To The Members of PIL ITALICA LIFESTYLE LIMITED

The Directors of your Company have pleasure in presenting the Thirtieth (30^th)Annual Report together with the Audited accounts of the Company for the year ended March31 2022.

1. FINANCIAL HIGHLIGHTS

Your Company's performance during the year as compared to the previous year issummarized below:

(Rs. in Lakhs)

2. STATE OF COMPANY’S AFFAIRS

The company is engaged in the manufacturing of plastic moulded furniture materialhandling products and waste management products. During the year the Company earnedRevenue from Operations of Rs. 6775.79 Lakhs as against Rs. 5484.82 Lakhs in correspondingprevious year and earned a net profit of Rs. 251.38 Lakhs. The Company is continuouslylaunching new and innovative products and inspite of Covid -19 effect during firstquarter revenue increased by 23.53 % during this year.

The Company is focusing more on assets light business model . The idea is tocollaborate and leverage the opportunities already available in the market which has comeabout due to the adverse economic situation.

The company is using its funds for rapid expansion of the distribution network in newgeographies new product development new product portfolio and more effective supplychain network .

During the year company launched various new and innovative products in its Tableseries oxy series luxury series stool and patla series storage series . Company isalso launching wooden products in coming days.

In table series a strong and high quality plastic centre table model no. 9511 . In oxyseries model no.5205 a fully ventilated without arm chair Model no. 5214 a fullyventilated with arm chair model no. 5223 and 5226 baby chairs . model no. 9704 and 9712in stool and Patla series and model no. 61046105 6106 cup boards in storage series anddust bin model no. 4010 in waste management product launched. Further company will launchinnovative new products in its plastic moulded furniture division and in material handlingproduct division in coming months.

3. DIVIDEND

Keeping in view the requirement of funds for future expansions your directors do notrecommend any dividend for the year ended on March 31 2022.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March 2022 stood at Rs.2350.00 Lakhs comprising of 235000000 shares of Re. 1/- each. The Company has notissued any further shares during the year.

5. LISTING OF SHARES

The Equity Shares of the Company are listed on National Stock Exchange of India Ltd.Exchange Plaza C-1 Block G Bandra Kurla Complex Bandra (E) Mumbai – 400 051 andBSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001 and the listing feefor the Financial Year 2022-2023 has been paid.

6. CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the Company to whichthe financial statement relates and the date of report.

8. EXPORTS

There were no exports in the financial year 2021-22 .

9. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the financial year 2021-22.

10. DEPOSITS

The Company has not accepted any deposit falling within the purview of provisions ofSection 73 of the Companies Act 2013 ("the Act") read with the Companies(Acceptance of Deposit) Rules 2014 during the year under review.

11. PARTICULARS OF LOANS GUARANTEE AND

INVESTMENTS UNDER SECTION 186

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.

12. PARTICULARSOFCONTRACTSORARRANGEMENTS

WITH RELATED PARTIES

The Company has not entered into any contract or arrangement with any person includingpersons covered under sub – section (1) of section 188 of the Companies Act 2013.The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the Company’s website: www.italica.com.

13. ANNUAL RETURN

The extract of annual return of the Company is placed on the website of the companywww.italica.com and can be accessed from the following weblink:https://italica.com/wp-content/ uploads/2021/10/AnnualReport2021.pdf

14. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2021-2022 the Board met Six (06) times held on 03.05.202109.07.2021 18.08.2021 22.10.2021 21.01.2022 and 14.03.2022.

15 . COMMITTEE OF BOARD OF DIRECTORS

As on 31 March 2022 the Board has 4 Committees namely the Audit Committee theNomination and Remuneration Committee and Stakeholders Relationship Committee RiskManagement Committee. A detailed note on the Composition of the Board and its Committeesand other relevant details is provided in the report on Corporate Governance annexed tothis report.

16. DETAILS OF SUBSIDIARY JOINT VENTURE OR

ASSOCIATE

As on March 31 2022 the Company does not have any subsidiary joint venture orassociate.

17. RISK MANAGEMENT

The Company believes that managing risks helps in maximizing returns. A risk managementPolicy have been developed and implemented by the company for identification of elementsof risk if any which in opinion of board may threaten the existence of the company. Itaims to identify commodity prices Price fluctuation of raw material and finished goodsCredit Risks inflation Strategic Risks etc. The effectiveness of risk managementframework and system is periodically reviewed by Board of Directors of the company.However in the opinion of Board none of the above-mentioned risks threaten the existenceof the company.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and in terms of the Articles ofAssociation of the Company Mr. Narendra Bhanawat Whole Time Director (DIN: 00146824)retires by rotation at the 30^th Annual General Meeting and being eligibleoffers himself for re-appointment. And Mr. Magan Lal Sharma (DIN-00250883) IndependentDirector whose two consecutive term is expiring on 30th JUNE 2022 hence cannot bereappointed.

Board appointed Mr. Himanshu S. Gupta (DIN- 09607045) as additional IndependentDirector w.e.f. 21/05/2022 for a period of five years subject to approval by shareholderin ensuing Annual General Meeting.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 thedirectors to the best oftheir knowledge and belief confirm that:

a) in the preparation of the annual accounts the applicable Indian accountingstandards had been followed along with proper explanation relating to the materialdepartures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down Internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

20. INDEPENDENT DIRECTORS AND THEIR MEETING

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (‘the Listing Regulations’). In the opinion of the Board they fulfill theconditions of independence as specified in the Act and the Listing Regulations and areindependent of the management.

All the Independent Directors (except Mr. Magan Lal Sharma – Exempted from IICAexam) have successfully cleared their online proficiency examination conducted by IICAand have submitted their renewal registration certificates to the Company confirming thatthey have already registered their names with the data bank maintained by the IndianInstitute of Corporate

Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under therelevant rules.

