Advanced Enzyme Technologies Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Board of Directors (“Board”) is pleased to present the 36th Annual Report of Advanced Enzyme Technologies Limited (“Company”)
along with the Audited financial statements for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the financial year ended March 31, 2025 is summarized below:

(J in million)

Standalone

Consolidated

Particulars

Year ended
March 31, 2025

Year ended
March 31, 2024

Year ended
March 31, 2025

Year ended
March 31, 2024

Revenue from operations

3,514

3,655

6,369

6,239

EBITDA

706

1,052

1,944

2,045

Less:

Finance Cost

2

2

35

29

Depreciation and Amortisation

114

109

365

352

Add:

Other income

615

588

330

366

Profit before exceptional items and Tax

1,205

1,529

1,874

2,030

Exceptional items

0

189

0

151

Profit Before Tax (PBT)

1,205

1,340

1,874

1,879

Less: Provision for Taxation

Current tax

169

270

495

566

Deferred tax

12

(11)

39

(53)

MAT credit entitlement

-

-

(2)

(4)

Tax adjustment for earlier years

-

-

2

-

Tax expenses

181

259

534

509

Profit for the year

1,024

1,081

1,340

1,370

Surplus Brought Forward from the Previous Year

4,696

4,175

10,795

10,023

Amount Available for Appropriations

5,147

5,256

12,135

11,393

Earnings Per Share (Amount in H)

Basic

9.16

9.67

11.72

11.92

Diluted

9.15

9.66

11.71

11.92

RESULTS FROM OPERATIONS
Revenue - Consolidated

Your Company''s revenue from operations on a consolidated
basis increased to H 6,369 million in the financial year 2024-25
(“
FY25”) from H 6,239 million in the financial year 2023-24
(“
FY24”), a growth rate of 2%. The total revenue comprises
international sales amounting to H 3,464 million (FY24 - H 3,133
million), an increase of 11% and domestic sales amounting to
H 2,905 million (including Export Incentives of H 4 million) (FY24 -
H 3,106 million (including Export Incentives of H 4 million),
decrease of 6%.

Your Company''s domestic sales constitute about 46% of
revenue from operations during FY25 as compared to 50% of
revenue from operations during FY24. International sales were
54% of revenue from operations as compared to 50% of revenue
from operations during FY24.

Revenue - Standalone

Your Company''s revenue from operations on a standalone
basis were H 3,514 million in FY25 from H 3,655 million
in FY24, a decrease of 4%. The total revenue comprises
international sales of H 1,270 million (FY24 - H 1,134 million),
an increase of 12% and domestic sales at H 2,244 million
(including Export Incentives of H 4 million) (FY24 - H 2,520 million
(including Export Incentives of H 4 million), a decrease of 11%.

The domestic sales constitute 64% of revenue from operations
during FY25 as compared to 69% of revenue from operations
during FY24. International sales were 36% of revenue from
operations during FY25 as compared to 31% of revenue from
operations during FY24.

Profits - Consolidated

EBITDA (Earnings before interest, tax, depreciation &
amortisation excluding other income) during FY25 was H 1944
million (31%) as compared to H 2,045 million (33%) during FY24,
a decrease of 5%.

Profit before tax stood at H 1,874 million (29%) during FY25 as
against H 1,879 million (30%) in the previous year, a decrease
of 0.3%. Profit after tax stood at H 1,340 million during FY25 as
compared to H 1,370 million during FY24, a decrease of 2%.

Profits - Standalone

EBITDA during the year under review was at H 706 million (20%)
as compared to H 1,052 million (29%) in FY24. Profit before tax
stood at H 1,205 million during FY25 as compared to H 1,340
million in FY24, a decrease of 10%. Profit after tax stood at
H 1,024 million during FY25 as compared to H 1,081 million during
FY24, a decrease of 5%.

DIVIDEND

During the financial year under review, the Board of Directors
of your Company had declared an Interim Dividend @ 200% i.e.
H 4/- per Equity Share of face value of H 2/- each for the financial
year 2024-25, aggregating to about H 44730 million (subject to
deduction of taxes, as applicable).

Pursuant to the Dividend Distribution Policy of the Company,
the Board of Directors recommends a final Dividend @ 60%

i.e. H 1.20/- per Equity Share of face value of H 2/- each for the
financial year 2024-25 (“
FY25”), aggregating to about H 134.26
million (subject to deduction of taxes, as applicable) i.e. an
increase of 9.10% on the previous year final Dividend.

The final Dividend payout is subject to approval of the Members
at 36th Annual General Meeting (“AGM”) of your Company.

Further, the Board of Directors of your Company declared an
Interim Dividend @ 200% i.e. H 4/- per Equity Share of face value
of H 2/- each for the financial year 2025-26 (“
FY26”), aggregating
to about H 447.52 million (subject to deduction of taxes, as
applicable).

The Dividend Distribution Policy of the Company is available on
the website of the Company at www.advancedenzymes.com/
investors/corporate-governance/#codes-and-policies.

The Dividend Distribution Tax payable by domestic companies
on declaration of dividend has been abolished w.e.f. April
01, 2020. Pursuant to this amendment and consequential
amendments brought vide Finance Act, 2020, as the dividend by
the companies is taxable in the hands of the shareholders, the
Company would be under an obligation to deduct tax at source
(“TDS”) in accordance with the provisions of the Income Tax Act,
1961 (as amended from time to time).

