Your Directors have pleasure in presenting their Twenty Eighth Annual Report together with the Audited Accounts for the year ended 31st March, 2022.

Share Capital

The issued, subscribed and paid up share capital of the Company as on 31st March, 2022 was at ' 733.93 lakhs divided into 3,66,96,475 Equity Shares of ' 2 each. During the year under review, the Company has not issued any shares with differential voting rights, employee stock options and sweat equity shares.

Your Directors at its Meeting held on 22nd March, 2022, proposed the issue of 10,00,000 0.01% Compulsorily Convertible Preference Shares (CCPS) of face value of ' 10 each at an issue price of ' 156 per CCPS including securities premium of ' 146 per CCPS on preferential basis for cash consideration to BMG Enterprises Limited, Holding Company, being part of the Promoters Group, subject to approval of the Members. Accordingly, an Extraordinary General Meeting of the Members of the Company was convened and held on 21st April, 2022, wherein the Members of the Company approved the proposal by Special Resolution. In terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the allotment was due to be made on or before 6th May, 2022. However, due to non-receipt of certain regulatory approvals from the concerned authorities, the allotment could not be made as yet.

Appropriation Of Profit After Tax For Transfer To Reserves

During the Financial Year 2021-2022, an amount of ' 2,500 lakhs was separately transferred to General Reserve in terms of the first proviso to section 123(1) of the Companies Act, 2013 and a sum of ' 628.26 was kept as retained earnings.

Dividend

Your Directors are pleased to recommend to the Members, for their approval, a Dividend of ' 0.30 per Equity Share of ' 2 each (i.e.15% on the paid up capital) in the Company for the year ended 31st March, 2022.

The State Of Company's Affairs

Revenue

The gross revenue of your Company including sale of Tea, Black Pepper, Avionics Equipment as well as Receipt for Technical and Support Services have been marginally less at ' 29,902.80 lakhs from ' 32,228.31 lakhs for the previous financial year 2020-2021.

Performance Rossell Tea

The Directors' view with satisfaction the performance of Rossell Tea Division for the financial year 2021-2022. Despite the extreme and adverse weather conditions in Upper Assam, we were able to produce 48.88 lakh kgs own crop and 3.25 lakh kgs from bought leaf. High quality Orthodox and CTC compliant teas were outturned and "Rossell Tea” is clearly the benchmark for the Industry in both the categories for its customers in the domestic and global markets.

CTC production was maximized as the price realization of this category was much higher than the Orthodox variety.

Both the CTC and Orthodox categories opened firm in the beginning of the year, however the Orthodox prices dropped during the peak period due to sanctions imposed by USA on Iran. The CTC prices were very firm till May and started dropping from July once larger volumes came into the auctions.

The Orthodox market remained subdued due to the sanctions on Iran and also due to the Global trade being impacted owing to the Pandemic. A number of producers shifted to CTC production due to the high CTC prices in the Domestic market. This is the 2nd year running wherein the CTC prices have outstripped the Orthodox prices by a large margin. We too curtailed our Orthodox production and made more CTC at our estates for better Value. Orthodox production was 22.03 lakh kgs as compared to 23.80 lakh kgs (without Bokakhat) in the previous year. CTC production was 29.46 lakh kgs as compared to 26.66 lakh kgs.

Our Orthodox sale averages are ' 249.73 as against ' 275.12 per kg in the previous year and in the CTC category ' 291.70 as against ' 286.63 per kg.

In both the categories of Tea our averages are significantly higher than the Industry averages for Assam estates which are ' 227.83 for Orthodox and ' 219.31 for CTC.

Exports during the year was 6.83 lakh kgs as against 9.48 lakh kgs in the previous year. Exports were lower due to the global trade being affected owing to the Pandemic and also owing to no exports to Iran on account of the sanctions imposed by the US. Exports out of India have been dropping in favor of the African teas as the teas are much cheaper and also due to the logistic location. This is however limited to the medium category as the best quality where our teas fit in continue to be exported to the Continent and beyond.

Our product-mix allowed us to realize the best possible value for our teas. Improved productivities and efficiency, and the higher production allowed us to absorb and obviate the wage cost which was significantly higher.

The Income has decreased from ' 15,804.85 lakhs to ' 14,644.76 lakhs as we have exited 1 estate Bokakhat with effect from 1st April, 2021. Rossell Techsys

In general, the Aerospace and Defense industry has shown signs of recovery from the effects of the pandemic on travel. The Division has actually done reasonably well, given the global challenges and continued to maintain order intake. The Division continued to maintain its high credibility and brand image, even in these challenging times. It is heartening to report that more than 23,000 manufactured parts were delivered in the year, maintaining consistently high standards of quality and delivery.

