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Rain Industries Ltd.

BSE: 500339 Sector: Others
NSE: RAIN ISIN Code: INE855B01025
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OPEN 151.90
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VOLUME 97343
52-Week high 272.90
52-Week low 128.65
P/E 173.71
Mkt Cap.(Rs cr) 5,200
Buy Price 154.60
Buy Qty 109.00
Sell Price 154.70
Sell Qty 101.00
OPEN 151.90
CLOSE 150.50
VOLUME 97343
52-Week high 272.90
52-Week low 128.65
P/E 173.71
Mkt Cap.(Rs cr) 5,200
Buy Price 154.60
Buy Qty 109.00
Sell Price 154.70
Sell Qty 101.00

Rain Industries Ltd. (RAIN) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 47th Annual Report and theAudited Financial Statements (standalone and consolidated) for the Financial Year endedDecember 31 2021

FINANCIAL RESULTS

A) Standalone

The Standalone performance for the Financial Year ended December 31 2021 is as under:

The Financial Summary

Particulars December 312021 December 312020
1 Revenue from operations 535.47 476.25
2 Profit before finance cost depreciation and tax expense 478.00 474.25
3 Finance Cost 80.95 121.39
4 Profit before depreciation and tax expense 397.05 352.86
5 Depreciation and amortisation expense 6.23 6.43
6 Profit before Tax Expense 390.82 346.43
7 Tax Expense 79.18 73.41
8 Profit After Tax Expense 311.64 273.02
9 Add: Surplus at the beginning of the year 509.12 599.75
10 Total Available for appropriation 820.76 872.77
Appropriations:
11 Dividend including taxes 336.35 336.35
12 Transfer to general reserve 31.16 27.30
13 Surplus carried to Balance Sheet 453.25 509.12

B) Consolidated

The Consolidated performance for the Financial Year ended December 31 2021 is asunder:

The Financial Summary

(Rs in million)

Particulars December 312021 December 312020
1 Revenue from operations 145267.82 104646.93
2 Profit before finance cost depreciation and amortisation expense impairment loss share of (loss)/profit of associates and tax expense 25708.39 21327.01
3 Finance cost 4789.14 4905.43
4 Profit before depreciation and amortisation expense impairment loss share of (loss)/profit of associates and tax expense 20919.25 16421.58
5 Depreciation and amortisation expense 7981.53 7917.17
6 Profit before impairment loss share of (loss)/profit of associates and tax expense 12937.72 8504.41
7 Impairment loss 168.07 0.00
8 Profit before share of (loss)/profit of associates and tax expenses 12769.65 8504.41
9 Share of profit/(loss) of associates (net of income tax) (5.45) 5.46
10 Profit before tax expense 12764.20 8509.87
11 Tax expense 5828.79 2627.56
12 Profit after tax expense 6935.41 5882.31
(Rs in million)
Particulars December 312021 December 31 2020
13 Non-controlling interests 1133.83 300.64
14 Profit after tax expense after non-controlling interests 5801.58 5581.67
15 Add: Surplus at the beginning of the year 51296.55 46513.90
16 Total Available for appropriation 57098.13 52095.57
Appropriations:
17 Dividend including taxes 336.35 336.35
18 Transfer to general reserve 31.16 27.30
19 Impact on account of sale of subsidiaries 0.00 435.37
20 Surplus carried to the Balance Sheet 56730.62 51296.55

State of the CompanyRss Affairs

During the year under review the Company achieved revenue of Rs 535 million and netprofit of Rs 312 million on a standalone basis. During the same period the consolidatedrevenue was Rs 145268 million and net profit was Rs 5802 million.

The global economy rebounded after the significant impact of Coronavirus (COVID-19)pandemic in 2020. Beginning 2021 pent-up demand resulted in robust sales of nearly allour products helping us in generating strong revenues and EBITDA. However by end of theyear new challenges emergec including whether an overtaxed global supply chain could keepup with rising demand and our ability to source key raw materials such as green petroleumcoke and coal tar pitch in an increasingly tight market. Also during the year we haveseen soaring energy costs in Europe which impacted our performance to some extent.However we have implemented proactive measures to minimise the risk to our productionfacilities in the western Europe in the event that the Russia- Ukraine conflict disruptsnatural gas flows. We have also responded to high energy prices by hedging a good portionof our natural gas contracts into the second quarter and we are pursuing measures toreduce the energy intensity of our plants and preserve the margins in our business inthese extreme conditions.

BUSINESS OUTLOOK Cautionary Statement

RAIN Industries Limited along with its subsidiary companies in India and abroad aretogether referred to as "RAIN Group" or "the Company".

Statements in this business outlook describing RAIN GroupRss estimates and expectationsmay be forward-looking statements. Actual results may differ materially from thoseexpressed or implied. Important factors that could impact RAIN GroupRss operations includeeconomic conditions affecting demand and supply for the products manufactured by RAINGroup; price conditions in the domestic and overseas markets in which RAIN Group operates;changes in government regulations tax laws and statutes; and other incidental factors.

Overview

RAIN Group is one of the worldRss largest producers of calcined petroleum coke and coaltar pitch. The Company operates in three key business verticals: Carbon AdvancedMaterials and Cement. RAIN Group has 16 manufacturing facilities in seven countries acrossthree continents and continues to grow through capacity expansions and mergers andacquisitions throughout the world across all business segments.

Our Carbon business segment converts the by-products of oil refining (i.e. greenpetroleum coke or "GPC") and metallurgical coke production (i.e. coal tar) intohigh-value carbon-based products [i.e. calcined petroleum coke (or "CPC") coaltar pitch (or "CTP") and other carbon products (or "OCP")] that arecritical raw materials for the aluminium graphite carbon black wood preservationtitanium dioxide refractory and other global industries.

Our Advanced Materials business segment carries out the innovative downstreamtransformation of a portion of our carbon output petrochemicals and other raw materialsinto high-value materials that are critical to the specialty chemicals coatingsconstruction automotive petroleum energy storage and other global industries.

Our Cement business segment produces high-quality ordinary portland cement (or"OPC") and portland pozzolana cement (or "PPC") consumed largely bythe civil construction and infrastructure industries within South India.

Our scale and process sophistication provide us the flexibility to capitalise on marketopportunities by selecting raw materials from a wide range of sources across variousgeographies adjusting the composition of our product mix and producing products that meetstringent customer specifications including several specialty products.

Our global manufacturing footprint and our integrated worldwide logistics network havestrategically positioned us to capitalise on market opportunities by addressing rawmaterial supply and product demand on a global basis in both established (mainly NorthAmerica and Europe) and emerging markets (mainly Asia and the Middle East).

Revenue and operating profit contributions from our three business segments for theyear 2021 are as follows:

1. Carbon

Our Carbon business segment consists of calcined petroleum coke ("CPC") coaltar pitch ("CTP") and derivates of coal tar distillation including carbon blackoil creosote oil naphthalene oil other aromatic oils and co-generated energy fromwaste-heat recovery.

This segment contributed approximately 68% of the consolidated revenue of RAIN Groupfor CY 2021.

The Carbon business converts the by-products of oil refining and metallurgical cokeproduction into high- value carbon-based products that are crucial for the manufacturingof aluminium graphite carbon black wood preservation titanium dioxide refractory andother global industries.

Environment-friendly and energy-efficient practices have made RAIN GroupRss Carbonbusiness highly efficient and sustainable. The Carbon business co-generates energy at fourcalcined petroleum coke plants with a combined power generation capacity of approximately112 MW. Further the Company has made substantial investments in flue-gas desulphurisation("FGD") to reduce emissions at its Carbon segmentRss plants in India and in theUnited States. These strategic investments give RAIN Group a competitive advantage in theCPC industry and play a critical role in our sustainability efforts.

1.1. Calcined Petroleum Coke ("CPC")

RAIN Group carries on the business of manufacturing and selling of CPC through itswholly owned subsidiaries in India and the USA. RAIN Group has six CPC manufacturingplants in the United States and two in India with an aggregate production capacity ofapproximately 2.4 million tonnes per annum. During the year RAIN Group commenced theoperations of its greenfield CPC plant with a capacity of 0.37 million tonnes per annumusing vertical-shaft technology in the Andhra Pradesh Special Economic ZoneVisakhapatnam India. Adding this vertical-shaft technology to the portfolio will allowthe CPC business to offer its customers a wider range of quality options to meet their CPCrequirements.

CPC is produced from GPC a granular black solid that is a by-product of the crude-oilrefining process through a process known as "calcining". This process removesmoisture and volatile matter from the GPC at a very high temperature.

CPC is produced in two primary qualities:

(i) anode-grade CPC (a raw material essential to the aluminium smelting process) and

(ii) i ndustrial-grade CPC (for use in the manufacturing of titanium dioxide and otherindustrial applications).

Anode-grade CPC represents approximately 78% of global CPC production andindustrial-grade CPC represents the remaining 22%. For every tonne of primary aluminiumproduced approximately 0.4 tonnes of CPC is required.

