 2024-25,
the Board in its meeting held on July 15, 2025, approved
the allotment of 39,14,886 fully paid-up equity shares at an
issue price of ' 945.11/- per share, comprising face value
of ' 10/- and a premium of ' 935.11/- per share, pursuant
to the conversion of equal number of warrants by way
of preferential issue, in accordance with the Chapter V
of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

Pursuant to the provisions of Regulation 32 (7A) of the SEBI Listing Regulations, the Company has utilized ?272.50 Crores
as on March 31, 2025, in objects as mentioned below:

Table 7:

Note: Out of ? 550 crore, proceeds amounting to ? 272.50 crore have been received and utilized by the Company, and the
proceeds amounting to ? 277.50 crore were received from the warrant holders upon conversion of warrants into equity
shares after the closure of financial year.

23.6 Private Placement under Qualified Institutions Placement (“QIP”)

The Company has not issued any share on private placement under QIP basis during the financial year under review.

Further, pursuant to the approval of the Board in its Meeting held on May 24, 2022 and the approval of the Members of the
Company by postal ballot process on June 26, 2022, the Company had issued and allotted 68,96,097 Equity Shares of face
value ?10/- (Rupees Ten) each at a price of ?725/- per equity share, including a premium of ?715/- per Equity Share and
reflect a discount of 4.97% on the floor price amounting to ?762.88/- per Equity Share, aggregating to ?4,99,96,70,325/-
to Qualified Institutional Buyers on October 04, 2022.

Pursuant to the provisions of Regulation 32 (7A) of the SEBI Listing Regulations, the proceeds raised through QIP are fully
utilized as on quarter ended September 30, 2024, without any deviation or variation, in objects mentioned below:

Table 8:

23.7 Employees Stock Option Plan

Pursuant to the approval of the Board at its Meeting held on November 30, 2020, and the approval of the Members at
their Meeting held on December 4, 2020, and September 30, 2021, the Company had introduced the “Anupam - Employee
Stock Options Plan 2020” (“Scheme) to issue the employee stock options (“Options”) to the eligible employees of the
Company as per the Scheme. The Scheme has been created with an aggregate pool size of 13,12,795 (Thirteen Lakhs
Twelve Thousand Seven Hundred and Ninety-Five) Options, convertible into not more than 13,12,795 (Thirteen Lakhs
Twelve Thousand Seven Hundred and Ninety-Five) Equity Shares of the face value of ?10/- (Rupees Ten) each fully paid-
up of the Company. Each Option is convertible into one Equity Share of the Company. Options under Grant 1 and Grant 3
are exercisable within three years from the dates of vesting and Grant 2 is exercisable within one year from the date of
vesting.

Each such Option confers a right upon the employee, who has been granted the Option(s) (“Grantee”), to get one Equity
Share of the Company issued, in accordance with the terms and conditions of such issue, in compliance with the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB and Sweat Equity) Regulations”).

Table 9: Details of Grant, Vesting, Exercise & Allotment:

Pursuant to the Options unvested, lapsed or cancelled out of 13,12,795 (Thirteen Lakhs Twelve Thousand Seven Hundred
and Ninety Five) Options approved, the Nomination and Remuneration Committee had granted 13,12,760 (Thirteen Lakh
Twelve Thousand Seven Hundred and Sixty) Options under Grant 1 on December 10, 2020; 1,07,075 (One Lakh Seven
Thousand and Seventy Five) Options under Grant 2 on January 20, 2022 and 6,260 (Six Thousand Two Hundred and Sixty)
Options under Grant 3 on January 09, 2023, at an exercise price of ?225/- per Option to the eligible employees under
Scheme, exercisable after one year from the date of vesting.

Vesting % and 33.34% of the Options granted 33.34% of the Options granted 33.32% of the Options granted
number of Options in Grant 1 No. of Options: in Grant 1 No. of Options: in Grant 1 No. of Options:

4,37,674 4,37,674 4,37,412

Table 9: Details of Grant, Vesting, Exercise & Allotment: (Contd.)

The certificate of the Auditor regarding the implementation of Scheme being in accordance with SEBI (SBEB and Sweat
Equity) Regulations, would be placed at the ensuing 22^nd Annual General Meeting or posted electronically for the
inspection of the Members.

The details of Options granted, exercised, vested and
lapsed during the FY 2024-25 and other particulars as
required under the Act and the SEBI (SBEB and Sweat
Equity) Regulations, in respect to the Scheme are annexed
as Annexure-BR-IV to this Board’s Report.

