<dhhead>Board’s Report 2024-25 </dhhead>

To,

The Members,

Anupam Rasayan India Limited

Your Directors have pleasure in presenting the 22nd (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

Amount ( in Million)

(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 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 22nd Annual General Meeting.

Further, the Company had declared and paid a final of sustainable 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 21st 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 profitsamong 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)*;

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

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

*After the closure of financial year 2024-25, Gen. Bikram Singh (Retd.) (DIN: 07259060) hasresignedfromtheoffice of Non-Executive Independent Director of the Company of Friday, June 27, with

2025, due to personal reasons.

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 22nd Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the 22nd 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 22nd 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

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 22nd 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 22nd 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 "IndependentMeetings are also set out 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 fieldsto 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- year2024-25. rule (2) of Rule 6 of The Companies (Appointment and Qualification of Directors) 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 the ofBoard and Committee

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 Meeting Details

8.2 Committee Meetings

The composition of the Audit Committee and other Statutory Committeesconstituted 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 FY 2024-25 are as set out inMeetings held duringthe below table:

Table 5: Committee Meetings Details

Sr. Type of Meeting Date of Meeting Total No. of Attendance No. Members as on the date of No. of members % of meeting attended attendance

1. Audit Committee 06-05-2024 3 3 100 18-05-2024 3 3 100 13-08-2024 3 3 100 05-09-2024 3 3 100 26-09-2024 3 3 100 14-11-2024 3 3 100 13-02-2025 3 3 100 10-03-2025 3 3 100

2. Nomination and 24-06-2024 3 3 100

Remuneration Committee

29-10-2024 3 3 100 05-11-2024 3 3 100 30-11-2024 3 3 100 18-12-2024 3 3 100

3. Corporate Social 05-09-2024 3 3 100

Responsibility Committee

23-03-2025 3 3 100

4. Stakeholders’ 08-03-2025 3 3 100

Relationship Committee

5. Risk Management 10-10-2024 3 3 100

Committee

29-03-2025 3 3 100

6. Sustainability Committee 05-09-2024 4 4 100

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors oftheCompanyconfirmthat:

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 Annualed that they have no objection to confirm Report. The requisite certificate from the Secretarial Auditor of the Company confirmingcompliance 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

ed that their appointment, if made, will confirm 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 17th 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 17th Annual General Meeting till the conclusion of the 22nd 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 22nd 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 22nd Annual General Meeting till the conclusion of the 27th 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 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 22nd Annual General Meeting till the conclusion of 27th Annual General Meeting of the Company, subject to approval of the Members at the ensuing 22nd 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 22nd Annual General Meeting.

M/s. Natvarlal Vepari & Co., Chartered Accountants, Surat, have given their consent to the aforesaid appointment be in and 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 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 22nd 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 22nd 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, 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, ratific by the Members at the ensuing subjectto 22nd Annual General Meeting. M/s Bhanwarlal Gurjar & Co., ed that their appointment confirm CostAccountants,have is within limits defined under Section 141(3)(g) read with Section 148 of the Act and have also certifiedthat 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’ ation of remuneration payable to the ratific approvalfor Cost Auditor for the financial year 2025-26 is included in the Notice convening the 22nd 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 hadappointedM/sBhanwarlal has re-appointed M/s K.B. Daliya & Associates, Chartered Accountants, as Internal Auditor of the Company to conduct the internalauditforthefinancial 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. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

15.1 Subsidiary Companies

The wholly-owned subsidiaries of the Company are as listed below:

Tanfac Industries Limited (CIN: L24117TN1972PLC006271) ("Tanfac") is a subsidiary Company over which the Company exercises effective control. The total aggregate shareholding of the Company in Tanfac as on March 31, 2025 is 25,73,081 fully paid-up equity shares of face value 10/- each, aggregating to 25.79% of the voting share capital of Tanfac. Tanfac is a material subsidiary of the Company in terms of the provisions of SEBI Listing Regulations. The Company has framed a policy in terms of Regulations 16(c) of the SEBI Listing Regulations for determining has been placed on the Company’s website and can be accessed at anupamrasayan.com/investors/policies-practices/ policy-on-related-party-transactions-and-material-subsidiaries.

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. ective

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 thethe Terms of Reference for the Company on materiality of related. The composition of theCommittee 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 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 Management

Committee, (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 RiskManagementCommittee.

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 oftheCompanyconfirmsthat 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 closureoffinancial 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:

(Amount in ` crore)

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:

(Amount in ` crore)

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)

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.

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 22nd 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 Sweatd 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. of the Board

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 Committeeof 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 anthe Individual Director. Board,itscommittees

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 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 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 under(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 ant and material order has been issued signific to Internal Committee 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: ant material changes havesignific

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 Section 143 (12) of the Act.theAuditCommittee

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 courtsby any No 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, 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 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 of the devoted 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, settlement 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.