Worldwide CPC production for CY 2021 was about 30 million tonnes 77% of which wasproduced in China and North America comprising 63% of global demand. China continues toplay a dominant role in the CPC industry and its share of the worldRss CPC production isestimated to remain at 55-60% in the near term. China and North

America will maintain a positive surplus. Due to a large gap between production anddemand in the Middle East Asian calciners are expected to increase their focus on theregion for the surplus capacity.

As per recent industry estimates worldwide demand for CPC aggregated reached 29.9million tonnes in 2021 and it is expected to grow to 31.8 million tonnes by 2025representing a CAGR of 1.5%. Worldwide production of CPC aggregated to 30 million tonnesin 2021 and it is expected to grow to 32 million tonnes by 2025 representing a CAGR of1.6%.

At the same time the availability of high-quality raw materials continues to be achallenge - especially low- sulphur anode-grade GPC for our calcination business.Aluminium smelters understand that this situation is not likely to improve and RAINcontinues working closely with them to find ways to adapt to relaxed specifications to themaximum extent possible. In terms of GPC pricing decreased Chinese GPC production hasprompted China to import more GPC triggering increased competition and higher costs onthe seaborne market. We will be watching the Chinese production and energy situationwhich could continue to experience volatility well into 2022.

During 2022 we also expect that our new vertical-shaft calciner and anhydrous carbonpellet (ACP) production facilities will start contributing to our performance. In late2021 CPC production at the vertical-shaft calciner began to ramp up and we are preparingto export our first shipment of shaft CPC during the first half of 2022. Looking ahead wecontinue to work with Indian authorities to secure a GPC import allocation for thevertical-shaft calciner.

In terms of ACP we believe that this proprietary and value-added calcinable producthas a promising future thanks to its energy-savings and emissions- reduction potential aswell as its ability to improve our GPC utilisation. At the same time we recognise thatcommercialisation of this new product will be a process and we expect to complete thecommercialisation during CY 2022.

Threats & Challenges - CPC

The main on-going threat for the CPC industry remains the availability ofsuitable-quality GPC. GPC is a byproduct of the oil refining process and is not producedto meet the supply needs or quality specifications of CPC or aluminium producers. Changesin the economics of processing sour crudes over the past 15-20 years have resulted in atrend towards refining more sour crudes. While petroleum refineries continue to buildrefining capacity (and therefore indirectly increase GPC production) the global supplyof traditional anode-grade GPC is expected to grow at a slower pace as refineries areprocessing more sour crude which results in the production of lower-quality (fuel-grade)GPC. Thus global CPC producers have experienced and may continue to experience adecline in the availability of high-quality anode-grade GPC. In addition the globaltransition to electric vehicles could result in reduced demand for gasoline therebyimpacting the amount of available GPC regardless of quality.

CPC quality directly influences anode quality in the performance of aluminium smelters.To meet the aluminium industryRss demand for consistent quality of anode-grade CPC RAINGroup works closely with smelters to expand existing quality specifications allowing theuse of more non-traditional anode coke ("NTAC") in blends for the production ofanode-grade CPC without compromising on quality. RAIN GroupRss patented Isotropic CokeExperiment ("ICE") technology is one method of utilising grades of GPCpreviously not considered acceptable to produce anode-grade CPC.

Our proprietary ACP is another product innovation to address the expected futureshortfall in availability of anode-grade GPC.

It is expected that India will continue to lead CPC demand growth in the world(excluding China) as a result of capacity expansions by major aluminium producers in thecountry over next few years.

With the restrictions on the import of GPC by calciners and on the import of CPC byaluminium smelters capped at 1.40 million tonnes per annum and 0.50 million tonnes perannum respectively by the HonRsble Supreme Court of India the additional requirement ofboth calciners and smelters will have to be met from domestic supplies within India.Further the HonRsble Supreme Court of India has also directed the Ministry of Environmentto finalise the standards of emissions from calciners.

While the MarcRs 2020 issuance of the standards was delayed due to the pandemic RAINGroup - with its flue-gas desulphurisation systems at its existing calciner inVisakhapatnam and the new vertical-shaft calciner is well prepared to meet the emissionstandards to be announced by the Ministry of Environment.

1.2. Coal Tar Pitch ("CTP") and Other Carbon Products

RAIN Group operates four coal tar distillation facilities in Belgium Canada Germanyand Russia with an aggregate primary coal tar distillation capacity of approximately 1.3million tonnes per annum. Coal tar

distillation is carried out in Belgium Canada and Germany through wholly ownedsubsidiaries and coal tar distillatior is carried out in Russia through a joint venture.

Coal tar is a liquid by-product derived from the conversion of coal into metallurgicalcoke. During this conversion approximately 80% of the coal volume is processed intometallurgical coke. Metallurgical coke is an important reducing agent and energy source inblast furnaces that produce pig iron and steel. Consequently the supply of coal tar iscorrelated to pig iron production which in turn is driven by steel production. For 2022is expected that Asia (including 69% from China) will contribute 83% of total global pigiron production and Europe (including 4% from Russia) will contribute about 7%.

Every tonne of metallurgical coke produced yields on average 0.04 tonnes of coal tarby-product. Coal tar is the main raw material in the coal tar distillation process Thecoal tar distillation process can be categorised into two stages: (i) primary coal tardistillation ("primary distillation") and (ii) downstream processing of selectedproducts of primary distillation into co-generated refined products("downstream"). With a distillation yielc of approximately 48% CTP is the mainend-product in the coal tar distillation business and therefore crucial for its growth.Coal tar distillation also yields naphthalene oil (approximately 12%) and aromatic oils(approximately 40%).

Coal Tar Pitch:

As per recent industry estimates global demand for CTP aggregated to approximately 7.5million tonnes in CY 2021. This is expected to grow to approximately 8.3 million tonnes byCY 2025 representing an CAGR of 2.4%. Global production of CTP aggregated toapproximately 7.6 million tonnes in CY 2021 and is expected to grow to approximately 8.4million tonnes by CY 2025 representing a CAGR of 2.5%.

Geographically CTP production is led by China followed by Europe and other Asiacountries with these three markets having an estimated aggregated share of 93% during CY2021.

Seventy-one percent of the worldRss CTP production is used as an essential raw materialrequired to produce carbon anodes for aluminium smelting. For every tonne of primaryaluminium produced approximately 0.1 tonne of CTP is required. Therefore production ofprimary aluminium is an important determinant of demand for CTP. The second-largest CTPend-user consuming approximately 10% of global production are graphite electrodeproducers. Graphite electrodes are used in the manufacturing of steel silicon metalalloys and other key global materials using electric arc furnaces. Elsewhere demand forCTP is increasing as a key component in the production of lithium-ion batteries and solarpanels.

The aluminium industry is the largest consumer of calcined petroleum coke and coal tarpitch. Global demand for primary aluminium aggregated to approximately 68.1 million tonnesin CY 2021 and is expected to grow to approximately 73.2 million tonnes by CY 2025representing a CAGR of 1.8%. Global production of primary aluminium aggregated to 66.9million tonnes in CY 2021 and is expected to grow to approximately to 74.2 million tonnesby CY 2025.

Of the total production of CY 2021 it is estimated that 57% was from China 12% fromEurope (including Russia) and 6% from North America. Production of primary aluminium isgrowing in Asia (excluding China) and the Middle East and these two markets contributed8% and 10% of global primary aluminium production during CY 2021.

The demand for aluminium is expected to be driven by electrical conductorsconstruction increased usage in automobiles and significant growth in the packagingindustry.

Aluminium continues to chip away at steelRss position as the metal of choice for theautomotive industry. Due to more stringent regulations and societal pressure to improvefuel economy automobile manufacturers are increasing their use of lighter materials suchas aluminium for the structural shell of vehicles as well as closing panels such as thehood trunk and doors. Aluminium producers will continue to innovate with new alloys andproduction processes to meet the automotive industryRss demand.

Other Carbon Products (Naphthalene and other Aromatic Oils):

Naphthalene is used both in the production of dispersants by the construction industryand as superplasticisers to produce concrete and gypsum. Therefore demand for naphthaleneis correlated to construction industry activity.

Naphthalene is also used in the production of phthalic anhydride (PA) as a substitutefor ortho-xylene as it is more cost-effective. Phthalic anhydride is used in themanufacturing of plastics polyester resins and alkyd resins. Additionally phthalateesters made from phthalic anhydride are used as plasticisers in the production of severalPVC products. RAIN GroupRss Advanced Materials segment produces phthalic anhydride and amajority of the raw material (naphthalene) is supplied internally. In addition the wasteheat generated by the CompanyRss exothermic PA production process is captured andconverted into steam for in-house use as a sustainable alternative to generating steamfrom additional fossil fuels.

Aromatic oils such as creosote oil and carbon black oil are sold to a variety ofindustries. Creosote oil is used by the wood-treatment industry for the impregnation andpreservation of wood. The majority of this production is sold to the North American marketas the European market has seen decreased demand due to environmental restrictions.

Carbon black oil is primarily sold to the carbon black industry which produces carbonblack for the tyre and rubber industries. Therefore demand for our carbon black oil isdependent on these end industries.

After industrial processing the downstream products made from naphthalene and aromaticoils such as phthalic anhydride and toluene form indispensable constituents of manyarticles of daily life. For example they are used as key raw materials in the leatherconstruction car tyres and pharmaceutical industries.