The Division has continued to receive opportunities in the competition route. Many of these RFP's indicate diverse interests in Electrical Wiring and Interconnect Systems (EWIS), Complex Consoles, Box builds, Automatic Test Equipment (ATE) and Electrical Panel Assemblies. It has received multiple RFPs from various divisions of Boeing, Lockheed Martin, Honeywell, and BLAGSS. The Division has submitted significantly large size bids in response to multiple RFPs, competing with global companies, with most of these bids, scheduled to reach production starting in 2024 / 2025.

In line with its forward-looking philosophy, the Division continues to look beyond the near term, capitalizing on its strong brand and credibility. It is pursuing organic and inorganic growth, domestically as well as globally, in existing as well as in adjacent competency areas and based on opportunities presented by its customers. It has obtained R&D certification from DSIR and has also initiated certifications for CAR 21 and CAR145, which will enable it to make inroads into product support and aftermarket.

The total revenue for the financial year 2021-2022 stands at ' 153 Crores. On the domestic business front, the Division recorded Rs 5.96 crores sales for the full year. The Division added orders worth ' 166 crores. The domestic business has been executed through EOU during the FY 2021-2022. At the end of FY 2021-2022, cumulative NFE (4th September 2014 to 31st March 2022) stood at ' 262 Crores or 40.49% of cumulative export turnover. Division is consistent in reporting positive NFE, a key performance indicator for an EOU.

Prospects Rossell Tea

The year 2022 has started with conducive growing conditions in Assam resulting in good cropping during the period of January to March 2022 when North India produced 53.58 million Kgs.

Owing to ongoing problem in Sri Lanka, their crop has been lower by 11.79 million kgs for January to March 2022. Kenya is marginally behind by 3 million kgs till end February.

The latest available report indicates that the production in East Africa is overall improving and the cropping is favorable, but there has been a decline in quality which has resulted in the latest auction witnessing selective demand at easier rates, with substantial quantity of 30% of the offerings remaining unsold.

On the other side, owing to the ongoing problem in Sri Lanka and shortage of teas on offer, the average price at Sri Lanka auction has shot up substantially by over ' 100 per kg and as per the latest information available even at the recent auctions held in Colombo, the market was very strong with aggressive buying from most of the importers in spite of the ongoing conflict between Russia and Ukraine. This is perhaps owing to the apprehension of even lower quantity of teas being available in the coming weeks.

In India, with good weather condition at the beginning of the season, the cropping for the period of January to March 2022, Assam Valley crop is at 23.75 million kgs which is 22.42% ahead of last year and the entire North India crop at 53.58 million kgs is ahead by 9.24% over last year. However, owing to the incessant rainfall from the third week of March 2022 till almost end of April 2022, whilst good cropping continued because of conducive weather condition, quality took an overall dip. Available figures received so far indicates that North India would be substantially higher than last year in its cropping by end April, 2022. As the last year had finished on buoyant note for CTC, most producers chose to begin with CTC category, resulting in surplus in availability of CTC Tea, thus lower quantity of Orthodox was produced, resulting in lower arrivals at the auction centers.

The CTC market which had started on a buoyant note initially started declining owing to large availability and lower quality and resulted in very high out-lots at the auctions. The current levels are almost at par with last year.

Taking three major factors into consideration, ongoing conflict between Russia and Ukraine, problem at Sri Lanka and Covid-19 still continues to exist, it seems that the demand at remunerative prices will primarily exist for quality CTC produce with strong support from western Indian major packeteers' whilst the other categories would continue to follow trends in line with quality. In the Orthodox category, the market across all sections are likely to see an upward trend as the 2nd flush approaches with strong demand from Middle East, Continent, Japan and other buyers.

The latest report indicates that the Sri Lankan crop for the month of April 2022 is lower by 25 % than last year, owing to which the strong demand in the Orthodox category is likely to continue for Assam even after the 2nd flush period. Perhaps we would be witnessing more aggressive buying by Iran, Saudi Arabia and CIS countries. Some buyers for Sri Lankan teas who normally do not operate on Indian teas actively like Turkey, might be compelled to start buying Assam Orthodox.

So to conclude good quality CTC would continue to sell at remunerative prices and anything below good will decline in prices. The Orthodox category will continue to be in strong demand and will command healthy premium for the premium category.