RESERVES

During the FY25, your Company has not transferred any amount
to the General Reserves.

EMPLOYEES STOCK OPTION PLAN

The Members of the Company approved Advanced Enzyme
Technologies Limited - Employees Stock Option Scheme 2022
("
ESOP Scheme 2022") and related matters on August 19, 2022 at
the 33rd Annual General Meeting of the Company. Your Company
has received the In-principle approval from BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE).

During the reporting period, the Company allotted 57,075 Equity
Shares of face value of H 2 per share pursuant to the Exercise of
Options under ESOP Scheme 2022.

Consequent to the said allotment, the paid-up share capital
of the Company increased from H 223,648,150 comprising
of 111,824,075 Equity Shares of H 2 each to H 223,762,300
comprising of 111,881,150 Equity Shares of H 2 each.

During the reporting period, the Nomination & Remuneration
Committee of the Company vide its circular resolution passed
on March 27, 2025 approved the Grant of 512,500 stock Options
in aggregate having face value of H 2 each to the eligible
Employees, under the ESOP Scheme 2022.

The Company has received a certificate from Mr. Shiv Hari
Jalan, Proprietor of Shiv Hari Jalan & Co., Practicing Company
Secretaries that ESOP Scheme 2022 has been implemented in
accordance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 [“
SEBI SBEB Regulations”]

by the Members in the General meeting. The certificate will be
placed at the ensuing AGM for inspection by the Members of the
Company.

The disclosure pertaining to the said ESOP Scheme 2022
as required under the Act and SEBI SBEB Regulations are
provided on the website of the Company under the tab ‘Details
of Employees Stock Option’ at www.advancedenzymes.com/
investors/shareholder-information

FINANCIAL STATEMENTS

The financial statements of your Company for the year ended
March 31, 2025 are prepared in accordance with the Indian
Accounting Standards ("
IND AS"), read with the provisions
of Section 129 and other applicable provisions, if any, of the
Companies Act, 2013 (“
the Act”), rules framed thereunder and
Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (including any statutory modification(s) or re-enactments
thereof for the time being in force) [“
SEBI Listing Regulations”]
and forms part of this Integrated Annual Report.

The estimates and judgments relating to the financial
statements are made on a prudent basis, so as to reflect in a
true and fair manner, the form and substance of transactions
and reasonably present the Company’s state of affairs, profits
and cash flows for the year ended March 31, 2025.

SUBSIDIARIES

Your Company has 12 (Twelve) subsidiaries as on March 31,2025
as listed below:

Domestic Subsidiaries:

1. Advanced Bio-Agro Tech Limited (60%) [“ABAT ”];

2. Advanced EnzyTech Solutions Limited (100%) [“AESL”];

3. JC Biotech Private Limited (95.72%) [“JCB”];

4. SciTech Specialities Private Limited (51%) [“SciTech”]

5. Saiganesh Enzytech Solutions Private Limited (50%)
[“
Saiganesh”]

In terms of the financial performances:

i. ABAT’s revenue for FY25 was H 479 million (previous
financial year [“FY24”] - H 448 million), and Profit after Tax
for FY25 was H 36 million (FY24 - H 40 million).

ii. AESL’s revenue for FY25 was H 183 million (FY24 - H 153
million), and Profit after Tax for FY25 was H 22 million
(FY24 - H 19 million).

iii. JCB’s revenue for FY25 was H 600 million (FY24 - H 626
million), and Profit after Tax for FY25 was H 12 million (FY24 -
H 18 million).

iv. SciTech’s revenue for FY25 was H 542 million (FY24 - H 418
million), and Profit after Tax for FY25 was H 37 million (FY24 -
H 37 million).

v. Saignesh’s revenue for FY25 was H 213 million (FY24 - H 267
million), and Profit after Tax for FY25 was H 16 million (FY24 -
H 26 million).

International Subsidiaries:

1. Advanced Enzymes USA (100%)

A. Advanced Supplementary Technologies Corporation
(100% Subsidiary of Advanced Enzymes USA) ;

B. Cal-India Foods International (doing Business as
Specialty Enzymes and Biotechnologies) (100%
Subsidiary of Advanced Enzymes USA);

C. Enzyme Innovation Inc. (100% Subsidiary of Cal-India
Foods International);

D. Starya Labs Inc. effective from December 09, 2024
(100% Subsidiary of Advanced Enzymes USA)*

*Note: (iii)The Board of Directors of Advanced
Enzymes USA (“AEU”), a wholly owned subsidiary of
the Company, has accorded its approval for formation
of a new corporation in California (US), Starya Labs,
Inc (“Starya Labs”). Cal-India Foods International
USA, a step-down wholly owned subsidiary of the
Company (“SEB”), to spin-off and transfer its enzyme/
probiotic laboratory testing services (“SEB Lab”)
together with certain assets and liabilities related
to the said SEB Lab into Starya Labs. The aggregate
value of the assets to be transferred by SEB to Starya
Labs, including any liabilities, contracts, intellectual
property, and personnel, not exceeding US $500,000

I n terms of the consolidated financial performance
of Advanced Enzymes USA, the revenue for FY25 was
H 2,342 million (FY24 - H 2,128 million), and Profit after
Tax for FY25 was H 714 million (FY24 - H 616 million).

