Your Directors have pleasure in presenting the Seventeenth (17th) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2026.

Financial performance of the Company for the Financial Year ended 31st March, 2026 is summarised below:

(Rs. in million)

The Specialty chemicals industry enters 2026 at a critical and increasingly competitive juncture, characterised by persistent overcapacity, uneven demand recovery across key end-use sectors and continued volatility in raw material and energy costs. In this evolving environment, companies are under growing pressure to improve operational efficiency, strengthen supply chain resilience, and adapt to changing customer and regulatory expectations while maintaining profitability and long-term growth.

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

Overall, we remain committed to building the business with a clear focus on growth and long-term value creation. The strategic steps we have taken across capacity expansion, portfolio development, customer relationships, exports and international initiatives are steadily strengthening the foundation of the business. We believe these efforts are putting the right building blocks in place to significantly accelerate growth over the next 2 to 3 years. As we move forward, our focus will remain on disciplined execution, strengthening our market position and building a more scalable and resilient platform for future growth.

A key area of focus for us continues to be Research and Development (R&D) and innovation. We are gradually evolving from a formulation-led approach towards developing broader platform technologies with multi-vertical applicability, enabling more scalable and differentiated solutions across end-use segments. During the year, this translated into meaningful progress in product development and application-led innovation, with newer products contributing increasingly to the business and sustainable chemistries. To further strengthen this capability, the

Company has set up a new R&D Facility at Navi Mumbai located at Ellora Olearise, A-786, 06th Floor, Khairane MIDC, Koparkhairane, Navi Mumbai - 400 710. The establishment of this new R&D Facility is a key component of the Company's commitment to provide a stronger platform for innovation, product development, and application-led research, while also improving collaboration and supporting faster scale-up of new technologies in line with our long-term growth priorities.

We concluded FY26 on a strong note. For the year, we delivered revenue growth of 15% on consolidated basis, which was supported by healthy traction across businesses and steady progress in the international market. While the year saw its share of external challenges, including volatility in certain raw material markets and disruptions arising from geopolitical developments, the business remained resilient, with all our key divisions delivering healthy growth.

On a consolidated basis, the Group achieved revenue of

` 23,963.65 million as against ` 20,802.94 million, reflecting a growth of 15%.

Revenue from operations on a standalone basis increased to ` 17,520.66 million as against ` 14,316.28 million in the previous year, registering a growth of 22%.

Company's export business continued to perform strongly, with exports contributing 26% of total consolidated revenue during the year.

The Standalone Profit After Tax for the current year marked a growth of ` 280.96 million, while consolidated profit after tax recorded a growth of ` 128.35 million.

All the divisions witnessed healthy growth with consistent performance. Key performance highlights of the divisions (on consolidated basis) are presented below:

On consolidated basis, international business contributed about 26% of the overall revenue during the year. Business continued to demonstrate strong momentum, recording a 11% year-on-year growth, driven by deeper engagement with existing customers and expansion across key international markets, including Latin America, Europe, Southeast Asia, and Africa. The Company remains focused on increasing wallet share with strategic partners while strengthening its presence in newer geographies, thereby enhancing the scale and diversification of its international business. Currently, the Company operates across 80+ countries worldwide, reflecting its growing global footprint.

The Company successfully commissioned the expansion of its Dahej facility, adding an additional capacity of 20,000 MTPA, effective 26th September, 2025. Following this commissioning, Company's total installed capacity has increased to 2,72,500 MTPA.

This capacity expansion is expected to strengthen the Company's manufacturing capabilities and enhance its ability to meet the growing demand from domestic as well as international markets. Expanded facility is equipped with advanced manufacturing infrastructure and is aligned with the Company's long-term growth strategy and commitment to operational excellence.

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

As on the date of this Integrated Annual Report, the Company has 11 (eleven) subsidiaries and 1 (one) joint venture company. A list of the companies that were considered for Consolidation for the year ended 31st March, 2026 is included in the notes to the Consolidated Financial Statements.