We at Rossell Tea continue to be in touch with all our customers in UK, Germany and the Middle East. We have already been able to generate interest from the Middle East and the UK buyers and have some enquiry in hand from UAE as well. We are happy to state that we have been able to conclude a contract for a significant quantity of our CTC produce from Romai TE with the most reputed buyer, Taylors of Harrogate - UK at an average which is at par with the last year, in spite of declining trend in the CTC market owing to surplus availability and overall lower quality. We are very hopeful that with progress of the season, we would be able to procure more export orders from Germany, UAE, UK, Iran and Saudi Arabia. However, with the huge increase in the ocean freight charges as against last year, which is likely to go up further as oil becomes expensive, the conclusion of the export contracts would depend upon the buyers' willingness to accept the escalated freight charges and to meet our quotes accordingly. If that does not happen, we would perhaps divert some of our produce, particularly Orthodox for auction sales where buoyancy is expected, owing to the reasons mentioned earlier.

In the CTC segment, we would emphasize on quality produce at our two Estates, Kharikatia and Nagrijuli, and try to procure maximum orders possible from overseas. If that does not happen owing to the reasons mentioned earlier, we would try to get some private contracts with reputed buyers like HUL, Wagh Bakri, etc. to be able to book the price points, in order to avoid volatility in the CTC market trend, that might be witnessed in the coming months, particularly post quality period.

The Indian Tea Industry is faced with a number of issues, some of them are highlighted hereunder.

. Due to the ongoing conflict between Ukraine and Russia, there is a huge supply chain issue and prices of Gas, Oil, Coal, Fertilisers, Chemicals etc. have gone up significantly.

. Imbalance in supply and demand domestically has a direct impact on the Tea prices.

. Climate change and vagaries of nature/extreme weather is effecting the production and Quality.

. Low per capita consumption of Tea.

. Input costs have gone up substantially.

. Increasing production in the STG segment, over supply of average/medium quality of tea.

. Exports dropping in favor of countries like Africa, Nepal, Vietnam etc.

To summarize we see the production being more than the previous year and may be in line with 2019.

CTC prices may not be higher than last year, but the Orthodox prices will be higher than the previous year and in line with the levels in 2019.

Overall, the prices are expected to be higher than last year.

The biggest challenge will be to rein in the escalating costs of Gas, Oil, Coal, Fertilisers, Chemicals and other inputs.

The costs of all inputs particularly fuels, fertilizers have shot up significantly and so also the staff salary. The COP therefore is expected to be higher than last year impacting the profitability adversely which would be offset by the higher crop, prices and improved efficiency.

Rossell Techsys

The Division has recently been declared the winner for providing Electrical Wiring and Interconnect Systems (EWIS) assemblies to the T7-A platform that is expected to be in service for the next 30 years at the least. It is the first digitally designed and manufactured aircraft by Boeing, starting off from a clean sheet. The Division had participated in early stages by a no-cost, no-commitment association to build 6 ship sets for the Engineering and Manufacturing Development (EMD) and Flight Test (FT) platforms for this aircraft. Post this participation, the Division had submitted a bid to supply EWIS parts for this platform for the next 10 years. The Division has been awarded this contract, via a total strategic agreement value in excess of $100M.

The Division has also submitted large size bids to various OEMs. The bids are in excess of $750M for various Boeing commercial aircrafts, Israel Aerospace Industries and Lockheed Martin Platforms. These bids are for EWIS and Electrical Panel Assemblies (EPA) for deliveries over a period of 2024 through 2029. The decision is expected in the next two quarters.

The total confirm purchase contracts are in excess of $50M, and total confirmed strategic agreements in excess of $200M. These contracts are to be executed over the next 5 years.

Change in Nature of Business

During the year, there has been no change in any business and all the Divisions of the Company continue to concentrate on their own business with growth plans in short to medium terms.

As also reported in the previous year, consequent upon the expiry of all related agreements with foreign Original Equipment Manufacturers (OEMs), the Aerotech Services Division of the Company have discontinued its operation and closed down with effect from 1st April, 2021.

Sale and Disposal of Bokakhat Tea Estate

As reported in the previous year, Bokakhat Tea Estate, the smallest Tea Estate of the Company was sold and disposed as a going concern on and from 1st April, 2021. The Profit booked on such sale amounting to ' 658.78 lakhs has been treated as Extraordinary Item and shown accordingly in Profit and Loss Statement.