2. Advanced Enzymes Europe B.V. (100%) [“AEE”]

In terms of the consolidated financial performance
(including its subsidiary, evoxx technologies, GmbH),
AEE’s revenue for FY25 was H 214 million (FY24 - H 230
million), and profit for FY25 was H 30 million (which
includes about H 13 million of operational loss, H 123
million of other income, H 9 million of deferred tax reversal,
H 59 million of amortization expense and H 31 million of
finance cost) as compared to loss of H 78 million for FY24.

3. evoxx technologies GmbH [100% subsidiary of AEE] [“evoxx”]

For FY25, the revenues for evoxx was H 214 million (FY24
- H 230 million) and had a negative impact on the bottom
line by H 39 million including operational loss of H 27 million
(FY24 - negative impact on the bottom line by H 26 million
including operational loss of H 15 million) and charge of H 9
million (FY24 - H 11 million) of an amortization expense.

The Policy for determining Material Subsidiaries is available
on the website of the Company: www.advancedenzymes.
com/investors/corporate-governance. During the year
under review, JC Biotech Private Limited in India and Cal-
India Foods International in USA were Material Subsidiaries
of your Company based on the criteria specified in the SEBI
Listing Regulations.

A separate statement containing the salient features of
the financial performance of subsidiaries in the prescribed
Form AOC-1 is annexed to the financial statements of the
Company. The Audited Consolidated financial statements
together with Auditors'' Report forms an integral part of the
Annual Report.

The individual financial statements and other reports of
the Company’s subsidiaries have not been attached to the
financial statements of the Company for FY25. Pursuant
to the provisions of Section 136 of the Act read with the
SEBI Listing Regulations, the financial statements of
the subsidiaries and related information are uploaded
on the website of your Company and can be accessed
on the web link, www.advancedenzymes.com/investors/
quarterly-updates/financial-results and also available
for inspection, during working hours at the registered
office of the Company on working days except Saturdays
and Sundays, up to the date of 36th AGM of the Company.
Any Member desirous of conducting inspection and/or of
seeking information on the Annual financial statements
of the Company’s subsidiaries may write and intimate in
advance, to the Company Secretary.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review:

(i) Based on the approval of the Board of Directors of your
Company, a further investment of H 478.18 million [Euro
5.36 million] in Advanced Enzymes Europe B.V., wholly
owned subsidiary [“AEE”] through acquisition/subscription
to the issue of 3,623,163 Equity Shares of AEE at Euro 1.48
per Equity Share was completed by your Company on
December 19, 2024. The said investment was utilized by
AEE to retire interest bearing debt borrowed earlier by AEE
from Advanced Enzymes USA, a wholly owned subsidiary
of your Company. AEE continues to be the wholly owned
subsidiary of the Company and there was no change in the
percentage shareholding (100%) of the Company in AEE
pursuant to said further investment.

(ii) The Board of Directors of your Company approved a
collaboration of the Company with a developer engaged in
the development of group captive solar power project, for
setting up a solar power plant through its Special Purpose
Vehicle, to avail and meet the power / electricity requirement
through solar for the Plants of the Company at Sinnar,
Nashik. In such case, the developer would undertake the
group captive solar power plant project through a Special
Purpose Vehicle company ("SPV") wherein the buyer of the
solar power is required to invest in at least 26% of the said
SPV as per the requirement of the applicable laws. In view
of this, once the developer/in-principle terms are finalized
and the requisite agreements formalized, the Company
will be required to invest in 26% Equity shares of such SPV,
with the total investment amount in the said Equity Shares
not to exceed H 10 million.

(iii) The Board of Directors of Advanced Enzymes USA (“AEU”),
a wholly owned subsidiary of your Company, accorded its

approval for formation of a new corporation in California
(US), Starya Labs, Inc (“Starya Labs”). Cal-India Foods
International USA, a step-down wholly owned subsidiary
of the Company (“SEB”) to spin-off and transfer its
enzyme/probiotic laboratory testing services (“SEB Lab”)
together with certain assets and liabilities related to the
said SEB Lab into Starya Labs. The said new corporation,
Starya Labs was incorporated and become a wholly owned
subsidiary of AEU on December 09, 2024. The aggregate
value of the assets to be transferred by SEB to Starya Labs,
including any liabilities, contracts, intellectual property,
and personnel, not to exceed US $500,000

The details are available on the website of the Company at
www.advancedenzymes.com/investors/announcements-notices

Except as mentioned above, no other entity has become or
ceased to be a Subsidiary, Joint Venture or Associate of the
Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future
outlook of your Company, Subsidiaries and its Business including
Risks, Opportunities and Threats are given in the Management
Discussion and Analysis, as required under the SEBI Listing
Regulations, which is provided in separate section and forms an
integral part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act,
2013, the Directors, to the best of their knowledge and belief
and based on the information and explanations provided to
them, confirm that:

a. in the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards read
with requirements set out under Schedule III to the Act,
have been followed and there are no material departures
from the same;

b. appropriate accounting policies have been selected and
applied consistently and judgments and estimates are
made reasonably and prudently so as to give a true and fair
view of the state of affairs of the Company as at March 31,
2025 and of the profit of the Company for the year ended on
that date;

c. Proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and
other irregularities;

d. the annual accounts have been prepared on a ''going
concern'' basis;

e. Proper internal financial controls are devised to ensure
compliance with all the provisions of the applicable laws
and that such internal financial controls are adequate and
are operating effectively; and

f. Proper systems are devised to ensure compliance with the
provisions of all applicable laws and that such systems are
adequate and operating effectively.