Threats & Challenges - CTP and Other Carbon Products

The main threat to the distillation business remains the on-going availability ofreliable quantities of coal tar from the steel industry. With approximately 10% of globalcoal tar production coming from the EURss 27 countries the regionRss supply of coal tarmeets most of the coal tar requirements for RAIN GroupRss distillation operations whichare located predominantly in Europe.

Steel production using electric arc furnaces is becoming more prevalent due to variousfactors including its superior technology and lower emissions compared to traditionalblast furnaces. As a result coal tar production is limited to the existing capacities ofmetallurgical coke ovens. RAIN Group strengthened its coal tar sourcing through itsRussian joint venture. With ~5% of global coal tar production Russia contributessignificantly to coal tar supply in the region.

Although the aluminium industry has experienced production and consumption growth on along-term basis there may continue to be cyclical periods of weak demand that couldresult in decreased primary aluminium production. RAIN GroupRss sales have historicallydeclined during such cyclical periods of weak global demand for aluminium.

Research and development is being conducted by certain smelters to produce carbon-freealuminium for reducing emission of greenhouse gases through the use of inert anodes whichwould replace traditional carbon anodes. However the ability to retrofit such technologyby existing aluminium smelters and the cost of producing aluminium using inert anodes areyet to be established. For example the energy consumption for an inert anode cell wouldincrease by 15-20% compared to a carbon anode cell. Given that substantial quantities ofgreenhouse gases are released in the generation of electricity consumed in aluminiumsmelting anything that increases energy consumption has the potential to significantlyincrease greenhouse gas emissions. More than 60% of aluminium smelters across the worldtoday use electricity generated from coal-fired power plants and such smelters do not aimto produce carbon-free aluminium as it would be difficult for them to find alternativesources of carbon- free electricity.

Increasing demand from traditional end customers as well as demand from more recentapplications such as lithium-ion batteries and solar panels are gradually tightening theglobal balance for supply of CTP. In the event of future coal tar and CTP shortagespetroleum pitch would be the most reliable alternative for the aluminium industry as itcan be blended with coal tar pitch for preparing the carbon anodes.

Naphthalene and aromatic oils (other by-products in primary distillation) are subjectto the demand and supply dynamics of the construction and automotive industries andchanges in prices of correlated commodities. Any decrease in prices of fuel oil andortho-xylene could reduce margins and competitiveness of naphthalene and aromatic oils.

1.3. Co-generated Energy

RAIN Group is committed to environmental compliance at all of its facilities. As partof this commitment RAIN Group has made significant investments in waste-heat recovery("WHR") systems primarily in the Carbon segment at its CPC plants andadditionally in the Advanced Materials and Cement segments. RAIN Group co-generates energythrough waste heat recovered in the calcining process. Currently RAIN Group hasco-generation energy plants at four Carbon segment CPC plants with an aggregate capacityof 112 MW.

The operation of these waste-heat recovery units reduces greenhouse gas emissions byoffsetting the use of fossil fuels that otherwise would be required to produce anequivalent amount of energy. This significantly reduces RAIN GroupRss carbon footprint.

As further evidence of RAIN GroupRss commitment to the environment and sustainabilityit has made substantial investments in flue-gas desulfurisation at its CPC plants in Indiaand USA to significantly reduce the emission of sulphur dioxide to meet all regulatoryrequirements for air- quality standards.

Threats & Challenges - Energy

Energy production from CPC production is proportional to the waste heat produced duringcalcination process. The output is subject to the volume and quality of raw material beingprocessed in calcination. Any decrease in capacity utilisation in calcination or change inraw material quality will directly influence the generation of energy. A substantial partof the energy produced is sold to external customers for industrial use.

Availability of alternate economical sources of energy such as solar energy to theseindustries in the future could cause a reduction in sales of energy by RAIN Group.

A trend of declining tariffs in India continues to impact revenues from the sale ofenergy. Part of the energy generated at our CPC plants as well as our phthalic anhydrideand cement operations is captively used to power those operations mitigating the risk ofdeclining energy tariffs. Energy revenues in USA are less subject to fluctuations as muchof these sales are under long-term agreements with fixed prices.

2. Advanced Materials

RAIN Group is a global leader in the production of advanced materials through theinnovative downstream transformation of a portion of our carbon output petrochemicals andother raw materials into high-value materials that are critical to the specialtychemicals coatings construction automotive petroleum and other global industries. RAINGroup operates advanced materials production facilities in Belgium Germany and Poland.

RAIN Group produces 0.65 million tonnes of advanced materials product per annum. Itsproducts have applications ranging from rubber tyres to adhesive and from energy storageto pharmaceutical products. To expand and diversify the segment RAIN Group now operates ahydrogenated hydrocarbon resins ("HHCR") plant at its integrated coal tar andpetrochemical site in Castrop-Rauxel Germany with an initial capacity of 30000 tonnes.This plant will produce various advanced resin products with full flexibility ofoperations using special proprietary and patented technology of RAIN Group.

RAIN Group produces advanced materials in two parallel production processes:

• Downstream processing and refining of aromatic distillates

• Petroleum derivatives such as C9 and C10 which serve as raw materials for theproduction of a range of advanced material products

About 23% of RAIN GroupRss consolidated revenue for CY 2021 was from this segment. TheAdvanced Materials business can be classified broadly into three sub-product categories:engineered products chemical intermediates and resins.

2.1. Engineered Products

RAIN GroupRss innovative CARBORES? binder an engineered pitch product combines theadvantages of coal tar pitch products and phenolic resins. Coal tar pitch containspolycyclic aromatic hydrocarbons (PAHs) that require special safety precautions during itsuse. CARBORES? is a substitute binder used in carbon- containing refractory products andgraphite products created with reduced concentration of PAHs. While designed forrefractory products the property profile of CARBORES? also allows it to be substitutedfor standard coal tar pitch in other applications.

The CompanyRss portfolio of engineered products also includes PETRORES? which is usedin specialty applications such as lithium-ion batteries and energy storage. PETRORES? isproduced by further processing petroleum tar which we procure from refineries.

2.2. Chemical Intermediates

Our main chemical intermediates are BTX products — benzene toluene and xylene— and phthalic anhydride. BTX is produced from the secondary distillation of crudebenzene a liquid by-product derived during the conversion of coal into metallurgical cokeused for pig iron and steel production. Substantially all of the crude benzene we use asraw material is procured from third parties. Benzene toluene and crude xylene arecritical inputs for several chemical-based substances including solvents for inks andpaints. Our main naphthalene derivative product is phthalic anhydride (PA) which is usedin construction plastics and as specialty chemicals in other industries.

2.3. Resins

RAIN Group manufactures aromatic hydrocarbon resins and hydrogenated hydrocarbon resinproducts based on either petrochemical or coal tar distillate raw materials.

Coal tar-based resins are used primarily for applications in coatings and rubber tyreswhile petrochemical- based resins are used primarily for applications in adhesives andprinting inks. The Company recently introduced a family of colourless resins used incolour-sensitive applications such as tape and book bindings.

The Company also produces phenolics which are used for applications in leathertreatment electric wire enamels and pharmaceuticals.

Outlook

In 2022 we expect to benefit from continued strong demand for our CARBORES?engineered product which is used in refractory and graphite products as well as ourPETRORES? specialty coating for lithium-ion batteries.

In 2022 we are looking for an incremental production of both products thanks to therecent completion of a strategic project to convert one of our units in Europe to producePETRORES? which will enable us to meet the increasing demand.

We also anticipate that sales volumes of the rest of our Advanced Materials productswill remain strong and we are ready to meet that demand as a result of late 2021maintenance outages at our BTX and PA production facilities that will provide increasedoperational capacity and reliability.

A particular focus in the coming year will be on optimising the productivity of ourHHCR facility. The second half of 2020 was devoted to providing customers with our newRswater-whiteRs resins for technical evaluation and confirmation. Then much of early 2021was spent stabilising the plant which allowed us to operate the facility at approximately40% during the second half of 2021. During the fourth quarter we also found anopportunity to upgrade the productivity and reliability of the plant by replacing thereactors with equipment based on a much simpler design. These new reactors will eliminateunnecessary production bottlenecks and reduce the need for future maintenance outagespositioning the plant to operate at 75% capacity utilisation by the end of 2022.

As with the Carbon distillation business this segment faces the continued challenge ofcoal tar availability and rising cost for the raw material. Moreover soaring energyprices in Europe could remain an issue in the near term as process of these segmentproducts are more energy intensive compared to our distillation products. In response weare pursuing measures to reduce the energy intensity of our plants and preserve themargins in our business to the extent possible in these extreme conditions.

Threats & Challenges - Advanced Materials

Key threats to RAIN GroupRss Advanced Materials business are volatility in commodityprices and Chinese competition. The price of benzene C9 and C10 fractions largely dependon the price of crude and fuel oil. Tariffs implemented by the United States have causedChinese products to compete in the European market. We expect this to continue until acomprehensive trade agreement between the two countries is finalised.