Thus, the Company is now having 6 (Six) Tea Estates, all located in Assam and on the look out to acquire bigger Tea Estates for the future growth of Rossell Tea Division of the Company.

Directors and Key Managerial Personnel

Upon completion of his first term, the re-appointment of Mr. Krishan Katyal (DIN: 00765487) was made on 21st March, 2022 as an Independent Director of the Company, for a second term of 5 consecutive years with effect from 1st April, 2022, to hold office till 31st March, 2027. The appointment was made by the Board on the recommendation of the Nomination and Remuneration Committee and was approved by the Members of the Company at the Extraordinary General Meeting of the Company held subsequently on 21st April, 2022.

Mr. Ajai Shukla retired from the office of Independent Director of the Company, upon completion of his second term of two consecutive years on 31st March, 2022. Thus, he ceased to be a Director of the Company from 1st April, 2022.

The Board places on record its appreciation for the valuable contribution made to the Company by Mr. Ajai Shukla, during his tenure of as an Independent Director of the Company.

The re-appointment of Mr. H M Gupta (DIN: 00065973) as the Managing Director of the Company designated as Executive Chairman made on 8th February, 2021 by the Board for a further period of 3(three) years commencing from 1st April, 2021 to 31st March, 2024, on the recommendation of the Nomination and Remuneration Committee, was approved by the Members of the Company in the 27th Annual General Meeting held on 9th September, 2021.

The re-appointment of Mr. R M Gupta (DIN: 05259454) as Whole Time Director of the Company made on 8th February, 2021 by the Board for a further period of 3 (three) years commencing from 9th February, 2021 to 8th February, 2024, on recommendation of the Nomination and Remuneration Committee, was approved by the Members of the Company in the 27th Annual General Meeting held on 9th September, 2021.

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

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

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

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

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

c) Mr. R. M. Gupta - Whole Time Director

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March, 2022 are mentioned in Clause 5.3 of the Report on Corporate Governance as well as in the Annual Return of the Company, in the prescribed format, which is available on the website of the Company at https://www.rossellindia.com/investor-information/.

Criteria for determining Qualifications, Positive Attributes, Independence and Other Matters concerning a Director

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

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

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

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

Board and Committee Meetings

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

Independent Director's Declaration

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

Corporate Governance

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

Corporate Social Responsibility

The Company has a Policy on Corporate Social Responsibility (CSR) duly approved by the Board and the same has been hosted on Company's website at www.rossellindia.com/divisions/. The CSR budget for the Financial Year 2021-2022 was prepared in accordance with the provisions of Section 135 (5) of the Act read with the Company's CSR Policy. The amount so budgeted was fully spent on or before 31st March, 2022. The Chief Financial Officer of the Company has certified to the Board in this regard in terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended). A detailed report on CSR Activities/ Initiatives is enclosed as Annexure-2 which forms part of this Report.

Annual Performance Evaluation

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

During the year, the performance evaluation was done at two levels - by the Independent Directors at their separate Meeting as well as by the Board. First, the Independent Directors at their separate Meeting held on 21st March, 2022 reviewed the performance of the Executive Chairman and other Executive Directors with reference to the questionnaire prepared in terms of the Criteria specified by SEBI vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

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

Annual Return & Extracts of Annual Return

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

Vigil Mechanism/ Whistle Blower Policy

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

The detailed policy related to this vigil mechanism is available in the Company's website at www.rossellindia.com/divisions/.

Directors' Responsibility Statement

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

(a) in the preparation of the annual accounts for financial year ended 31st March, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2022 and of the profit of the Company for that period;

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

(d) the Directors had prepared the annual accounts for the Financial Year ended 31st March, 2022 on a 'going concern basis';

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

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

Auditors, their Report and Notes to Financial Statements

M/s. Khandelwal Ray & Co., Chartered Accountants, existing Statutory Auditors of the Company appointed in the 23rd Annual General Meeting of the Company held on 4th August, 2017 for a period of 5 years commencing from the financial year 2017-2018, would retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for a second term of 5 consecutive years commencing from the conclusion of ensuing Annual General Meeting of the Company.

The Audit Committee and the Board at their meeting held on 27th May, 2022 has considered and recommended the re-appointment of M/s. Khandelwal Ray & Co. Chartered Accountants, as Statutory Auditors of the Company for a second term of 5 consecutive years commencing from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting.