TheBoardofDirectorsoftheCompany("theBoard")havereviewed the affairs and performance of the subsidiaries and associate of the Company. Pursuant to the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries, associate, and joint venture in Form AOC-1, is annexed to the financial statements and forms an integral part of this Report. Further, details with respect to performance of subsidiaries/associate/joint venture are also set out as "Annexure-I" and forms part of this Report.

Financial statements, together with related information and other reports of each of the subsidiary companies are available on the Company's website at rossari.com/financial-information/.

As on 31st March, 2026, Unitop Chemicals Private Limited, Tristar Intermediates Private Limited and Buzil Rossari Private Limited, qualify as Material Subsidiaries in accordance with the provisions of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Company's Policy on Determination of Material Subsidiaries.

In terms of Regulation 43A of the Listing Regulations, the Company has adopted Dividend Distribution Policy to determine the distribution of dividends in accordance with the parameters and factors laid down in the said policy. Dividend Distribution Policy is available on the website of the Company at rossari.com/ corporate-governance/ and is also set out as "Annexure- II" and forms a part of this Annual Report.

The Board, based on the parameters and factors laid down in the Dividend Distribution Policy, have recommended a Final Dividend of 25% (i.e. Re. 0.50) on Equity Shares of the Face Value of ` 2/- each for the Financial Year ended 31st March, 2026. Dividend is subject to the approval of Members at the Annual General Meeting ("AGM") scheduled to be held on Monday, 20th July, 2026.

As per the Income-Tax Act, 2025, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company shall, make the payment of the dividend after deduction of tax at source.

Dividend will be paid out of the profits for the Financial Year ended 31st March, 2026, after the same is approved in the ensuing AGM of the Company.

With a consistent history of dividend payments, the Company reinforces its commitment to rewarding shareholders and sharing the value generated through its sustained growth.

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

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

The Board have decided to retain the entire amount of profit for the Financial Year 2025-26 appearing in the Statement of profit and loss, after declaration of dividend.

Details of share capital as on 31st March, 2026 is as below:

During the Financial Year under review, the paid-up share capital of the Company increased by ` 0.04 million divided into 19600 Equity Shares of ` 2/- each, pursuant to exercise of stock options vested under Rossari Biotech Limited Employee Stock Option Plan - 2019.

Apart from the above, there was no other change in the equity share capital of the Company during the year.

The Company has implemented an Employee Stock Option Scheme, namely ‘Rossari Employee Stock Option Plan - 2019' ("ESOP 2019"), which was approved and ratified by the Members on 2nd December, 2019 and 17th April, 2021, respectively. ESOP 2019 is available on the website of the Company at rossari.com/ corporate-governance/.

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

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

A certificate from Secretarial Auditor of the Company, confirming implementation of ESOP 2019 will be available electronically for inspection by the Members during the AGM of the Company, in terms of Regulation 13 of the SBEB&SE Regulations.

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

There was no change in the Registered Office of the Company during the Financial Year under review.

Present address of the Registered Office is as follows:

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

In accordance with Regulation 34 read with Schedule V (C) & (E) of the Listing Regulations, the Report on Corporate Governance along with a certificate from Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance, for the Financial Year 2025-26, forms a part of this Annual Report.

Management Discussion and Analysis Report for the Financial Year 2025-26 forms part of this Annual Report as stipulated under Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

Business Responsibility and Sustainability Report for the Financial Year 2025-26 forms a part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

The Board have also adopted a Business Responsibility and Sustainability Policy ("BRSR Policy"), which is available on the website of the Company at rossari.com/corporate-governance/.

As on date of this report, the Board comprises of 6 (six) Directors, including four Independent Directors and two Executive Directors.