24. PUBLIC DEPOSITS

The details relating to the deposits covered under Chapter
V of the Act are as under:

(a) Deposits accepted during the year: Your Company
has not accepted any deposits within the meaning
of Section 2(31) read with Section 73 of the Act,
and as such, no amount of principal or interest was
outstanding as on the date of the Balance Sheet.

(b) Remained unpaid or unclaimed as at the end of the
year: N.A.

(c) Whether there has been any default in repayment of
deposits or payment of interest thereon during the
year: N.A.

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

25. COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION

The appointment, removal and remuneration of the
Directors are subject to the recommendations of
the Nomination and Remuneration Committee and in
accordance with the provisions of the Act and the SEBI
Listing Regulations. The Company has a policy on the
appointment and remuneration of the Directors, which,
inter alia, provides the criteria for determination of the
qualifications, attributes, independence of a director,
diversity, and other matters.

The Nomination and Remuneration Policy has been
formulated under the provisions of the Act and the
SEBI Listing Regulations and covers remuneration of
the Directors, key managerial personnel and the senior
management personnel, identification and criteria for
selection of appropriate candidates for appointment
as Directors, key managerial personnel and senior
management personnel. The said policy is available on the
website at https://www.anupamrasayan.com/investors/
policies-practices/nomination-and-remuneration-policy.

26. ANNUAL EVALUATION OF THE
PERFORMANCE OF THE BOARD OF
DIRECTORS, ITS COMMITTEES AND
INDEPENDENT DIRECTORS INDIVIDUALLY

The Nomination and Remuneration Committee of the
Company has laid down the criteria such as effectiveness
of functioning and culture of Board and its committees,
the Directors exercise the responsibilities in a bonafide
manner, devotes sufficient time and attention to the

professional obligations for informed and balanced
decision making, etc. for performance evaluation of the
Board, its committees and the Individual Director.

The Independent Directors, in their separate meeting
held on March 11, 2025 which were attended by all the
Independent Directors, assessed the quality, quantity
and timeliness of flow of information between the
management of the Company and the Board and reviewed
the performance of (i) the Board as a whole; (ii) Non¬
Independent Directors and (iii) the Chairperson and
Vice-Chairperson of the Company, required to effectively
and reasonably perform their duties. None of the Non¬
Independent Directors or Members of management
attended this meeting.

The performance of the Board as a whole and the
Independent Directors were evaluated by the Directors
of the Company and performance of the committees of
the Board was also evaluated by all the Directors of the
Company.

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

The Company has the Audit Committee of the Board
constituted in pursuance to the provisions of Section 177 of
the Act and Regulation 18 of the SEBI Listing Regulations.
The Audit Committee has 3 Members as on March 31, 2025,
as provided below¬
- Mr. Ketan Desai, Chairperson of the Committee,

- Dr. Madhuri Sawant, Member of the Committee, and

- Mr. Anand Desai, Member of the Committee.

The Company has established a vigil/whistle blower
mechanism, formulating a policy for providing a framework
for a responsible and secure vigil/whistle blower
mechanism approved by the Board. The Company has
provided adequate safeguards against the victimization
of employees and Directors who express their concerns.
The Company has also provided direct access to the
Chairperson of the Audit Committee on reporting issues
concerning the interests of co-employees and the
Company. Mr. Anand Desai, Managing Director, is the
vigilance officer for this purpose. The vigil/whistle blower
policy of the Company is available at the website of the
Company at https://www.anupamrasayan.com/investors/
policies-practices/vigil-mechanism-whistle-blower-
mechanism-policy.

28. PARTICULARS OF EMPLOYEES/

MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details
pursuant to Section 197(12) of the Act and Rule 5(1),
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, (as
amended) are annexed and marked as Annexure-BR-V.

29. DISCLOSURES UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013 AND DISCLOSURE UNDER
MATERNITY BENEFIT ACT, 1961

29.1 Disclosure Under Sexual Harassment
of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013

Your Company is committed to creating and maintaining
a secure work environment where its employees,
customers, vendors and partners can work and pursue
business together in an atmosphere free of harassment,
exploitation and intimidation.

The Company has an Anti-Sexual Harassment Policy in line
with the requirement of the Sexual Harassment of Woman
at Workplace (Prevention Prohibition and Redressal)
Act, 2013, (“POSH Act”). The policy aims at prevention of
harassment of employees and lays down the guidelines
for identification, reporting and prevention of sexual
harassment. All employees (permanent, contractual,
temporary, trainees) and applicable complainant(s) are
covered under this policy. This policy allows to report sexual
harassment, if any, at the workplace. Further, the Company
conducts regular awareness programs in this regard. The
Internal Committee (the “IC/Committee”) is empowered to
look into all complaints of sexual harassment and facilitate
a free and fair enquiry process with clear timelines.