RAIN Group tries to mitigate its pricing and procurement risks through an integratedglobal management of sales and procurement optimised processes and long-term agreementswith suppliers to ensure reliable sourcing of raw materials.

The quarterly operating results fluctuate due to a variety of factors that are outsideour control including inclement weather conditions which in the past have affectedoperating results. Historically our operating results have been lower in the first andfourth quarters as compared to the second and third quarters due in part to theseasonality of certain products sold in Europe and North America that are not in highdemand in cold weather. We are working to pass the unprecedently increased energy costs aswell as increasing raw material costs to our customers. We have also hedged majorityportion of the energy costs in first half of 2022 to reduce the impact in the coming year.

3. Cement

RAIN Group has two integrated cement plants one each in the states of Telangana andAndhra Pradesh India with an aggregate installed capacity of 3.5 million tonnes perannum. About 9% of the consolidated revenue of RAIN Group for CY 2021 was from the Cementbusiness segment.

RAIN GroupRss cement plants manufacture two grades of cement: ordinary portland cement("OPC") and portland pozzolana cement ("PPC"). The plants arestrategically located near the primary raw material source of limestone. Of the totalcement produced PPC grade accounts for about 78% and OPC grade about 22%.

RAIN Group has been working constantly to reduce the output cost by introducingefficient energy measures such as waste-heat recovery power plants and the use offuel-grade green petroleum coke to heat the furnace at our cement plants. Stringentstandards stipulated by

Bureau of Indian Standards (BIS) are applied in cement production to attain consistencyin quality.

The major costs in the production of cement are (a) freight and transportation and (b)power and fuel each constituting 25-30% of the total cost of manufacturing.

RAIN Group constantly works to improve efficiencies in logistics such as enteringlong-term contracts with transport contractors for transporting cement to all dealersspread across South India. The downside risk is that any increase in fuel prices couldadversely affect freight costs.

The Cement business segment consumes up to 29MW of electricity. RAIN Group supplementsthese segmentRss power requirements with electricity generated at its CPC plant inVisakhapatnam and from two waste-heat recovery power plants with an aggregate capacity of11 MW in the Kurnool and Suryapet cement plants. During CY 2020 the Company set up twomini solar power plants of 1 MW each in both the cement plants. We continued oursustainability initiative of producing more green energy by expanding our solar powercapacity by 1 MW in 2021 and we plan to install an additional 14 MV in 2022. With thesemeasures the Company generates significant savings in its energy costs.

Cement Industry Growth in India

India is the second largest cement producer in the world and accounted for over 7% ofthe global installed capacity. The Indian cement industry was estimated to have a totalproduction capacity of ~550 million tonnes in 2021 and is expected to add 80 milliontonnes of capacity over the next three years. IndiaRss overall cemen production accountedfor 294.4 million tonnes (MT) in FY21 and 329 million tonnes (MT) in FY20. Cement is acyclical commodity with a high correlation to GDP.

The Indian housing sector including the low-cost and affordable housing segmentaccounts for close to two thirds of total consumption. The other major consumers of cementinclude infrastructure at 20% and the rest by industrial capex.

Due to the increasing demand in various sectors such as housing commercialconstruction and industrial construction cement capacity utilisation on a pan-India basisis expected to improve steadily over next few years. In particular demand is expected tobe boosted by infrastructure development in Tier-2 and Tier-3 cities driven by governmentinitiatives such as Pradhan Mantri Awas Yojana (PMAY) Smart Cities Mission and SwachhBharat Abhiyan.

Cement being a bulk commodity is freight-intensive and transporting it over longdistances can be costly.

This has resulted in cement being largely a regional play with the industry beingdivided into five main regions in India: North South West East and Central. Thesouthern states of Andhra Pradesh Telangana Tamil Nadu and Karnataka together accountfor nearly one third of the countryRss total installed capacity.

Since the first COVID-19 wave hit India in MarcRs 2020 cement demand has progressivelyrecovered. While the second wave in April and May 2021 negatively impacted demand/supplydynamics the industry has witnessed a rebound in South Indian demand since June 2021 -albeit inconsistently due to the festive season and heavy rainfall in November thatbrought construction to a standstill in Andhra Pradesh Tamil Nadu and rest of SouthIndia.

Current Position

The physical and chemical transformation processes which take place during theproduction of any cement clinker releases CO2. In response RAIN Group has investedheavily in a combination of CO2-offsetting power-generation systems in our Cement segmentin India. We have done this through a combination of constructing photovoltaic solar powerpanels and implementing waste-heat capture systems with electric turbines similar to thesystems used at the calcination plants in our Carbon segment. The adoption of theseenvironmentally favourable captive power-generation technologies enabled us tosignificantly reduce our greenhouse gas emissions by reducing our reliance on electricityfrom the grid in India where most power is generated from high CO2-emitting coal.

Near Future

Looking ahead cement demand will continue to be closely linked to economic growth.Today India is the fastest-growing major economy in the world. Global bodies such as theInternational Monetary Fund and the World Bank maintain that IndiaRss GDP will grow fasterthan other major countries during the next few years. While IndiaRss economy still mustrecover to pre-pandemic levels think tanks expect India to grow at a rapid pace on theback of carefully curated policy interventions from the government addressing inflationunemployment and other key economic issues.

With the government of India introducing new plans for housing and infrastructuredevelopment the growth outlook for construction and cement sectors remains positive. The2020 Union Budget of India highlighted a stimulus package of Rs 103 trillion fordeveloping the infrastructure sector over the next five years consisting of more than6500 projects across a range of sectors. The governmentRss spending push in theinfrastructure sector should help expand aggregate demand and the level of economicactivity thereby cushioning any downturn in cement consumption. Similarly in the UnionBudget of India 2021 IndiaRss Finance Minister announced a continued focus on ruraldevelopment and infrastructure which will play a vital role in helping India become aUS$5 trillion economy.

In 2021 working remotely is being adopted at a fast pace and demand for affordablehouses with ticket size below Rs 40-50 lakh is expected to rise in Tier 2 and 3 citiesleading to an increase in demand for cement.

In October 2021 Prime Minister Mr. Narendra Modi launched the "PM GatiShakti-National Master Plan (NMP)" for multimodal connectivity. This will bringsynergy to create a world-class seamless multimodal transport network in India andshould boost the demand for cement in the future.

In the next 10 years India could become the main exporter of clinker and gray cementto the Middle East Africa and other developing nations. Cement plants near the portssuch as those in Gujarat and Visakhapatnam will have an added advantage for export andwill logistically be well armed to face stiff competition from cement plants in theinterior of the country.

Threats & Challenges - Cement

As the impact of the COVID-19 pandemic on construction and other economic activitysubsides across India demand for cement - particularly in rural areas - is expected toincrease by ~12% in CY 2022 according to ICRA which would result in volumes returning tothe pre-pandemic levels of CY 2019. At the same time the cost of the power fuel andfreight required to meet this increased demand are expected to rise which would impactoperating margins.

Listing of Equity Shares

The CompanyRss equity shares are listed on the following

Stock Exchanges:

(i) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai-400 001 MaharashtraIndia; and

(ii) National Stock Exchange of India Limited Exchange Plaza Floor 5 Plot No. C/1 GBlock Bandra- Kurla Complex Bandra (East) Mumbai - 400051 Maharashtra India.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for theFinancial Year 2021-22.

Subsidiary Companies

The Subsidiary Companies situated in India and Outside India continue to contribute tothe overall growth in revenues and overall performance of the Company.

As per the provisions of Section 129 of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 a separate statement containing the salient features ofthe Financial Statements of the Subsidiary Companies/ Associate Companies/Joint Venturesin Form AOC-1 is annexed to this Boards Report as Annexure - 1.

The detailed policy for determining material subsidiaries as approved by the Board isuploaded on the CompanyRss website and can be accessed at the Web-link:https://rain-industries. com/investors/#policies

Performance and contribution of each of the Subsidiaries Associates and Joint Ventures

As per Rule 8 of the Companies (Accounts) Rules 2014 a Report on the Financialperformance of Subsidiaries Associates and Joint Venture Companies along with theircontribution to the overall performance of the Company during the Financial Year endedDecember 31 2021 is annexed to this Boards Report as Annexure - 2.

Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian AccountingStandards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder Section 133 of the Companies Act 2013 and other relevant provisions of theCompanies Act 2013.

The Consolidated Financial Statements for the Financial Year ended December 312021forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate Audited accounts of its Subsidiaries on its website www.rain-industries.com and acopy of separate Audited Financial Statements of its Subsidiaries will be provided toshareholders upon their request.

Share Capital

The Paid-up Share Capital of the Company as on December 31 2021 is Rs 672691358divided into 336345679 Equity Shares of Rs 2 each fully paid up.

Variations in Net worth

The Standalone Net worth of the Company for the Financial Year ended December 31 2021is Rs 2502.69 million as compared to Rs 2527.40 million for the previous Financial yearended December 312020 and the Consolidated Net worth of the Company for the FinancialYear ended December 31 2021 is Rs 59524.99 million as compared to Rs 54059.76 millionfor the previous Financial year ended December 31 2020.

Number of Meetings of the Board of Directors

During the year four Board meetings were held.