Pursuant to Section 161 of the Act, the Board, on recommendation of NRC, at their Meeting held on 27th April, 2026 approved appointment of Mr. Udeypaul Singh Gill (DIN: 00004340), as an Additional Director (Non-Executive, Independent Director), for a term of 3 (three) consecutive years with effect from 28th April, 2026 to 27th April, 2029 (both days inclusive), not liable to retire by rotation. Said appointment is subject to the approval of Members at the ensuing AGM.

Detailed profile of Mr. Udeypaul Singh Gill seeking appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM along with justification of appointment.

Based on recommendation of NRC, at its Meeting held on 27th May, 2026, Board has proposed re-appointment of Ms. Esha Padmanabhan Achan (DIN: 10350369) as an Independent Director, for a term of 3 (three) consecutive years with effect from 21st October, 2026 upto 20th October, 2029 (both days inclusive), not liable to retire by rotation. Said re-appointment is subject to the approval of Members at the ensuing AGM.

Detailed profile of Ms. Esha Padmanabhan Achan seeking re-appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM along with justification of re-appointment.

In accordance with the provisions of Section 152 of the Act, Mr. Edward Menezes (DIN: 00149205) is liable to retire by rotation at the ensuing 17th AGM and being eligible offers himself for re-appointment. Your directors recommend his reappointment.

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

None of the Directors have ceased to be a Director of the Company during the Financial Year under review.

As on date of this report, Ms. Aparna Sharma (DIN: 07132341) Independent Director of the Company completed her term as an Independent Director on 28th April, 2026 and consequently, ceased to be an Independent

Director of the Company with effect from close of business hours of 28th April, 2026.

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

During the Financial Year under review, the Board met

5 (five) times and the maximum gap between any two meetings was not more than 120 (one hundred and twenty) days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors. Further, details of the meetings of the Board held and attended by the Directors during the Financial Year 2025-26, are given in the Corporate Governance Report, which forms a part of this Annual Report.

The Company has established a process for evaluating the performance and effectiveness of individual Directors, Board Committees and the Board as a whole. Criteria for the evaluation, manner in which the evaluation is carried out and outcomes thereto are set out in the Corporate Governance Report, which forms a part of this Annual Report.

During the Financial Year under review, as per the criteria laid down by NRC and in accordance with the provisions of the Act and Listing Regulations. performance was evaluated of the Board, its committees, and individual directors.

In a separate meeting held on 28th March, 2026, the Independent Directors also evaluated the performance of non-independent directors including the Chairman of the Board and the Managing Director, committees of the Board and performance of the Board as a whole.

Your Company has received following declarations and confirmations from all the Independent Directors of the Company, confirming that:

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

they have met the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

they are not disqualified to act as director in terms of Section 164 of the Act.

they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA"), in terms of Section 150 of the Act and Rules made thereunder.

they have either confirmed that they are exempted or successfully undergone online proficiency self-assessment test as required under the Act.

they have complied with the Code for Independent Directors prescribed in Scheduled IV to the Act.

they have not been debarred or disqualified by Securities and Exchange Board of India, Ministry of Corporate Affairs or such other statutory authorities from being appointed or continuing as a director of the Company.

they are not promoters or directors of such companies which have been identified as a wilful defaulter as per the RBI Master Circular on "Wilful Defaulters".

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

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

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

(i) in the preparation of the Annual Financial Statements for the Financial Year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the Financial Year ended on that date;

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

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

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

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

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, the Board has constituted following Statutory Committees:

During the Financial Year under review, all recommendations of the Committees of the Board, which were mandatorily required have been accepted by the Board.

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

As on 31st March, 2026, following were the Key Managerial Personnel ("KMP") of the Company, as per Section 2(51) and Section 203 of the Act:

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

During the Financial Year under review, there were no changes in the Key Managerial Personnel of the Company.

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

M/s. Walker Chandiok & Co. LLP has confirmed its eligibility to continue as the Statutory Auditor of the Company in accordance with the provisions of Sections 139 and 141 of the Act and the applicable rules made thereunder. Further, as required under the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors' Report on the financial statements of the Company forms part of this Annual Report. The report does not contain any qualification, reservation, adverse remark or disclaimer given by the Auditors and the Notes to Accounts are self-explanatory and therefore, do not call for any further explanation or comments under Section 134(3)(f)(i) of the Act.