Further, in terms of the provisions of the Act, the details in
relation to the POSH Act, for the financial year ended on
March 31, 2025 are as under:

No. of complaints of sexual harassment received during
the financial year: NIL

No. of complaints disposed off during the financial year:
NIL

No. of complaints pending as on end of the financial year:
NIL

No. of cases pending for more than ninety days: NIL

29.2 Disclosure under Maternity Benefit Act,
1961

Your Company has duly complied with the provisions of
the Maternity Benefit Act, 1961, as amended from time
to time. During the financial year 2024-25, the Company
did not have any female employees who were eligible to
avail the maternity benefits under the Act. However, the
Company remains committed to ensuring a supportive,
inclusive, and legally compliant work environment, and
continues to monitor and implement necessary measures
in accordance with applicable labour laws and regulations.

30. REPORTING OF FRAUDS

During the year under review, the Internal Auditor,
Statutory Auditor, Cost Auditor and Secretarial Auditor

of the Company have not reported any instances of fraud
committed in the Company by its officers or employees to
the Audit Committee under Section 143 (12) of the Act.
Hence, no such details are required to be mentioned in
this Board’s Report.

31. OTHER STATUTORY DISCLOSURES

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

In terms of Regulation 32 of the SEBI Listing Regulations,
there was no deviation or variation in connection with the
objects of the issue mentioned in the Prospectus dated
March 17, 2021, in respect of the Initial Public Offering of
the Company.

31.2 Compensation from subsidiaries or
associates to the Managing Director and
Whole-time Director

The Managing Director and the Whole-time Directors
of the Company have not received any remuneration or
commission from any of the subsidiaries or associates of
the Company.

31.3 Significant and material orders passed
by regulators or courts

No significant and material order has been issued by any
regulator/court/other authority which impacts the going
concern status and Company’s operation in future.

31.4 Material changes and commitments
after the closure of the year

After the closure of the financial year till the date of this
report, significant material changes have occurred, as
outlined in sub-clause 23.5 (Preferential Allotment) of
Clause 23 (Share Capital) and as detailed in Clause 5
(Dividend).

Further, the Board of your Company at its meeting held
on July 30, 2025, has approved to provide the corporate
guarantee in favour of Export-Import Bank of India for
securing the credit facility amounting to USD 17 Million
(United States Dollar Seventeen Million only) being
availed by Anupam General Trading FZE, a wholly-owned
subsidiary of the Company.

Except as mentioned above, there have been no other
material changes and commitments affecting financial
position of your Company have occurred between the end
of the financial year of the Company to which Financial
Statements relate and the date of this Report.

31.5 Details of Application Made or Any
Proceeding Pending Under The Insolvency
And Bankruptcy Code, 2016

Neither any application was made nor any proceeding is
pending under the Insolvency and Bankruptcy Code, 2016,
during the year under review.

31.6 The Details of Difference Between
Amount of The Valuation Done at the Time
of One-Time Settlement and the Valuation
Done While Taking Loan From the Banks
or Financial Institutions along with the
Reasons Thereof

There has been no such instance of one-time settlement
in respect of loan availed by the Company from the banks
or financial institutions.

32. EMPLOYEE RELATIONS

Employee relations throughout the Company were
harmonious. The Board wishes to place on record its
sincere appreciation ofthedevoted efforts of all employees
in advancing the Company’s vision and strategy to deliver
good performance.

33. ACKNOWLEDGEMENT

The Directors express their gratitude and appreciation to
the authorities of the various departments of the Central
and State Government(s), the Company’s stakeholders
and employees of the Company. The Directors also
take this opportunity to thank the Company’s valued
customers, bankers, financial institutions, suppliers,
and the Members who have extended their support to
the Company.

This Report has been prepared in accordance with the
provisions of the Act, the rules framed thereunder (each as
amended from time to time), the SEBI Listing Regulations,
SEBI (SBEB and Sweat Equity) Regulations and the other
disclosure requirements as may be applicable under any
applicable Regulations issued by SEBI from time to time.

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

Anand Desai Mona Desai

Place: Surat Managing Director Whole-Time Director

Date: September 01, 2025 DIN:00038442 DIN:00038429

1

After the closure of financial year 2024-25, Gen. Bikram
Singh (Retd.) (DIN: 07259060) has resigned from the office
of Non-Executive Independent Director of the Company
with effect from close of business hours of Friday, June 27,
2025, due to personal reasons.