The dates on which the Board meetings were held are: February 25 2021 April 29 2021July 31 2021 and October 30 2021.

Details of the attendance of the Directors at the Board meetings held during the Yearended December 31 2021 are as follows:

Name of the Director Number of Board Meetings
Held Attended
Mr. N. Radhakrishna Reddy 4 4
Mr. Jagan Mohan Reddy Nellore 4 4
Mr. N. Sujith Kumar Reddy 4 4
Mr. H. L. Zutshi * 3 3
Ms. Radhika Vijay Haribhakti 4 4
Ms. Nirmala Reddy 4 4
Mr. Varun Batra 4 4
Mr. Brian Jude McNamara 4 4
Mr. Robert Thomas Tonti** - -

Note: * Mr. H. L. Zutshi Independent Director is ceased to be a Director of theCompany with effect from September 30 2021 due to completion of his second term as anIndependent Director.

**Mr. Robert Thomas Tonti was appointed as an Independent Director of the Company witheffect from October 31 2021 for a period of 5 years i.e. from October 31 2021 toOctober 30 2026.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report andprovides details of the overall Industry structure and developments Opportunities andThreats Segment-wise or product-wise performance Outlook Risks and concerns Internalcontrol systems and their adequacy financial performance with respect to operationalperformance and state of affairs of the CompanyRss various businesses viz. CarbonAdvanced Materials Cement along with Material developments in Human Resources /Industrial Relations front including number of people employed and details of significantchanges (i.e. change of 25% or more as compared to the immediately previous financialyear) in key financial ratios along with detailed explanations details of any change inReturn on Net Worth as compared to the immediately previous financial year along with adetailed explanation thereof and Disclosure of Accounting Treatment during the FinancialYear.

Directors Responsibility Statement as required under Section 134 of the Companies Act2013 Pursuant to the requirement under Section 134 of the Companies Act 2013 withrespect to the Directors Responsibility Statement the Board of Directors of the Companyhereby confirms:

i) that in the preparation of the Annual Accounts the applicable accounting standardshave been followed;

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on December 31 2021and of Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year endedDecember 31 2021 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Statement on Declaration given by Independent Directors under Section 149

The Independent Directors have submitted declaration of independence as requiredpursuant to sub-section (7) of Section 149 of the Companies Act 2013 stating that theymeet the criteria of independence as provided in sub-section (6) of Section 149.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following IndependentDirectors:

Ms. Radhika Vijay Haribhakti Chairperson Ms. Nirmala Reddy Mr. Varun Batra Mr.Brian Jude McNamara and Mr. Robert Thomas Tonti.

• Brief description of the terms of reference:

- formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

- For every appointment of an independent director the Nomination and RemunerationCommittee shall evaluate the balance of skills knowledge and experience on the Board andon the basis of such evaluation prepare a description of the role and capabilitiesrequired of an independent director. The person recommended to the Board for appointmentas an independent director shall have the capabilities identified in such description. Forthe purpose of identifying suitable candidates the Committee may:

a) use the services of an external agencies if required;

b) consider candidates from a wide range of backgrounds having due regard todiversity; and

c) consider the time commitments of the candidates.

- formulation of criteria for evaluation of performance of independent directors andthe board of directors;

- devising a policy on diversity of board of directors;

- identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the board ofdirectors their appointment and removal.

- whether to extend or continue the term of appointment of the independent director onthe basis of the report of performance evaluation of independent directors.

- recommend to the board all remuneration in whatever form payable to seniormanagement.

Nomination and Remuneration Committee meetings

During the period from January 1 2021 to December 31 2021 Nomination andRemuneration Committee Meeting was held on October 30 2021.

Note: Mr. H. L. Zutshi Independent Director is ceased to be a member of Nomination andRemuneration Committee of the Company with effect from September 30 2021 due tocompletion of his second term as an Independent Director.

* Mr. Robert Thomas Tonti Independent Director was appointed as a member of theNomination and Remuneration Committee of the Company with effect from October 31 2021.

Particulars of Loans Guarantees Securities or Investments under Section 186

The details of Loans Guarantees Investments and Security made during the FinancialYear ended December 31 2021 is given in compliance with the provisions of Section 186 ofthe Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 and the same is annexed to the Boards Report as Annexure - 3.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered into during the financial year were onan armRss length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. All the related party transactions areapproved by the Audit Committee and Board of Directors.

The Company has developed a Policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in subsection (1) of Section 188 entered by the Company during the Financial Year ended December31 2021 in prescribed Form AOC-2 is annexed to this Boards Report as Annexure - 4.

The policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company and the web link is https://www.rain-industries.com/investors/#shareholders-information.

Attendance at the Nomination and Remuneration

Committee Meeting

Number of Meetings
Designation Held Attended
Ms. Radhika Vijay Haribhakti Chairperson 1 1
Ms. Nirmala Reddy Member 1 1
Mr. Varun Batra Member 1 1
Mr. Brian Jude McNamara Member 1 1
Mr. Robert Thomas Tonti * Member - -

Transfer of amount to Reserves

The Company has transferred Rs 31.16 million to the General Reserve for the FinancialYear ended December 31 2021. An amount of Rs 453.25 million is retained in the retainedearnings.

Dividend

The Board of Directors of the Company at their Meeting held on October 30 2021 havedeclared an Interim Dividend of Rs 1/- per Equity Share i.e. 50% on face value of Rs 2/-per Equity Share fully paid up for the Financial Year ended December 31 2021 and same waspaid to the shareholders and no further dividend has been recommended for the FinancialYear ended December 31 2021.

The dividend pay-out is in accordance with the CompanyRss Dividend Distribution Policy.

Dividend Distribution Policy

The Company has adopted the Dividend Distribution Policy to determine the distributionof dividends in accordance with the Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (the "Listing Regulations"). TheDividend Distribution Policy is available on the CompanyRss website athttps://www.rain-industries.com/ investors/#policies.

Annual Return

Annual Return in Form MGT-7 is available on the CompanyRss website the web link forthe same is https://rain-industries. com/investors.

The conservation of energy technology absorption foreign exchange earnings and outgopursuant to the provisions of Section 134(3)(m) of the Companies Act 2013 (Act) read withthe Companies (Accounts) Rules 2014

Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with theCompanies (Accounts) Rules 2014 is annexed to this Boards Report as Annexure - 5.

Risk Management Committee

The Risk Management Committee consists of the following Directors:

Mr. Jagan Mohan Reddy Nellore Chairman

Mr. N. Sujith Kumar Reddy Member and Mr. Brian Jude McNamara Member.

Mr. T. Srinivasa Rao is the Chief Risk Officer and Mr. S. Venkat Ramana Reddy acts asSecretary to the Committee.

The Committee had formulated a Risk Management Policy for dealing with different kindsof risks which it faces in day-to-day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatrisks. The Risk management procedures are reviewed by the Audit Committee and the Board ofDirectors on a quarterly basis at the time of review of the Quarterly Financial Results ofthe Company.

Brief description of terms of reference:

1. To formulate a detailed Risk Management Policy which shall include:

a. A framework for identification of internal and external risks specifically faced bythe Company in particular including financial operational sectoral sustainability(particularly Environment Social and Governance related risks) information cybersecurity risks or any other risk as may be determined by the Committee.

b. Measures for risk mitigation including systems and processes for internal control ofidentified risks.

c. Business continuity plan.

2. To ensure that appropriate methodology processes and systems are in place tomonitor and evaluate risks associated with the business of the Company;

3. To monitor and oversee implementation of the risk management policy includingevaluating the adequacy of risk management systems;

4. To periodically review the risk management policy at least once in two yearsincluding by considering the changing industry dynamics and evolving complexity;

5. To keep the board of directors informed about the nature and content of itsdiscussions recommendations and actions to be taken;

6. The appointment removal and terms of remuneration of the Chief Risk Officer (ifany) shall be subject to review by the Risk Management Committee;

7. The Risk Management Committee shall coordinate its activities with other committeesin instances where there is any overlap with activities of such committees as per theframework laid down by the Board of Directors.

Risk Management Committee Meetings

During the Financial Year Risk Management Committee Meeting was held on July 22 2021and October 21 2021.

Attendance at the Risk Management Committee Meeting:

Name of the Director Designation - Number of Meetings
Held Attended
Mr. Jagan Mohan Reddy Nellore Chairman 2 2
Mr. N. Sujith Kumar Reddy Member 2 2
Mr. Brian Jude McNamara Member 2 2

Note: The Risk Management Committee was reconstituted on June 4

2021 by the Board of Directors of the Company. Pursuant to reconstitution Mr. N.Radhakrishna Reddy has ceased to be the Member of the Committee and Mr. Brian JudeMcNamara was appointed as Member of the Committee.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility reflects the strong commitment of the Company toimprove the quality of life of the workforce and their families and also the community andsociety at large.

The Company believes in undertaking business in a way that will lead to overalldevelopment of all stakeholders and society.

The Board of Directors of the Company have constituted a Corporate SocialResponsibility Committee comprising of the following Directors:

Mr. Jagan Mohan Reddy Nellore Chairman Mr. N. Sujith Kumar Reddy Member and Ms.Nirmala Reddy Member (Independent Director).