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

M/s. Shah Patel & Associates, Practicing Company Secretaries (Firm Registration No.: P2015MH046300), was appointed as Secretarial Auditor of the Company at the 16th AGM held on 30th June, 2025, for a period of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30.

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

The Secretarial Audit Report is set out as "Annexure-III" and forms a part of this Annual Report.

Pursuant to Regulation 24A of the Listing Regulations the Secretarial Audit Report of the material unlisted subsidiary of the Company i.e. Unitop Chemicals Private Limited, Tristar Intermediates Private Limited and Buzil Rossari Private Limited are set out as "Annexure-III(A)",

"Annexure-III(B)" and "Annexure- III(C)", respectively and forms a part of this Annual Report.

Secretarial Compliance Report for the Financial Year ended 31st March, 2026 received from M/s. Shah Patel and Associates, pursuant to the requirement of Regulation 24A of the Listing Regulations, in relation to compliance of all the applicable SEBI Regulations/circulars/guidelines issued thereunder, is set out as "Annexure-III(D)" and also forms a part of this Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practice.

Secretarial Audit Report(s) and/or Secretarial Compliance Report for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark.

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

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

The Company has filed the Cost Audit Report for the Financial Year ended 31st March, 2025 submitted by M/s. R. Shetty

& Associates. The Cost Audit Report for the Financial Year ended 31st March, 2026 shall be filed in due course.

During the Financial Year under review, all contracts, arrangements, and transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis. All such transactions were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or their relatives, which may have potential conflict with interest of the Company at large.

Approval of the Audit Committee was obtained for related party transactions. Omnibus approval was granted for transactions that were foreseen and repetitive in nature. Disclosures, as required under the Act and the Listing Regulations, and in line with the "Industry Standards" on Minimum Information to be provided to the Audit Committee and Shareholders for Approval of Related Party Transactions were placed before the Audit Committee for its consideration and approval.

Disclosure of material related party transactions as per Section 134(3)(h) read with Section 188(2) of the Act, in Form AOC - 2 is set out as "Annexure-IV" and forms a part of this Annual Report. Details of the related party transactions as per Ind AS - 24 on Related Party Disclosures are set out in Note 44 to the Standalone Financial Statements of the Company.

In accordance with Regulation 23 of the Listing Regulations, the Company submits disclosures of related party transactions within the stipulated time from the publication of its standalone and consolidated financial results for each half-year, in the format specified by the stock exchanges. These disclosures are available on the Company's website at rossari.com/announcement-2/.

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

Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions

During the Financial Year under review, the Board, based on the Audit Committee's recommendation, approved revisions to the Company's Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The said amendments were made to align the policy with the amendments introduced by SEBI to the Listing Regulations.

Policy on Materiality of RPTs and Dealing with RPTs is available on the website of the Company at rossari.com/corporate-governance/. The Company during the Financial Year under review has periodically apprised the Audit Committee and the Board on amendments pertaining to related party transactions to update them on evolving regulatory requirements, with a specific focus on Related Party Transactions. The Audit Committee and Board were provided with an overview of key regulatory changes in provisions of Related Party Transactions, including the introduction of Industry Standard disclosures and the underlying rationale. This initiative underscores the Company's commitment to strengthening governance practices and ensuring that the Audit Committee remains well-equipped to effectively oversee compliance in a dynamic regulatory environment.

CORPORATE SOCIAL RESPONSIBILITY

.

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

Upholding strong ethical principles across its operations, the Company has implemented several policies in accordance with applicable Acts, Rules, Regulations and Standards, including the following:

This Policy provides a framework for familiarising Independent Directors with the Company, its business operations, industry, and governance structure. It enables them to understand their roles, rights, responsibilities, and duties as Board members. The Policy includes induction and ongoing programmes covering the Company's business model, strategy, and regulatory environment to support effective participation in Board processes.

