We present herewith our Annual Report together with the Audited Financial Statements ofyour Company for the year ended March 31 2022.

FINANCIAL RESULTS & SHARE CAPITAL

(Amounts in INR lacs)

These results signify - in essence - steady operations sustained market opportunitiesfor our technically robust product offerings and the strategic initiatives over the pastfew years. It is gratifying that these results were achieved and the tempo of theprevious year's second-half was maintained in the face of uncertainties due to thepandemic and global economic conditions. Going forward while one may reasonably expectthe momentum in our markets to continue in the prevailing macro-environment sudden volumeand/ or margin hiccups or other disruptions cannot be ruled out.

During the year the Company upon shareholder approval and receipt of subscriptionamounts allotted on a preferential basis 1968000 Convertible Warrants to (a) CentralIndia General Agents Limited (262000 warrants) and Janardhan Trading Co. Limited (66000warrants) - both members of the promoter group; and (b) Malabar India Fund Limited("Malabar") a category I foreign portfolio investor (non-promoter public)(1640000 warrants) at an issue price ("warrant exercise price") of Rs.762 perwarrant including a premium of Rs.752 each. 25% of the warrant exercise price was payablefor allotment (Rs.37.49 crores) and the balance 75% is payable at the warrant holder'soption within 18 months and each warrant upon being fully paid-up shall be entitled forconversion into 1 equity share of face value Rs.10 each. Proceeds from the issue wouldaggregate to Rs.149.96 crores on full conversion including the allotment amount alreadyreceived as above. Proceeds from the issue are being fully utilized for purposes stated inthe offer letter. The Board welcomes Malabar's association as a worthy stakeholder in theCompany's future.

The Directors having considered the relevant factors in the Dividend DistributionPolicy are pleased to recommend for shareholders' approval a Dividend of Rs.2.00 perequity share (subject to tax) for the financial year ended March 31 2022. Thisdeclaration is compliant with the said policy.

Further having carefully reviewed the capital resource base (capital & reserves)and various other relevant factors the Board recommends for approval by shareholders theissue and allotment of Bonus shares by capitalization of appropriate reserves and surplusin the ratio of 1 equity share for every 2 equity shares. Equity Capital shall expand fromRs 11.81 crores to Rs 17.72 crores as a consequence. All holders of Warrants shall alsoreceive Bonus shares in the same ratio on the equity shares allotted to them after suchallotment; assuming full conversion of Warrants into equity shares the final EquityCapital would stand at Rs.20.67 crores latest by July 2023.

REVIEW OF KEY BUSINESS MATTERS

Against a backdrop of slowing economic growth over 2018-20 which was then magnified bythe Covid/lockdown shocks macroeconomic management and stimulating broad-based recoveryare major domestic challenges. The global economic environment and outlook are bothuncertain as nations grapple with slower growth increased inflation covid-induceddisruptions in China the Ukrainian situation with its fallout on Europe and global supplychains and a declining capital flow to developing economies.

Reserve Bank of India IMF and various institutions essentially accept that the globaleconomy stands at a tough juncture. Inflation is entrenched across economies and mostrisks tilted downside. Many people's income levels have reduced while income and wealthinequality has clearly gone up; this also affects demand across many sectors. How allthese factors will play out in socio-economic and policy terms cannot be forecast.Nevertheless one hopes that discretionary consumption in India will grow and stabilize athigher levels. Private investment can revive only thereafter; in reality it seems likelythat meaningful investment-led growth still has some time to materialize.

The domestic corporate sector has performed well though growth and earnings were led byselect sectors and companies even as many others - particularly many smaller enterprises- struggled with liquidity concerns higher input costs lower margins and indifferentmarkets. Going forward the ability to set pricing and maintain volumes will be a keyfactor in cash generating ability; niche or specialized manufacturing companies willprobably be better placed in this regard.

The Company's operational performance in FY 21-22 has delivered resilient cashgeneration. Market capitalization also rose steadily over the period - evidencing keeninvestor interest. We believe notwithstanding the covid-led disruptions the 15-18 monthperiod (including the FY 20-21 post-lockdown period) vouches for our strategic directionand sets new benchmarks for operating and financial parameters that can be reasonablyexpected under steady conditions.