RISK MANAGEMENT

Your Company understands that controlling risks through a
formal program is a necessary component and an integral

cornerstone of Corporate Governance. Your Company has
adopted Risk Assessment & Management policy which embeds
the vision that a robust Risk Management system ensures
commensurate controls and monitoring mechanism for smooth
and efficient management of Business. The Policy outlines
the framework for identification, measurement, evaluation,
monitoring and mitigation of various risks. The Management has
also reviewed the Risk Management framework of the Company.
The Risk Registers are prepared by the concerned departments
wherein the respective risks are identified along with its current
control activities and the mitigation plans. Thereafter, the
registers are reviewed.

The Risk Management Committee constituted by the Board
of Directors of your Company (“Board”) assists the Board
in monitoring and review of Risk Management Policy of the
Company including associated systems, processes, controls
& strategies thereto, various risks exposures of the Company,
on a periodic basis and then inform the Board about the risks
assessed, their concerns and action plan with strategy for
mitigation of the risks and such other functions related to risk
management & mitigation as may be required by the Board, from
time to time.

RELATED PARTY TRANSACTIONS

During the year under review, all transactions with the Related
Parties were placed before the Audit Committee for its approval.
An omnibus approval from the Audit Committee was obtained
for the Related Party transactions which are repetitive in
nature. The Audit Committee and the Board, reviewed all the
transactions entered into pursuant to the omnibus approvals
on a quarterly basis. All the transactions with Related Parties,
entered into during the year under review, were in the ordinary
course of business and on arms’ length basis in accordance with
the provisions of the Act, Rules made thereunder and the SEBI
Listing Regulations. Approval of the Members of the Company is
also obtained in case any Related Party transaction exceeds the
prescribed limits and as good corporate governance practice
as there may be few transactions that may be carried out in
the long-term interest of the Company. The transactions of the
Company with its wholly-owned subsidiaries as per the terms
mentioned in the Act and the SEBI Listing Regulations, are
exempted from the approval of the Members, and hence such
approvals are not obtained by the Company.

The Policy on Related Party Transactions (as reviewed and
revised by the Board effective February 08, 2025) is available
on the Company''s website and can be accessed at www.
advancedenzymes.com/investors/corporate-governance

As prescribed under Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Account) Rules, 2014,
particulars of contracts/arrangements with Related Parties are
given in Form AOC-2, annexed as Annexure I to this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to Section 124(6) of the Companies Act, 2013, all
shares in respect of which Dividend has not been paid or claimed
for seven consecutive years or more shall be transferred by the
company in the name of Investor Education and Protection
Fund (“
IEPF”). Your Company transferred 9,663 unclaimed
Equity Shares pertaining to financial year 2016-17 to the Demat
account of IEPF during November 2024. The details of the said
shares are provided on the website of the Company at www.
advancedenzymes.com/investors/shareholder-information

During the year under review, the Company transferred unclaimed
Dividend of H 181,186 for the financial year 2016-17 As on March
31,2025, the total amount lying in the Unpaid Dividend accounts
of the Company in respect of the last seven years was around
H 1.49 million. In addition, the total amount lying in the Unpaid
(Interim) Dividend account of the Company for FY25 is around H
0.79 million. Details of unclaimed Dividend and Shares due for
transfer with due dates and procedure to claim the same are
provided in the Notes to the Notice convening 36th AGM of the
Company (“AGM Notice” / “Notice of 36th AGM”) and briefly in the
Corporate Governance Report which forms an integral part of
this Report.

Details of Nodal Officer are displayed on the Company’s website at:

www.advancedenzymes.com/investors/shareholder-

information

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Annual Report on Corporate Social Responsibility (“CSR”)
activities/project is provided in Annexure II and the report
along with all the details thereto, forms an integral part of this
Report. The Composition of CSR Committee is disclosed in
the said Annual Report on CSR Activities and in the Corporate
Governance report section.

The CSR policy of the Company intends to focus on certain
projects which include initiatives in the field of education,
skill development/vocational training, health care, sanitation,
safe drinking water, environment sustainability, women
empowerment and rural development which will
inter alia
enable creation of a sustainable livelihood in the society and
better human capital. The CSR policy covers the potential
CSR activities in line with the provisions of Section 135 of the
Companies Act, 2013 (as amended) and Schedule VII thereto.

The Corporate Social Responsibility Policy may be accessed
on the Company''s website at www.advancedenzymes.com/
investors/corporate-governance.