The Company has a Whistle Blower Policy/robust vigil mechanism. This policy provides guidance and procedural framework to all the stakeholders of the Company to report concerns relating to unethical conduct, illegalities, irregularities and/or frauds and wrongful conduct within the Company.

The Board on recommendation of Audit Committee, at their respective meetings held on 17th January, 2026, approved and adopted a centralized group-wide Vigil Mechanism / Whistle Blower Policy, applicable to Rossari Group of Companies. This initiative reinforces the Group's commitment to transparency, accountability and good corporate governance practices.

The Policy also allows direct access to the Chairperson of the Audit Committee.

The above policies are available on the website at rossari.com/ corporate-governance/.

Details of various policies approved and adopted by the Board as required under the Act and Listing Regulations are provided at rossari.com/corporate-governance/.

All the policies are periodically reviewed and updated by the Board to address evolving needs and compliance requirements.

This Policy sets out the framework, standards and processes for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. It ensures that appointees possess the requisite experience, skills, and leadership capability to effectively lead the Company.

In order to streamline the evaluation process and to ensure seamless compliance with applicable governance requirements, the Board at its meeting held on 27th May, 2026, have approved Nomination, Remuneration and Evaluation Policy. The Board Performance Evaluation Policy was merged with Nomination and Remuneration Policy.

Salient features of Nomination, Remuneration and Evaluation Policy, can be referred in the Corporate Governance Report, which forms part of this Annual Report.

The Company upholds the highest standards of integrity and maintains a zero-tolerance approach towards any conduct falling within the ambit of sexual harassment at the workplace. This Policy ensures a secure and harassment-free work environment for all employees. An Internal Complaints Committee (ICC) has been constituted at all works and offices of the Company to address complaints relating to sexual harassment. Details of complaints received by ICC during the Financial Year under review are as follows:

The Company is compliant with the provisions of the Maternity Benefit Act, 1961 and is committed to fostering a supportive and inclusive workplace for all employees. It respects the dignity, rights, and well-being of each individual and strives to create an environment that promotes equality, care, and mutual respect. The Company extends all necessary support to employees, including those availing maternity benefits, and ensures that they are treated with fairness, sensitivity, and understanding at all times.

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

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

The Annual Return in Form MGT-7 for the Financial Year 2025- 26, as provided under Section 92(3) and 134(3)(a) of the Act is available on the website of the Company at rossari.com/ir-annual-report/.

Employees form the core strength of the Company and are fundamental to its sustained growth and success. The Company remains committed to fostering an environment that enables employees to develop, perform, and contribute effectively, details pertaining to the same can be referred in Business Responsibility and Sustainability Reporting ("BRSR") and Human Capital Section set out on page no. 38, which forms part of this Annual Report.

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

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

Your Company is in compliance with the provisions of Section 186 of the Act, to the extent applicable to your Company. Details of Loan, Guarantee and Investment covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements, and forms a part of this Annual Report.

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

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

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

During the Financial Year under review:

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

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

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

(iv) the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018.

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

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

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

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

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

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

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

(xii) Mr. Edward Menezes, Executive Chairman of the Company has received remuneration amounting to AED 0.17 million from Rossari Biotech Trading FZE, step down wholly owned subsidiary of the Company. Aggregate remuneration received by Mr. Edward, from both companies is within the limits of Section 197 of the Act.

(xiii) Mr. Sunil Chari, Managing Director of the Company has received remuneration amounting to AED 0.44 million from Rossari Global FZCO (erstwhile known as Rossari Global DMCC), wholly owned subsidiary of the Company. Aggregate remuneration received by Mr. Sunil, from both companies is within the limits of Section 197 of the Act.

(xiv) no application has been made under the Insolvency and Bankruptcy Code, hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable. (xv) the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable. (xvi) None of the Auditors of the Company have reported any fraud.

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

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