Aggregate production volumes rose marginally to 29508 MT (28478 MT) while salesvalue of the product and value- add mix grew by over 26% to Rs.471.72 crores (Rs.373.35crores). Exports were substantially higher at Rs.22.62 crores (Rs.9.55 crores). OperatingPBIDT was higher at Rs.65.66 crores (Rs.42.48 crores) while interest and financial costswere lower at Rs.13.00 crores (Rs.16.53 crores). Profit after Depreciation was Rs.40.59crores (Rs.13.55 crores) and the overall debt was brought down by Rs.45.87 crores(Rs.33.74 crores) including by prepayment of some domestic loans.

The dielectric film line (Biax Division - Unit II at Barjora) has delivered healthyvolumes on production and sales buildup. This unit remains the sole Indian manufacturer ofhigh-quality dielectric BOPP films with its own development capabilities that hasestablished itself in the market competing with imports from multiple suppliers in China(price-led) Japan South Korea and Europe (perceived quality-led). Exports to USA andGermany also continued well in the midst of the pandemic and shipping uncertainties.Excitement and growth in EV (electrical vehicles) segment can also augur well for therange of the Company's competencies and dielectric products.

Consumer durables including refrigerators (the significant client base for CoexDivision at Ranjangaon and Greater Noida) achieved subdued growth. A quick recovery fromthe pandemic-driven demand restraint was tempered in the last quarter by uncertaintiesarising from resurgence of covid and inflationary trends. Aggressive competition in theend- product markets does force our OEM customers to moderate the value-addition affordedto the suppliers. However in coming periods one expects renewed demand for consumerdurables. The Company continues to be the leading supplier of sheets and liners for whitegoods of most leading brands. The white goods industry hold good and long-term potentialand therefore continues to attract global players.

Though we remain open to all practical opportunities to grow our preferred approach toincreasing business value is via investing in organic growth and enhancing our productvalue-additions. The Company intends to maintain a leadership position and increase marketshare in its product niches building on its manufacturing facilities & skillsdevelopment marketing & export competency and healthy relationships with customersand suppliers. It is equally important for us to point out that the technical excellenceand superior customer service levels have come about due to diligent application of mindand sustained organizational efforts at all levels - not via external or collaborationconnects. This homegrown perspective inspires a sense of great pride in our Indian-centricself-sufficiency resulting from our team's enterprise.

During the year we announced the intention to opt for material capacity expansion byadding new manufacturing lines for dielectric and other technologically superior grades ofbiaxially oriented polypropylene film. This would again be the largest investmentinitiative undertaken by the Company. The first phase would aim to double capacity at theexisting facility at Barjora to be followed by a second phase either at Barjora oranother appropriate location. Such phases could probably span over at least the next 2 - 4years taking into account long equipment delivery periods - which incidentally is thecritical-path activity for this investment. This initiative should help consolidate ourdomestic first-mover advantage in this high-tech segment and the position as a qualityvalue-add producer so as to achieve a globally worthy standing in supplyingstate-of-the-art dielectric film products and intelligent solutions. Additionallyexpansion in the Coex division requires a much shorter timeline and will be rationallylinked to its related market trends.

Shareholders had approved in FY 2019-20 the sale transfer or disposal otherwise ofUnit I at Barjora (manufacturing packaging grade BOPP films). Certain necessary approvalsfrom West Bengal Government relating to sale/transfer were received only during the year.Transfer of business awaits certain closures at the acquirer's end but payment has beenreceived in full; the relevant assets are classified as "held for sale". Thetransaction is expected to formally conclude in the current year. In the meanwhile as atransitory arrangement we continue toll manufacturing at this unit on account of theacquirer.

Operations of the subsidiary company Xpro Global Limited remain insignificant withtrading activities suspended during the year while management seeks trading opportunitiesfor future.

DIRECTORS AND KEY MANAGEMENT PERSONNEL

Smt. Madhushree Birla retires by rotation at the ensuing Annual General Meeting. Beingeligible she offers herself for re-appointment in terms of Section 149 152 and otherapplicable provisions of the Companies Act 2013.

Ms Suhana Murshed was appointed as a Non-Executive Independent Director at the lastAnnual General Meeting held on August 10 2021 for a term of five years.