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

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

Cost Audit

Pursuant to Section 148 of the Act read with Rule 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to have the audit of its cost accounting records relating to products manufactured by Rossell Tea Division and Rossell Techsys Division. Accordingly, M/s. Shome & Banerjee, Cost Accountants, conducted this audit for the Previous Financial Year ended 31st March, 2021 (Firm Registration No. 000001) and submitted their report to the Central Government on 29th September, 2021.

In terms of Section 148(3) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company has, on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants as the Cost Auditor of the Company for the financial year 2022-2023.

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

Secretarial Audit

In terms of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. A.K. Labh & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2021-2022. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-3 to this report.

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

|Related Party Transactions

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

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

|Loans, Guarantees or Investments

During the year under review, your Company has not granted any inter-corporate loan, neither provided any Guarantee in connection with any loan to any party nor made any investment in terms of the provisions of Section 186 of the Act, except as stated hereunder.

During the year, the Company made the following further investments:

6,634 Preference Shares of USD 1 each in RV Enterprizes Pte. Ltd., Singapore - ' 5.02 lakhs

292 Equity Shares of No Par value in Rossell Techsys Inc., USA, the Wholly Owned Subsidiary - ' 75.06 lakhs

During the year under review, the Company repaid in full the inter-corporate loan taken from BMG Enterprises Ltd (Holding Company) and BMG Investments Pvt. Ltd. in compliance with the provisions of Section 186 of the Act.

Statements of subsidiaries / Joint Ventures

Your Company has formed a Wholly Owned Subsidiary namely Rossell Techsys Inc. in the State of Delaware, USA on 6th August, 2020 for expansion of operation of Rossell Techsys Division of the Company.

The accompanying Note 49 to the Audited Accounts contains detailed financials of the said Subsidiary.

In view of this, Consolidated Financial Statements have also been prepared and forms part of Annual Report of the Company.

Your Company do not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Act.

|Risk Management Policy

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

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

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

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

Remuneration Policy

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

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

Human Resources

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

As of 31st March 2022, the total number of employees for the Aerospace and Defense business, including contract technical staff and consultants, stands at 489. Out of this pool, members directly contributing to revenue are 289. No efforts have been spared to provide the highest levels of safety, security and hygiene to all staff members during the pandemic and to comply with period directives from the Government of India.

Industrial relations at all the units remain satisfactory, your Company employed 5,485 personnel on its permanent roll as on 31st March, 2022 including that of Rossell Techsys Division shown above.

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

Prevention of Sexual Harassment

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

Awards and Recognition

No new award or recognition was received by any of the Divisions of the Company during the year.

Significant and Material Orders passed by the regulators

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

Internal Financial Controls

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit of Rossell Tea Division of the Company are carried out by firms of Chartered Accountants and the Internal Audit of Rossell Techsys Division is conducted by Mazars Business Advisors Private Limited, an International Audit, Tax and Advisory Company. The Audit Committee of the Board looks into Auditor’s review, which is deliberated upon and corrective action taken, wherever required.

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (IEPF)

In compliance with the provisions of Section 124 (5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016, a sum of ' 1,86,830 being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2013-2014 were transferred to IEPF on 22nd September, 2021. The details of the said unclaimed dividend transferred is available at the website of the Company at https://www.rossellindia.com/investor-information/.

Similarly, During the period under review 20,810 Equity Shares pertaining to financial year 2013-2014 have been transferred to IEPF Authorities vide Corporate Action dated 1st October, 2021 in compliance with the provisions of Section 124 of the Act and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and also making an advertisement in the newspapers in this regard. Details of these shares transferred to IEPF are available on the website of the Company at https://www.rossellindia.com/investor-information/.

Deposits

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

[Management Discussion and Analysis

A report on the Management Discussion and Analysis concerning all the business segments of the Company is given as Annexure - 7 to this report.

Business Responsibility Report

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

[Conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

Rossell Tea

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was ' 680.35 lakhs on account of various expenses and ' 7,905.41 lakhs for imports of raw materials, stores as well as capital goods. The total foreign exchange earned was ' 16,976.11 lakhs.

|Material Changes and Commitments

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

|Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016

Your Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2021-2022.

|One-Time Settlement

Your Company has not made any one-time settlement against loans taken from the Banks or Financial Institutions during the financial year 2021-2022.

Acknowledgement

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

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

For and on behalf of the Board Rossell India Limited H.M. Gupta

Pl_{ace :} Delhi Executive Chairman

Date : 27th May, 2022 ^{DIN : 00065973}