Corporate Social Responsibility policy was adopted by the Board of Directors on therecommendation of Corporate Social Responsibility Committee.

During the last three years the Company has spent Rs 4 million on CSR activities.

The Company along with its subsidiaries in India has spent an amount of Rs 223.80million towards CSR activities during last 3 years.

A report on Corporate Social Responsibility as per Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 is annexed to this Boards Report as Annexure -6.

During the Financial Year Corporate Social Responsibility Committee Meeting was heldon April 22 2021.

Attendance at the Corporate Social Responsibility

Committee Meeting

Name of the Director Designation - Number of Meetings
Held Attended
Mr. Jagan Mohan Reddy Nellore Chairman 1 1
Mr. N. Sujith Kumar Reddy Member 1 1
Ms. Nirmala Reddy Member 1 1

Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of following Directors:

Mr. N. Sujith Kumar Reddy Chairman Mr. N. Radhakrishna Reddy Member Mr. Jagan MohanReddy Nellore Member and Ms. Nirmala Reddy Member (Independent Director).

During the Financial Year Stakeholders Relationship Committee Meeting was held onApril 22 2021 and October 21 2021.

Attendance at Stakeholders Relationship Committee Meeting

Name of the Director Designation Number of Meetings
Held Attended
Mr. N. Sujith Kumar Reddy Chairman 2 2
Mr. N. Radhakrishna Reddy Member 2 2
Mr. Jagan Mohan Reddy Nellore Member 2 2
Ms. Nirmala Reddy Member 2 2

Terms of Reference

(i) Resolving the grievances of the security holders including complaints related totransfer/transmission of shares non-receipt of annual report non-receipt of declareddividends non-receipt of new/duplicate certificates etc.

(ii) Review of measures taken for effective exercise of voting rights by shareholders.

(iii) Review of adherence to the service standards adopted by the Company in respect ofvarious services being rendered by the Registrar & Share Transfer Agent.

(iv) Review of the various measures and initiatives taken by the Company for reducingthe quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the Company.

Share Transfer Committee

The Share Transfer Committee consists of following Directors:

Mr. N. Sujith Kumar Reddy Chairman Mr. N. Radhakrishna Reddy Member and Mr. JaganMohan Reddy Nellore Member.

The Committee meets every week/15 days to oversee and review all matters connected withthe securities transfers and review the performance of the Registrar and Transfer agentsand recommends measures for overall improvement in the quality of investor services.

Mechanism for Evaluation of the Board

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance and that of its Committees as well as performance of theDirectors individually. Feedback was sought by way of a structured questionnaire coveringvarious aspects of the Boards functioning such as adequacy of the composition of the Boardand its Committees Board culture execution and performance of specific dutiesobligations and governance and the evaluation was carried out based on responses receivedfrom the Directors.

The evaluation is performed by the Board Nomination and Remuneration Committee andIndependent Directors with specific focus on the performance and effective functioning ofthe Board and Individual Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated January 5 2017the Company has adopted the criteria recommended by the SEBI.

The Directors were given Six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Board of Directors have appointed Mr. DVM Gopal Practicing Company Secretary asscrutinizer for Board evaluation process.

The Directors have sent the duly filled forms to Mr. DVM Gopal after evaluation.

Mr. DVM Gopal based on the evaluation done by the Directors has prepared a report andsubmitted the Evaluation Report.

The Chairperson based on the report of the scrutinizer has informed the rankings toeach Director and also informed that based on the Evaluation done by the Directors andalso report issued by Mr. DVM Gopal the performance of Directors is satisfactory and theyare recommended for continuation as Directors of the Company.

Familiarization programmes imparted to Independent Directors

The Members of the Board of the Company have been provided opportunities to familiarizethemselves with the Company its Management and its operations. The Directors are providedwith all the documents to enable them to have a better understanding of the Company itsvarious operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles andresponsibilities at the time of their appointment through a formal letter of appointmentwhich also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations andfamiliarize the new NonExecutive Directors on matters related to the CompanyRss values andcommitments. They are also introduced to the organisation structure constitution ofvarious committees board procedures risk management strategies etc.

Strategic Presentations are made to the Board where Directors get an opportunity tointeract with Senior Management. Directors are also informed of the various developmentsin the Company through Press Releases emails etc.

Senior management personnel of the Company make presentations to the Board Members on aperiodical basis briefing them on the operations of the Company plans strategy risksinvolved new initiatives etc. and seek their opinions and suggestions on the same. Inaddition the Directors are briefed on their specific responsibilities and duties that mayarise from time to time.

The Statutory Auditors and Internal Auditors of the Company make presentations to theBoard of Directors on Financial

Statements and Internal Controls. They will also make presentation on regulatorychanges from time to time.

The details of the familiarisation programme is available on the website:https://www.rain-industries.com

Directors

Mr. H. L. Zutshi (DIN: 00041002) Independent Director is ceased to be a Director ofthe Company with effect from September 30 2021 due to completion of his second term as anIndependent Director.

The Shareholders of the Company has approved the reappointment of Mr. N. RadhakrishnaReddy (DIN: 00021052) as the Managing Director of the Company for a period of 3 yearsi.e. from December 10 2021 to December 9 2024.

The Shareholders of the Company has approved to continue the appointment of Ms. NirmalaReddy (DIN: 01673128) as an Independent Director of the Company to hold office for herremaining term of office i.e. up to February 27 2023 as she would be crossing 75 yearsof age on MarcRs 27 2022.

The Shareholders of the Company has approved the reappointment of Mr. Brian JudeMcNamara (DIN: 08339667) as an Independent Director of the Company for a period of 5years i.e. from February 28 2022 to February 27 2027.

The Shareholders of the Company has approved the appointment of Mr. Robert Thomas Tonti(DIN: 09367847) as an Independent Director of the Company with effect from October 312021 for a period of 5 years i.e. from October 31 2021 to October 30 2026.

Except the above there has been no change in the Board of Directors during theFinancial Year ended December 31 2021.

Appointment/Re-appointment

Mr. Jagan Mohan Reddy Nellore Director of the Company retires by rotation and beingeligible offers himself for re-appointment.

Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Companypursuant to Sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

Mr. N. Radhakrishna Reddy - Managing Director
Mr. T. Srinivasa Rao - Chief Financial Officer
Mr. S. Venkat Ramana Reddy - Company Secretary

Meeting of Independent Directors

A separate meeting of the Independent Directors was held under the Chairmanship of Mr.Varun Batra Independent Director on October 30 2021 inter-alia to discuss evaluationof the performance of Non-Independent Directors the Board as a whole evaluation of theperformance of the Chairman taking into account the views of the Executive andNonExecutive Directors and the evaluation of the quality content and timeliness of flowof information between the management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of theDirectors and the Board as a whole.

Registration of Independent Directors in Independent Directors Databank

All the Independent Directors of your Company have been registered and are members ofIndependent Directors Databank maintained by the Indian Institute of Corporate Affairs(IICA).

Online Proficiency Self-Assessment Test

Out of five Independent Directors of the Company four Independent Directors havepassed the Online Proficiency SelfAssessment Test conducted by Indian Institute ofCorporate Affair (IICA). One Independent Director will appear for Online ProficiencySelf-Assessment Test to be conducted by Indian Institute of Corporate Affair (IICA) beforethe due date for passing the exam.

Confirmation from the Board

All the Independent Directors of the Company have given their respective declaration/disclosures under Section 149(7) of the Act and Regulation 25(8) of the ListingRegulations and have confirmed that they fulfill the independence criteria as specifiedunder section 149(6) of the Act and Regulation 16 of the Listing Regulations and have alsoconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence. Furtherthe Board after taking these declarations/disclosures on record and acknowledging theveracity of the same concluded that the Independent Directors are persons of integrityand possess the relevant expertise and experience to qualify as Independent Directors ofthe Company and are Independent of the Management.

Opinion of the Board

The Board opines that all the Independent Directors of the Company strictly adhere tocorporate integrity possesses requisite expertise experience and qualifications todischarge the assigned duties and responsibilities as mandated by the Companies Act 2013and Listing Regulations diligently.

Board Diversity

The Company has over the years been fortunate to have eminent persons from diversefields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations theNomination & Remuneration Committee of the Board has formalised a policy on BoardDiversity to ensure diversity of the Board in terms of experience knowledge perspectivebackground gender age and culture. The Policy on diversity is available on theCompanyRss website and can be accessed on web link athttps://www.rain-industries.com/investors/#policies.

Statement of particulars of appointment and remuneration of managerial personnel

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this Boards Report as Annexure - 7.

Directors and Officers Insurance (RsD&ORs)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations theCompany has taken Directors and Officers Insurance (RsD&ORs) for all its Directors andmembers of the Senior Management.

Code of Conduct

Board of Directors have adopted and oversee the administration of the RAIN GroupRssCode of Business Conduct and Ethics (the RsCode of ConductRs) which applies to allDirectors Officers and Employees of Rain Industries Limited and its subsidiaries(collectively the RsRAIN GroupRs). The Code of Conduct reflects the GroupRss commitmentto doing business with integrity and in full compliance with the law and provides ageneral roadmap for all the Directors Officers and Employees to follow as they performtheir day-to-day responsibilities with the highest ethical standards. The Code of Conductalso ensures that all members of RAIN Group perform their duties in compliance withapplicable laws and in a manner that is respectful of each other and the RAIN GroupRssrelationships with its customers suppliers and shareholders as well as the communitiesand regulatory bodies where the Group does business.