The Board of Directors on recommendation of the Remuneration and Nomination Committeeappointed as Additional Directors Sri K Balakrishnan in the capacity of a Non-ExecutiveIndependent Director to hold office for a term of five years with effect from May 252022 and Sri Bharat Jhaver as a Non-Executive Non-Independent Director liable to retireby rotation both subject to approval of shareholders at the ensuing Annual GeneralMeeting.

During the year six Board Meetings were convened and held as per details in theannexed Corporate Governance Report. The Independent Directors met separately on February4 2022 as required.

STATUTORY AND OTHER MATTERS

Information as per the requirements of the Companies Act 2013 ("the Act")our report on Corporate Governance and the Managements' Discussion & Analysis Reportform a part of this Report and are annexed hereto.

The Annual Return (Form MGT-7) is available on the Company's website atwww.xproindia.com/annual-reports.html and information on conservation of energytechnology absorption & foreign exchange earnings and outgo is furnished in annexurehereto.

The Board has on recommendation of the Remuneration and Nomination Committee framed apolicy for appointment and remuneration of Directors and Senior Managerial Personnel andcriteria for determining independence and relevant matters (policy and criteria areannexed; policy also available at www.xproindia.com/Codes/XILPolicyRemuneration.pdf.Pursuant to the provisions of the Act and SEBI Listing Regulations 2015 the Boardcarried out annual evaluation of its performance and individually for directors(including independent) as well as the evaluation of its Audit Remuneration andNomination and Stakeholders Relationship Committees. The concerned Director does notparticipate in a meeting while he/she is being evaluated. A questionnaire was circulatedto all Directors. The Remuneration and Nomination Committee also evaluated the performanceaspects of every Director. The evaluation of the Chairman and of the nonindependentDirectors was also carried out at the separate meeting of Independent Directors.

The Company has formulated a Policy for determining material subsidiaries as requiredunder Regulation 16(1)(c) of the SEBI Listing Regulations 2015 (available atwww.xproindia.com/Codes/XILPolMatSubs.pdf). The Company has one wholly owned subsidiaryviz. Xpro Global Limited. Performance and financial position of the said subsidiary isannexed herewith in Form AOC-1 as required.

The Company has constituted a Risk Management Committee of the Board to inter aliareview business risks with the responsibility of implementing and monitoring the RiskManagement Policy on a periodic basis. The main objective of such policy is to ensuresustainable business growth with stability and to promote a proactive approach inreporting evaluating and resolving risks associated with the Company's business andprocesses. The Board is informed about the identified risks assessment thereof andminimization procedures and identification of risk elements which in the opinion of theCommittee may threaten existence of the Company.

The Company has an internal control system commensurate with its size of operations.The internal audit function is carried out by external agencies which report to the AuditCommittee. During the course of internal audit the efficacy and adequacy of internalcontrol systems is also evaluated and all corrective actions are taken based on thereports or whenever merited.

The Company has not granted any loan or issued any guarantee or made any investment towhich the provisions of Section 186 of the Act apply. The Company does not invite oraccept any Fixed Deposits and accordingly there are none outstanding as on March 31 2022.

Transactions with related parties during the year were in the ordinary course ofbusiness and on arm's length basis. There are no material related party transactionsentered into by the Company which may have a potential conflict of interest with that ofthe Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is notrequired to be annexed. As required under provisions of the Act and Regulation 23 of SEBIListing Regulations 2015 all proposed Related Party Transactions are placed before theAudit Committee for approval or for omnibus approval as necessary and a statement of allsuch transactions is also placed for review. The policy on Related Party Transactions isuploaded on the website www.xproindia.com/Codes/XILPolRelPartyTrans.pdf. The AuditCommittee is compliant with Section 177 of the Act and Regulation 18 of SEBI ListingRegulations 2015; details are in our Corporate Governance Report. There was no instanceduring the year where the Board did not accept any recommendation of the Audit Committee.

There are no significant and material orders passed by any Regulators/Courts/Tribunalswhich impact the going concern status of the Company and its future operations.