POLICY ON CRITERIA FOR APPOINTMENT / REMOVAL OF
DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND EMPLOYEES

As per the Nomination & Remuneration Policy of the Company
("
Policy"), the Nomination and Remuneration Committee inter
alia
recommends the appointment of Directors, Key Managerial
Personnel (KMP) and Senior Management Personnel. The Policy
lays down the criteria for such appointments and the framework
in relation to remuneration of Directors including Managerial
Personnel, KMPs and employees of the Company. The
Nomination & Remuneration Committee oversees the matter
of remuneration to the Executive Directors, KMPs and Senior
Management Personnel and recommends to the Board, revision,
if any, in the remuneration of the said Directors / Personnel
subject to limits as may be approved by the Members.

The Nomination and Remuneration Policy may be accessed on
the website of the Company at www.advancedenzymes.com/
investors/corporate-governance.

The Board affirms that the remuneration paid to the Directors is
as per the terms laid out in the Nomination and Remuneration
Policy of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the
composition of Board and Key Managerial Personnel of the Company.

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors of the Company have given the
following declarations stating that:

(i) they meet the ''criteria of Independence'' as defined
under Regulation 16(1) of the SEBI Listing Regulations
and Section 149(6) of the Companies Act, 2013 read with
Schedule IV and the relevant Rules made thereunder;

(ii) they have complied with the provisions of the Code of
Conduct & Ethics of the Company. The Independent
Directors have confirmed that they are not aware of any
circumstance or situation which exist or may be reasonably
anticipated, that could impair or impact their ability to
discharge their duties with an objective independent
judgment and without any external influence.

(iii) they have complied with the provisions of Rule 6(1) and
6(2) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 (as amended) with regards to the
registration on the Independent Directors’ databank.

None of the Directors of the Company are disqualified for
being appointed as Directors as specified in Section 164(2)
of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as
amended).

The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience and
expertise and they hold highest standards of integrity.

The Independent Directors of your Company have registered on
the Independent Directors’ Databank pursuant to the provisions
of Section 149 of the Companies Act, 2013 and the applicable
rules thereunder (“Act”). The Independent Directors, as on
March 31, 2025, have informed the Company, that they have
either claimed exemption or passed the online proficiency test
prescribed under the Act.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the
Companies Act, 2013 read with Rules made thereunder and
the Articles of Association of the Company, Mr. Mukund Kabra
(DIN: 00148294), Whole-time Director, retires by rotation at
the ensuing AGM and being eligible offers himself for re¬
appointment. The Board recommends the said re-appointment
of Mr. Mukund Kabra at the 36th AGM and his brief profile is
provided in the Notice convening the said AGM of the Company.

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014
(as amended), M/s. MSKA & Associates, Chartered Accountants
[Firm’s Registration No: 105047W] were appointed as Statutory
Auditor for a term of five consecutive years to hold office from
the conclusion of 32nd AGM up to the conclusion of the 37th AGM.
The Auditors'' Report to the Members on the financial statements
of the Company for the year ended March 31, 2025 forms a part
of the Annual Report and the Auditors’ Report does not contain
any qualification, reservation or adverse remark.

COST RECORDS AND AUDIT

The Company has maintained Cost records in accordance with
the provisions of Section 148(1) of the Companies Act, 2013,
during the year under review.

In terms of Section 148 of the Companies Act, 2013 read with
Companies (Cost Records and Audits) Rules, 2014, as amended
(“Act”), the Company is not required to have the audit of cost
records conducted by the Cost Accountant in practice, for the
financial year 2025-26 (“FY26”). During the year under review,
based on the recommendations of the Audit Committee, the
Board of your Company approved the appointment of M/s.
Shilpa & Co., Cost Accountants, Nashik (Firm Registration No.
100558) as the Cost Auditors of the Company to carry out the
Cost Audit of the cost records of the Company for FY25. The
remuneration of the Cost Auditors was ratified by the Members
of the Company in its previous Annual General Meeting held on
July 25, 2024.

As per the applicable provisions of the Act, the Cost Auditor
is required to forward the Cost Audit Report to the Company
within 180 days from the end of the financial year. Once the Cost
Audit Report is received and as may be approved by the Board,
the same shall be filed by the Company within the timelines
prescribed under the Act.

SECRETARIAL AUDITOR / AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (as amended), the Board
appointed Mr. Shiv Hari Jalan, Practicing Company Secretary
(FCs No. 5703 C.P. No. 4226) to undertake the Secretarial Audit
of the Company for the financial year 2024-25 (“FY25”). The
Secretarial Audit Report for the FY25 is annexed as Annexure
III (A) and forms an integral part of this Report. The Secretarial
Audit Report for the year ended March 31, 2025 does not contain
any qualification, reservation or adverse remark.

Further, pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations, the Secretarial Audit Report of JC Biotech
Private Limited, Material Unlisted Subsidiary for the financial
year 2024-25 is annexed as Annexure III (B) and forms an integral
part of this Report. The Secretarial Audit Report of JC Biotech
Private Limited for the year ended March 31, 2025 does not
contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Regulation 24A of the SEBI Listing
Regulations (as amended), the aforesaid provisions of the
Companies Act, 2013 and based on the recommendations of the
Audit Committee and subject to the approval of the members
of the Company, the Board has appointed Mr. Shiv Hari Jalan,
Proprietor of Shiv Hari Jalan & Co., Company Secretary in
practice (FCS No. 5703; C.P. No. 4226) as the Secretarial Auditor
of the Company for a term of 5 (Five) consecutive years to hold
office from the conclusion of ensuing AGM till the conclusion of
41st AGM to be held for the financial year 2029-30 i.e. to conduct
the Secretarial Audit from the financial year 2025-26 to the
financial year 2029-30.