Deposits

The Company has not accepted any deposits from the public in terms of Chapter V of theCompanies Act 2013. Hence no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.

Statutory Auditors

The CompanyRss Statutory Auditors BSR and Associates LLP Chartered Accountants (ICAIRegn. No.116231W/W-100024) were appointed as the Statutory Auditors of the Company for aperiod of 5 years at the 43rd Annual General Meeting of the Company i.e. upto the conclusion of the 48th Annual General Meeting of the Company.

Accordingly BSR and Associates LLP Chartered Accountants Statutory Auditors of theCompany will continue till the conclusion of Annual General Meeting to be held in 2023.

In this regard the Company has received a Certificate from the Auditors to the effectthat their continuation as Statutory Auditors would be in accordance with the provisionsof Section 141 of the Companies Act 2013.

Auditors Report

There are no qualifications reservations or adverse remarks or disclaimer made by BSR& Associates LLP Chartered Accountants (ICAI Regn. No.116231W/W-100024) StatutoryAuditors in their report for the Financial Year ended December 31 2021.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshave appointed DVM & Associates LLP Company Secretaries as Secretarial Auditors toconduct Secretarial Audit of the Company for the Financial Year ended December 312021.

The Secretarial Auditors Report issued by DVM & Associates LLP Company Secretariesin Form MR-3 is annexed to this Boards Report as Annexure - 8.

The Secretarial Auditors Report does not contain any qualifications reservation oradverse remarks or disclaimer.

Secretarial Audit of Material Unlisted Indian Subsidiaries

The Material Unlisted Subsidiaries of your Company i.e. Rain Cements Limited (RCL) andRain CII Carbon (Vizag) Limited (RCCVL) undertakes Secretarial Audit every year underSection 204 of the Companies Act 2013. The Secretarial Audit of RCL and RCCVL for theFinancial Year ended December 31 2021 was carried out pursuant to Section 204 of theCompanies Act 2013 and Regulation 24A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Secretarial Audit Report of RCL issued by Mr. M. B.Suneel Practicing Company Secretary partner at P. S. Rao and Associates and SecretarialAudit Report of RCCVL issued by DVM & Associates LLP Company Secretaries does notcontain any qualification reservation or adverse remark or disclaimer.

The Secretarial Auditors Report of RCL and RCCVL in Form MR-3 are annexed to thisBoards Report as Annexure - 8A and Annexure - 8B.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended December 31 2021 forall applicable compliances as per the Securities and Exchange Board of India Regulationsand Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Reportissued by Mr. DVM Gopal has been submitted to the Stock Exchanges within 60 days of theend of the Financial Year and same is annexed to this Boards Report as Annexure - 8C.

Boards response on AuditorRss qualification reservation or adverse remarks ordisclaimer made

There are no qualifications reservations or adverse remarks made by the statutoryauditors in their report or by the Practicing Company Secretary in the Secretarial AuditReport for the year.

Internal Auditors

The Board of Directors of the Company has appointed Ernst & Young LLP as InternalAuditors to conduct Internal Audit of the Company for the Financial Year ended December31 2021. Further the Company has an in-house internal audit department to carry-outextensive internal audits and special management reviews of all operating subsidiaryCompanies in India Europe and United States of America.

Maintenance of Cost Records specified by the Central Government under Section 148 ofthe Companies Act 2013

The provisions relating to maintenance of Cost Records as specified by the CentralGovernment under Section 148 of the Companies Act 2013 is not applicable to the Company.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors Internal Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by itsDirectors or Officers or Employees to the Audit Committee under Section 143(12) of theCompanies Act 2013 details of which needs to be mentioned in this Report.

Audit Committee

The Audit Committee consists of the following Members (all are Independent Directors):

Ms. Radhika Vijay Haribhakti Chairperson Mr. Varun Batra Member Mr. Brian JudeMcNamara Member and Mr. Robert Thomas Tonti Member.

There has been no such incidence where the Board has not accepted the recommendation ofthe Audit Committee during the year under review.

Four Audit Committee Meetings were held during the Financial Year ended December 312021. The maximum time gap between any two meetings was not more than one hundred andtwenty days.

The Audit Committee meetings were held on February 25 2021 April 28 2021 July 302021 and October 29 2021.

Attendance at the Audit Committee Meetings

Name of the Director Designation - Number of Meetings
Held Attended
Ms. Radhika Vijay Haribhakti Chairperson 4 4
Mr. H. L. Zutshi * Member 3 3
Mr. Varun Batra Member 4 4
Mr. Brian Jude McNamara Member 4 4
Mr. Robert Thomas Tonti** Member

-

-

Note: Ms. Nirmala Reddy has resigned from the membership of Audit Committee of theCompany with effect from January 11 2021 due to increase in personal commitments leavingless time.

* Mr. H. L. Zutshi Independent Director is ceased to be a member of Audit Committee ofthe Company with effect from September 30 2021 due to completion of his second term as anIndependent Director.

** Mr. Robert Thomas Tonti Independent Director was appointed as a member of AuditCommittee of the Company with effect from October 31 2021.

Corporate Governance

The Company has a rich legacy of ethical governance practices and committed toimplement sound corporate governance practices with a view to bring about transparency inits operations and maximise shareholder value.

A Report on Corporate Governance along with a Certificate from the Statutory Auditorsof the Company regarding compliance with the conditions of Corporate Governance asstipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of the Annual Report.

Vigil Mechanism (Whistle Blower Policy)

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the CompanyRss Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanismfor the Directors and employees to report concerns about unethical behavior actual orsuspected fraud or violation of Code of Conduct and Ethics. It also provides for adequatesafeguards against the victimisation of employees who avail of the mechanism and providesdirect access to the Chairperson of the Audit Committee in exceptional cases. It isaffirmed that no personnel of the Company have been denied access to the Audit Committee.The policy of vigil mechanism is available on the CompanyRss website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparentmanner by adopting highest standards of professionalism honesty integrity and ethicalbehavior. All employees of the Company are covered under the Whistle Blower Policy.

Information in respect of unclaimed dividend and due dates for transfer to the IEPF aregiven below:

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act 2013 and otherapplicable provisions of the Companies Act 2013 and rules made thereunder unclaimeddividend amount of Rs 4151690 of the Company for the Financial Year ended December 312014 has been transferred to the Investor Education and Protection Fund (IEPF) establishedby the Central Government pursuant to Section 125 of the Companies Act 2013 on December8 2021.

During the year 191011 equity shares were transferred to IEPF.

The Company has transferred an amount of Rs 3011802 towards dividend to IEPF on theshares which were already transferred to IEPF.

Sl. No. For the Financial year ended Percentage of Dividend Date of Declaration Due date for transfer to IEPF
1 December 312015 (Interim dividend) 50% August 14 2015 September 15 2022
2 December 312016 (Interim dividend) 50% August 13 2016 September 14 2023
3 December 312017 (Interim dividend) 50% August 112017 September 10 2024
4 December 312017 (Final dividend) 50% May 112018 June 10 2025
5 December 312018 (Interim dividend) 50% November 14 2018 December 13 2025
6 December 312019 (Interim dividend) 50% November 13 2019 December 12 2026
7 December 312020 (Interim dividend) 50% October 30 2020 December 5 2027
8 December 312021 (Interim dividend) 50% October 30 2021 December 3 2028

Insurance

All properties and insurable interests of the Company have been fully insured.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Corporate Governance Policies guide the conduct of affairs of the Company andclearly delineates the roles responsibilities and authorities at each level of itsgovernance structure and key functionaries involved in governance. The Code of Conduct forSenior Management and Employees of the Company (the Code of Conduct) commits Management tofinancial and accounting policies systems and processes. The Corporate GovernancePolicies and the Code of Conduct stand widely communicated across the Company at alltimes.

The financial statements of the Company have been prepared in accordance with IndianAccounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules2015 as amended from time to time notified under Section 133 of the Companies Act 2013(the RsActRs) and other relevant provisions of the Act.

The Company maintains all its records in ERP (SAP) System and the work flow andapprovals are routed through ERP (SAP).

The Company has appointed Internal Auditors to examine the internal controls and verifywhether the workflow of the organisation is in accordance with the approved policies ofthe Company. In every Quarter while approval of Financial Statements the InternalAuditors present to the Audit Committee the Internal Audit Report and Management Commentson the Internal Audit observations. The reports of in-house internal auditors are reviewedby the audit committees of respective subsidiary companies and the minutes of the meetingsand key observations of the in-house internal audit team are reported to the AuditCommittee of the Company on a quarterly basis.