The Company has a vigil mechanism for directors and employees to report genuineconcerns in accordance with the Whistle Blower Policy; no employee is denied access to theAudit Committee in this regard. The said policy provides for safe guards through ProtectedDisclosures against victimization of persons who use such mechanism and is displayed onthe Company's website. The details of the whistle blower policy are also annexed herewith.

Information pursuant to Section 197(12) of the Act read with Rule 5 (as amended) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed. ACommittee is set up to look into complaints under The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013; no related complaint wasfiled during the year and none are pending.

The Company has constituted a Committee on Corporate Social Responsibility (CSR) incompliance with Section 135 of the Companies Act 2013 details of which are furnished inthe Corporate Governance Report. Steps have always been taken by the Company foreducation social and inclusive development in its local areas besides immediate humaneresponse and support during the pandemic; however given the relatively small size of theunits and their geographical spread it has not been practical to yet undertake anysignificant projects beyond these. Your Company carries out CSR activities mainly throughother implementing agencies or contribution to approved funds as the CSR Committee and theBoard decide. The CSR Policy and the annual report on CSR activities in accordance withthe Companies (Corporate Social Responsibility Policy) Rules 2014 are annexed herewith.

The Company is at present among the top 1000 listed entities based on marketcapitalization (as at March 31 2022). Accordingly a Dividend Distribution Policy asrequired was adopted by the Board and is available on the Company's web-site atwww.xproindia.com/Codes/XILDivDistPolicy.pdf. A Business Responsibility Report as nowrequired is also annexed herewith.

DIRECTORS' RESPONSIBILITY STATEMENT

As per Regulation 17(8) of SEBI Listing Regulations 2015 the CEO and CFO certified thefinancial statements; which have been reviewed by the Audit Committee and taken on recordby the Board. Having taken reasonable and bonafide care pursuant to Section 134(3)(c) ofthe Act the Directors indicate that (i) in preparation of the annual accounts applicableaccounting standards had been followed along with proper explanations relating to materialdepartures; (ii) the Directors selected such accounting policies and applied themconsistently and made judgements and estimates that

are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit of the Company for theyear; (iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (iv) the Directors had prepared the annual accounts on a goingconcern basis; (v) the directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS' OBSERVATIONS

The observations of Statutory Auditors and Secretarial Auditors are routine and in thenature of general disclosures.

AUDITORS

M/s Walker Chandiok & Co LLP Chartered Accountants were appointed as theStatutory Auditors of the Company at the 20th Annual General Meeting held on September 52017 to hold office for a term of five years until the conclusion of the 25th AnnualGeneral Meeting. Being eligible they have offered themselves for reappointment. Asproposed by the Audit Committee and recommended by the Board of Directors re-appointmentof M/s Walker Chandiok & Co LLP Chartered Accountants (Firm RegistrationNo.001076N/N500013) is being proposed as the Statutory Auditors to hold office for asecond and final term of 5 (Five) consecutive years from the conclusion of the 25th AnnualGeneral Meeting till the conclusion of the 30th Annual General Meeting.

Pursuant to Section 204 of the Act the Company appointed Sri Girish Bhatia practicingCompany Secretary to undertake Secretarial Audit of the Company. The Report ofSecretarial Auditors is annexed herewith.

Cost Audit for the year ended March 31 2022 is being carried out by M/s SanghaviRanderia & Associates Cost Accountants Mumbai (Firm Registration No. 00175). TheBoard on recommendation by the Audit Committee has appointed M/ s Sanghavi Randeria& Associates Cost Accountants Mumbai to conduct the audit of the cost records ofthe Company for the year ending March 31 2023. In terms of Section 148 (3) of the Acttheir remuneration is required to be approved at the forthcoming Annual General meeting.

ACKNOWLEDGEMENTS

Former Company Secretary Sri S C Jain who was also advising the Companypost-retirement demised suddenly in January 2022. The Board expresses its sincerecondolences and recollects his dedicated services during his long tenure.

We place on record our sincere appreciation of the valuable cooperation and supportreceived at all times by the Company from all its Bankers particularly the lead bankState Bank of India all concerned Government and other authorities and Shareholders.Relations with employees were generally cordial. We particularly record our appreciationof the sincere and dedicated services made by all employees during what has been a tryingperiod. We greatly appreciate the trust faith and confidence of the Shareholders asreposed in the Company.