Brief profile of the said proposed Secretarial Auditor is
separately provided in the Notice of ensuing AGM. Mr. Shiv Hari
Jalan has given his consent to act as the Secretarial Auditor of
the Company and confirmed that: (i) the aforesaid appointment,
if made, would be within the prescribed limits under the Act &
Rules made thereunder and SEBI Listing Regulations; and (ii) he
is not disqualified to be appointed as the Secretarial Auditor in
terms of provisions of the Act, Rules made thereunder and SEBI
Listing Regulations.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance and the Certificate of
the Practicing Company Secretary regarding compliance of
the conditions of Corporate Governance as required pursuant

to the provisions of the SEBI Listing Regulations, are enclosed
as Annexure IV. Declaration signed by the Whole-time Director
affirming compliance with the Code of Conduct by the members
of the Board and Senior Management Personnel also forms part
of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provisions of Regulation 34 of the SEBI Listing
Regulations (as amended), the Business Responsibility and
Sustainability Report (“BRSR Report”) for FY25 is provided
in a separate section of this Annual Report FY25 and may
be accessed on the website of the Company at https://
www.advancedenzymes.com/investors/stock-exchange-
compliance/#other-compliance

COMMITTEES OF THE BOARD

As per the Companies Act, 2013 and the SEBI Listing
Regulations, during the year under review, the Board has five
statutory Committees viz., Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee and the
Risk Management Committee. The details of the composition
of these Committees along with number of meetings held and
attendance at the meetings are provided in the Corporate
Governance Report, which forms an integral part of this Report.

VIGIL MECHANISM

Your Company had adopted Whistle Blower Policy / Vigil
Mechanism Policy pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 and the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of the
SEBI Listing Regulations. Details on the Vigil Mechanism of your
Company have been outlined in Corporate Governance Report,
which forms an integral part of this Report.

The Whistle Blower Policy may be accessed on your Company''s
website at www.advancedenzymes.com/investors/corporate-
governance

MEETINGS OF THE BOARD

During the year, 4 (four) meetings of the Board of Directors
were held. The requisite details of the Board Meetings and the
details of the Directors present are provided in the Corporate
Governance Report, which forms part of this Report.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with
the provisions of applicable Secretarial Standards issued by
the Institute of Company Secretaries of India with respect to
the Board and General Meetings, as notified by the Ministry of
Corporate Affairs of India.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES
AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the
SEBI Listing Regulations, the Board has undertaken an Annual
Evaluation of its own performance, its various Committees and
individual Directors. The manner in which the performance
evaluation has been carried out has been given in the Corporate
Governance Report, annexed to this Report. The Board expressed
its satisfaction of the evaluation process and outcome.

The Board Evaluation policy can be accessed on your Company''s
website at www.advancedenzymes.com/investors/corporate-
governance.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to provisions of Regulation 25(7) of the SEBI
Listing Regulations, the details of familiarization
program is available on the website of your Company at
www.advancedenzymes.com/investors/corporate-governance.
Further, upon appointment of an Independent Director, the
Company issues a letter of appointment outlining his / her role,
function, duties and responsibilities. The format of the letter of
appointment is available on the Company''s website at: www.
advancedenzymes.com/investors/corporate-governance

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of
Insider Trading (known as the AETL Insider Trading Code), which
lays down the process for trading in securities of the Company
by the Designated Persons and to regulate, monitor and report
trading by the employees of the Company either on his/her
own behalf or on behalf of any other person, on the basis of
Unpublished Price Sensitive Information.

The aforementioned Code, as amended, is available on the
website of the Company at www.advancedenzymes.com/
investors/corporate-governance

INTERNAL CONTROLAND ITS ADEQUACY

Your Company has adopted procedures and systems for
ensuring the orderly and efficient conduct of its Business,
including adherence to the Company''s policies, safeguarding
of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and
the timely preparation of financial disclosures. Your Company
maintains appropriate and adequate Internal Control System /
Internal Financial Control commensurate to its size and nature
of operations. Your Company''s Internal Control systems are
tested and certified by the Internal Auditors and Statutory
Auditors of the Company.

The Audit Committee periodically reviews the report(s) of the
independent Internal Auditors along with the adequacy and
effectiveness of Internal Control systems.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and
material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and its future operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of Business of your Company
during the year under review affecting the financial position of
the Company.