The Board of Directors of the Company have adopted various policies such as RelatedParty Transactions Policy Whistle Blower Policy Material Subsidiaries Policy CorporateSocial Responsibility Policy Anti-Corruption and Anti Bribery policy Risk ManagementPolicy Dissemination of material events

Policy Documents preservation policy Monitoring and Reporting of Trading by InsidersCode of Internal Procedures and conduct for Regulating monitoring and reporting oftrading by Insiders Code of Practices and Procedures for Fair Disclosures Policy onPrevention of Fraud and Internal Financial Control Policy and such other procedures forensuring the orderly and efficient conduct of its business for safeguarding of its assetsthe accuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company recognises Internal Financial Controls cannot provide absolute assurance ofachieving financial operational and compliance reporting objectives because of itsinherent limitations. Also projections of any evaluation of the Internal FinancialControls to future periods are subject to the risk that the Internal Financial Control maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate. Accordingly regular audits and reviewprocesses ensure that such systems are reinforced on an ongoing basis.

Names of Companies which have become or ceased to be CompanyRss Subsidiaries JointVentures or Associate Companies during the year

During the Financial Year the Company has incorporated Rain Verticals Limited as aWholly Owned Subsidiary Company on April 6 2021.

Except above no Company has become or ceased to be CompanyRss Subsidiary JointVenture or Associate Company.

Change in the nature of business

There has been no change in the nature of business of the Company.

The details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and CompanyRss operations in future

There have been no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

During the year under review no application was made or any proceedings pendingagainst the Company under the Insolvency and Bankruptcy Code 2016.

Material changes and commitments

There are no material changes and commitments affecting the financial position of theCompany which occurred between the Financial Year ended December 312021 to which theFinancial Statements relates and the date of signing of this report.

Response to Covid - 19

The outbreak of the COVID-19 pandemic around the world has had a destabilising impacton businesses. As a responsible and resilient Company we have worked to mitigate theeffects of the crisis with agile responses.

As reports of the spread of Corona Virus started coming in Rain stepped up efforts toprotect the health of its employees.

The following measures were put in place to protect our employeesRs health:

• We provided our employees easy access to our range of immunity-buildingmedicines through special counters set up in offices.

• Suspended the biometric attendance system across all locations.

• Cancelled all travel - both Domestic and International.

• Reinforced safe behaviour across our locations by limiting the size ofgatherings/meetings and avoiding external visitors to the premises besides askingemployees to avoid in-person meetings and encouraging video conference.

• Security personnel at all our offices were provided infrared non-contacttemperature sensors to screen all employees and visitors entering the premises.

• High contact areas like elevator buttons door handles handrails bathroom tapsetc. were sanitised at regular intervals.

• Employees were offered assistance with hospitalisation treatment and mediclaimin case of any COVID- related emergency.

The COVID has impacted lives and livelihood all around us. As a good Corporate Citizenthe Rain Group pledged its support towards IndiaRss fight against COVID-19 by lending ahand to the GovernmentRss efforts to endure the social and economic impacts of theCoronavirus pandemic as well as protecting vulnerable populations by enabling access tofood and essential supplies.

Financial Year of the Company

The Company has wholly owned subsidiary Companies situated in India and outside India.The Companies situated outside India follow the Financial Year from January 1 to December31 and they contribute significant revenue to the consolidated revenue of the Company andtheir statutory financials tax filings are also made on this basis in the respectivejurisdictions where they are registered. A common Financial Year of the Company and itsSubsidiary Companies has synergies in closing of accounts compilation and disclosure ofdata internal control assessment and audit thereof and preparation of ConsolidatedFinancial Statements hence the Company is following the Financial Year from January 1 toDecember 31.

The Company Law Board vide its order dated October 16 2015 permitted the Company tofollow the Financial Year from January 1 to December 31.

Business Responsibility Report

The RsBusiness Responsibility ReportRs (BRR) of your Company for the year endedDecember 312021 forms part of this Annual Report as required under Regulation 34(2)(f) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as Annexure -9.

Credit Rating

During the Financial Year ended December 31 2021 India Ratings and Research hasrevised Rain Industries LimitedRss (the Company) Outlook to Stable from Negative whileaffirming the Long-Term Issuer Rating at RsIND A/StableRs.

Nomination and Remuneration Policy

In pursuance of the CompanyRss policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel (KMP) andEmployees of the Company to harmonise the aspirations of human resources consistent withthe goals of the Company and in terms of the provisions of the Companies Act 2013 and theSEBI (LODR) Regulations 2015 as amended from time to time the policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated.

Nomination and Remuneration policy of the Company forms part of this Annual Report andthe policy is also available on the CompanyRss website at: https://rain-industries.com/investors/#policies as Annexure - 10.

Human Resources

The Company believes that the quality of its employees is the key to its success and iscommitted to providing necessary human resource development and training opportunities toequip employees with additional skills to enable them to adapt to contemporarytechnological advancements.

Industrial relations during the year continued to be cordial and the Company iscommitted to maintain good industrial relations through effective communication meetingsand negotiation.

Prevention of Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

The Company has not received any complaints during the year.

The Company regularly conducts awareness programs for its employees.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

S. No. Particulars Status of the No. of complaints received and disposed off
1 Number of complaints on Sexual harassment received Nil
2 Number of Complaints disposed off during the year Not Applicable
3 Number of cases pending for more than ninety days Not Applicable
4 Number of workshops or awareness programme against sexual harassment carried out The Company regularly conducts necessary awareness programmes for its employees
5 Nature of action taken by the employer or district officer Not Applicable

Constitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013

The Company has constituted an Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has not received any complaints during the year.

Initiatives for Stakeholder and Customer relationship

The Company has an effective Investor Relations Program ("IR") through whichthe Company continuously interacts with the investor community across various channels(Periodic Earnings Calls Individual Meetings Participation in One-on- One interactionsand group meetings). The Company ensures that critical information about the Company isavailable to all the investors by submitting all such information to the Stock Exchangesand also uploading the information on the CompanyRss website under the Investors section.

The Company strives to adopt emerging best practices in IR and building a relationshipof mutual understanding with investors and analysts.

We place our customers at the center of everything we do aiming to provide relevantproducts effortlessly through the channels they choose. Development and investment ofrobust customer relationship management structures can be very costly. Rain hastherefore taken great care in recognising the processes and frameworks that requireattention to meet the targets of greater efficiency. It requires us to spend significantmanagement time but at the same time leads to better business and a better brand.

Customer satisfaction is the most important measure of success in our industry. All theeffort we put in everyday gets translated into our high Customer retention and repeatcustomer volume. We reach out to key influencers from our customers to get their feedbackabout our products. In addition we seek inputs on their future roadmap and priorities.This helps us measure the health of our relationships with our customers and what we cando to add value.

Environment Health and Safety

The Company considers it is essential to protect the Earth and limited naturalresources as well as the health and wellbeing of every person.

The Company strives to achieve safety health and environmental excellence in allaspects of its business activities. Acting responsibly with a focus on safety health andthe environment to be part of the CompanyRss DNA.

In line with the RsGo GreenRs philosophy the Company is continuously adopting newtechniques to eliminate and minimise the environmental impact. Various projects have beenimplemented by the Company to use alternate sources of energy wherever possible.

The Company does not just talk about RsSustainabilityRs it follows in true letter andspirit; Sustainability is about how RAIN operates. RAIN strives to promote CircularEconomy and deliver Societal Value. RAINRss approach is to innovate collaborate andeducate communities.

With an intensive focus on safety we have achieved decline in our total recordableinjury rate (TRIR).

We firmly believe that we can progress only as fast as the successful implementationand acceptance of our safety programmes and initiatives.

Our aim is to build a more mature and sustainable safety culture that will allow us toincrease our productivity and operational discipline and facilitate highly competitiveorganic growth.

Our safety culture is centrally driven with a global Safety Health and Environment(SHE) organisation steering our Companywide programmes.

Occupational health is a key aspect of RainRss safety activities. Currently there areseveral health programmes initiated at each site and location including global healthdays with dedicated initiatives.

Process safety is an integral part of our mission to operate in the safest mannerpossible by increasing the efficiency and reliability of our operations.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India.

Prevention of Insider Trading Code

As per SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopteda Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr. S.

Venkat Ramana Reddy Company Secretary as Compliance Officer who is responsible forsetting forth procedures and implementing of the code for trading in CompanyRsssecurities. During the year under review there has been due compliance with the saidcode.

Reconciliation of Share Capital Audit

As required by the SEBI Listing Regulations quarterly audit of the CompanyRss sharecapital is being carried out by an independent Practicing Company Secretary with a view toreconcile the total share capital admitted with NSDL and CDSL and held in physical formwith the issued and listed capital.

The Practicing Company SecretaryRss Certificate in regard to the same is submitted toBSE and the NSE and is also placed before the Board of Directors.

Acknowledgements

We express our sincere appreciation and thank our valued Shareholders CustomersBankers Business Partners/ Associates Financial Institutions Insurance Companies

Central and State Government Departments for their continued support and encouragementto the Company. We are pleased to record our appreciation of the sincere and dedicatedservices of the employees and workmen at all levels.

On behalf of the Board of Directors
for Rain Industries Limited
N. Radhakrishna Reddy Jagan Mohan Reddy Nellore
Place: Hyderabad Managing Director Director
Date: February 25 2022 DIN: 00021052 DIN: 00017633

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