During the year under review a separate meeting of the Independent Directors of theCompany was held on March 14 2022 without the presence of other Directors and members ofManagement. The Independent Directors reviewed the performance of Non-IndependentDirectors and the Board as a whole performance of Chairperson of the Company and assessedthe quality quantity and timelines of flow of information between the Company managementand the Board.

21. STATUTORY AUDITORS

M/s. AKM & Associates Chartered Accountants firm (Firm Registration No.011616C)were appointed as Statutory Auditors of the Company at the 29th Annual General Meetingheld on June 24 2021 to hold office till the conclusion of the 34^thAnnualGeneral Meeting held in the year 2026-27. M/s. AKM & Associates has confirmed thatthey are not disqualified from continuing as Auditors of the Company. The StatutoryAuditors have issued an unmodified opinion on the financial statements for the financialyear ended March 31 2022. The observations made in the Auditors’ Report readtogether with relevant notes thereon are self-explanatory and hence do not call for anyfurther explanations or comments by the Board under Section 134 of the Act.

22. QUALIFICATION IN THE AUDITORS’ REPORT -

BOARD’S COMMENTS OR EXPLANATION

The Auditors’ Report does not contain any qualification reservation or adverseremark or disclaimer.

23. SECRETERIAL AUDITORS AND THEIR REPORT

The secretarial audit report given by M/s P. Talesara & Associates PracticingCompany Secretary under the provisions of Section 204 of the Companies Act 2013 for theFinancial Year 2021-22 does not contain any qualification reservation or adverse remark.The secretarial audit report is provided as Annexure A forming part of this report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Management Discussion and Analysis Report is presented as a separate section as Annexure Bforming part of annual report.

25. COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audit) Amendment Rules 2014 appointment of cost auditor is not applicable to thecompany.

Hence maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is not required.

26. CEO/CFO CERTIFICATE

Chief Executive Officer and Chief Financial Officer compliance certificate asstipulated under Regulation 17(8) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) isannexed in this report.

27. PARTICULARS OF CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to Section 134 of theCompanies Act 2013 are as follows :

A. CONSERVATION OF ENERGY

Your company is continuously engaged in the process of energy conservation and iscontinuously putting its efforts to improve energy management by way of monitoring energyrelated parameters on regular basis.

To achieve the above objective the following steps are taken to cut down theconsumption of energy:

Installation of Energy Efficient Equipment / Device.

Creating awareness of energy saving within the organization to avoid wastage of energy.

R&D Activities and Adopting new Technology.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption:

Continuously monitoring the production patterns and inclusion of new tested technologyproducts.

Constantly striving towards developing of new designs and products.

Investing in new technology of moulds and machinery.

(ii) Benefits derived as a result of the above efforts:

Increase in the production along with the improvement in quality.

New and Innovative designed products.

New designed products are also catching attention of the export market.

(iii) The company has not imported any technology during the year under review and alsothe expenditure incurred on Research and Development activity is insignificant.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earning and outgo in foreign exchange during the year.

28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company does not qualify under the provisions of Section 135 of the Companies Act2013.

29. NOMINATION AND REMUNERATION POLICY

The Company has in place the Nomination and Remuneration Committee. The Company hasformulated the Nomination and Remuneration Policy on Directors Key Managerial personneland Senior Management Personnel their appointment and remuneration including the criteriafor determining qualifications positive attributes and independence of director. TheRemuneration Policy is placed on the website of the Company www.italica.com under InvestorRelation section and is also annexed as Annexure C.

30. CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under Regulation 34(3) read with ParaC of Schedule V of the Listing Regulations is annexed as Annexure D.

31. ANNUAL PERFORMANCE EVALUATION

During the year under review pursuant to the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an Annual Performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its various Committees. Aseparate meeting was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board at its meeting following the meeting ofIndependent Directors.

32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. from time to time. The Company makes consistentefforts to acquaint the Board with the overall business performance covering all Businessverticals by way of presenting specific performance of each Plant (based on predefinedfactory rating parameters) Product Category and Corporate Function from time to time.Details of familiarization program to company’s independent directors can be accessedat the company’s website www.italica.com under policy head.

33. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The code of conduct and Vigil Mechanism applicable to directors and senior managementof the company is available on the company’s website at www.italica.com.

34. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL

None of the employees was in receipt of remuneration excess of the limits prescribedunder rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

Details pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given below:

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT

OF WOMEN AT THE WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

36. DEPOSITORY SYSTEM

The Company has already entered into agreements with both the depositories i.e.National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL).

37. INTERNAL FINANCIAL CONTROL

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company. Based on the reportof internal audit function the Company undertakes corrective action in their respectiveareas and thereby strengthen the controls.

Significant audit observations and recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board. During the year such controlswere tested and no reportable material weaknesses in the design or operation wereobserved.

38. COMPLIANCE WITH SECRETARIAL STANDARDS ON

BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

39. FRAUDS AGAINST THE COMPANY

The auditors have not reported frauds under sub-section (12) of section 143 of theCompanies Act 2013.

40. GENERAL

Your directors state that no disclosure on reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Issue of Equity Shares with differential voting rights as to dividend voting orotherwise.

b) Business Responsibility Statement

c) Issue of shares (including sweat equity shares) to employees of the company underany scheme.

d) No significant and material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and company’s operations in future.

41. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance and co-operationreceived from various Ministries and Department of Government of India and other StateGovernments financial institutions banks shareholders of the Company etc.

The management would also like to express great appreciation for the commitment andcontribution of its employees for their committed services. Your Directors wish to placeon record their sincere appreciation for the dedicated efforts and consistent contributionmade by the employees at all levels to ensure that the Company continues to grow andexcel.