MATERIAL CHANGES FROM THE DATE OF END OF FINANCIAL
YEAR TILL THE DATE OF THIS REPORT

Except as otherwise mentioned in this report, there are no
material changes and commitments affecting the financial
position of the Company which have occurred between the end
of the Financial year of the Company to which the financial
statements relates and the date of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

The details of Loans and Investments under Section 186 of
the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended), for the FY25 are given in the
Standalone financial statements (Note No. 55 to the Standalone

financial statements). Your Company has not provided any
guarantee or security under Section 186 of the Act during the
year under review.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return of the Company as on March
31, 2025 is available on the website of the Company at
www.advancedenzymes.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required
under Section 134 of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 (as amended) is furnished in Annexure V
and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended (“Rules”), the details are
disclosed in Annexure VI to this report. In terms of Section 136(1)
of the Act read with second proviso to the Rule 5 of the said
Rules, the Integrated Annual Report with Annexure VI is being
sent to the Members excluding the statement of particulars of
employees under Rule 5(2) and (3) of the Rules (“Information”),
which forms part of this report. The Annexure VI / Information
under Rule 5(2) and (3) is available for inspection by the Members
at the registered office of the Company during business hours on
all working days except Saturdays and Sundays up to the date of
the AGM. Any Member interested in conducting inspection and/
or obtaining a copy of the said Annexure/Information may write
to the Company Secretary at the Registered Office address of
your Company.

DEPOSITS

During the year under review, your Company did not invite or
accept any Deposits covered under Chapter V of the Act. There
were no outstanding deposits within the meaning of Sections 73
and 74 of the Act, read together with the Companies (Acceptance
of Deposits) Rules, 2014 (as amended), at the end of the year
under review or the previous financial year.

CREDIT RATING

During the year under review, there was no change in the Credit
Rating obtained by the Company in terms of the Long-Term
rating which remained at CRISIL A /Stable (Reaffirmed). The
Short-Term rating was upgraded from CRISIL A1 to CRISIL A1
for outstanding Bank facilities (outstanding facilities), by Credit
Rating Information Services of India Limited (CRISIL).

GENERAL DISCLOSURES

During the year under review:

a. The Whole-time Director of your Company has not
received any remuneration or commission from any of the
subsidiaries.

b. Your Company has not issued Shares with Differential
Rights as to Dividend, Voting or otherwise.

c. Your Company has devised a policy on Prevention of
Sexual Harassment to comply with the provisions

of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
said policy is hosted on the Company''s website at
www.advancedenzymes.com. During the year under review,
there were no cases / grievances reported or pending and
the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

d. There are no details to be disclosed under Section 134(3)
(ca) of the Act as there has been no such fraud reported by
the Auditors under Section 143(12) of the Act.

e. There are no applications made by or any proceedings
pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

f. The details regarding the difference in valuation between
a one-time settlement and valuation for obtaining loans
from banks or financial institutions, along with reasons,
are not applicable.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support received
by the Company from the Banks, Government agencies/
organizations and employees of your Company.

Your Directors also acknowledge with thanks the faith reposed
by the Investors in the Company and look forward to their
continued support for times to come.

For and on behalf of the Board of Directors of
Advanced Enzyme Technologies Limited

Mukund Kabra Vinodkumar Jajoo

Whole-time Director Director

DIN:00148294 DIN:08224980

Place: Thane Place: Nashik

Date: May 13, 2025


Mar 31, 2024

The Board of Directors ("Board") is pleased to present the 35th Annual Report of Advanced Enzyme Technologies Limited ("Company") along with the Audited financial statements for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the financial year ended March 31,2024 is summarized below:

(Rs. in Million)

Standalone

Consolidated

Particulars

Year ended March 31, 2024

Year ended March 31, 2023

Year ended March 31, 2024

Year ended March 31, 2023

Revenue from operations

3,655

3,115

6,239

5,406

EBITDA

1,052

749

2,045

1,564

Less:

Finance Cost

2

1

29

24

Depreciation and Amortisation

109

103

352

350

Add:

Other income

588

98

366

255

Profit before exceptional items and Tax

1,529

743

2030

1,445

Exceptional items

189

-

151

41

Profit Before Tax (PBT)

1,340

743

1,879

1,404

Less: Provision for Taxation

Current tax

270

183

566

428

Deferred tax

(11)

5

(53)

(63)

MAT credit entitlement

-

(4)

-

Tax adjustment for earlier years

-

-

Tax expenses

259

188

509

365

Profit for the year

1,081

555

1370

1,039

Surplus Brought Forward from the Previous Year

4,175

3,827

10,023

9,173

Amount Available for Appropriations

5,256

4,175

11,393

10,023

Earnings Per Share (Amount in '')

Basic

9.67

4.97

11.92

9.45

Diluted

9.66

4.97

11.92

9.45

RESULTS FROM OPERATIONS Revenue - Consolidated

Your Company’s revenue from operations on consolidated basis increased to '' 6,239 million in the financial year 2023-24 ("FY24") from '' 5,406 million in the financial year 2022-23 ("FY23"), a growth rate of 15%. The total revenue comprises international sales amounting to '' 3,133 million (FY23 - '' 2,850 million), increase of 10% and domestic sales amounting to '' 3,106 million (including Export Incentives of '' 4 million) (FY23 - '' 2,557 million (including Export Incentives of '' 3 million)), an increase of 21%.

Your Company’s domestic sales constitute about 50% of revenue from operations during FY24 as compared to 47% of revenue from operations during FY23. International sales were 50% of revenue from operations as compared to 53% of revenue from operations during FY23.

Revenue - Standalone

Your Company’s revenue from operations on standalone basis increased to '' 3,655 million in FY24 from '' 3,115 million in FY23, at an increase of 17%. The total revenue comprises international sales of '' 1,134 million (FY23 -'' 975 million), an increase of 16% and Domestic sales at '' 2,520 million (including Export Incentives of '' 4 million) (FY23 - '' 2,140 million (including Export Incentives of '' 2 million)), an increase of 18%.

The domestic sales constitute 69% of revenue from operations during FY24 as compared to 69% of revenue from operations during FY23. International sales were 31% of revenue from operations during FY24 as compared to 31% of revenue from operations during FY23.

Profits - Consolidated

EBITDA (Earnings before interest, tax, depreciation & amortisation excluding other income) during FY24 was '' 2,045 million (33%) as compared to '' 1,564 million (29%) during FY23, an increase of 31%.

Profit before tax stood at '' 1,879 million (30%) during FY24 as against '' 1404 million (26%) in the previous year, an increase of 34%. Profit after tax stood at '' 1,370 million during FY24 as compared to '' 1,039 million during FY23, an Increase of 32%.

Profits - Standalone

EBITDA during the year under review was at '' 1,052 million (29%) as compared to '' 749 million (24%) in FY23. Profit before tax stood at '' 1,340 million during FY24 as compared to '' 743 million in FY23, an increase of 80%. Profit after tax stood at '' 1,081 million during FY24 as compared to '' 555 million during FY23, an increase of 95%.

DIVIDEND

During the financial year under review, the Board of Directors of your Company had declared an Interim Dividend @ 200%

i.e. '' 4/- per Equity Share of face value of '' 2/- each for the financial year 2023-24, aggregating to about '' 447.30 million (subject to deduction of taxes, as applicable).

Pursuant to the Dividend Distribution Policy of the Company, the Board recommends a final Dividend @ 55%

i.e. '' 1.10/- per Equity Share of face value of '' 2/- each for the financial year 2023-24 ("FY24"), aggregating to about '' 123.01 million (subject to deduction of taxes, as applicable) i.e. an increase of 10% on the previous year final Dividend.

The final Dividend payout is subject to approval of the Members at 35th Annual General Meeting ("AGM") of your Company.

Further, the Board of Directors of your Company declared an Interim Dividend @ 200% i.e. '' 4/- per Equity Share of face value of '' 2/- each for the financial year 2024-25 ("FY25"), aggregating to about '' 447.30 million (subject to deduction of taxes, as applicable).

The Dividend Distribution Policy of the Company is available on the website of the Company at www.advancedenzymes. com/investors/corporate-governance/#codes-and-policies.

The Dividend Distribution Tax payable by domestic companies on declaration of dividend has been abolished w.e.f. April 01, 2020. Pursuant to this amendment and consequential amendments brought vide Finance Act, 2020, as the dividend by the companies is taxable in the hands of the shareholders, the Company would be under an obligation to deduct tax at source ("TDS") in accordance with the provisions of the Income Tax Act, 1961 (as amended from time to time).

RESERVES

During the FY24, your Company has not transferred any amount to the General Reserves.

EMPLOYEES STOCK OPTION PLAN

The Members of the Company have approved the AETL Employee Stock Option Scheme 2022’ ("ESOP 2022") and related matters on August 19, 2022 at the 33rd Annual General Meeting of the Company. Your Company has received the In-principle approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

During the reporting period, the Nomination & Remuneration Committee of the Company in its meeting held on August 12, 2023 approved the first grant of 5,76,000 (Five Lakh Seventy Six Thousand) stock Options in aggregate having face value of '' 2 each to the eligible employees, divided in relevant categories under ESOP 2022. The said Options are yet to be vested and exercised as on the date of this report. In view of this, there has been no change in the share capital of the Company during the year under review.

The disclosure pertaining to the details of Employees Stock Option Scheme 2022 ("ESOP 2022") are provided in Annexure I and forms part of this Report. The said disclosure is displayed on the website of the Company under the tab ''Details of Employees Stock Option’ at www.advancedenzymes.com/investors/shareholder-information

FINANCIAL STATEMENTS

The financial statements of your Company for the year ended March 31, 2024 are prepared in accordance with the Indian Accounting Standards ("IND AS"), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") rules framed thereunder and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactments thereof for the time being in force) ["SEBI Listing Regulations"] and forms part of this Integrated Annual Report.

The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31,2024.

SUBSIDIARIES

Your Company has Eleven (11) subsidiaries as on March 31, 2024 as listed below:

Domestic Subsidiaries:

1. Advanced Bio-Agro Tech Limited (60%) ["ABAT"];

2. Advanced EnzyTech Solutions Limited (100%) ["AESL"];

3. JC Biotech Private Limited (95.72%) ["JCB"];

4. SciTech Specialities Private Limited (51%) ["SciTech"]

5. Saiganesh Enzytech Solutions Private Limited (50%) ["Saiganesh"]

In terms of the financial performances:

i. ABAT’s revenue for FY24 was '' 448 million (previous financial year ["FY23"] - '' 472 million), and Profit after Tax for FY24 was '' 40 million (FY23 - '' 60 million).

ii. AESL’s revenue for FY24 was '' 153 million (FY23 -'' 134 million), and Profit after Tax for FY24 was '' 19 million (FY23 - '' 18 million).

iii. JCB’s revenue for FY24 was '' 626 million (FY23 -'' 502 million), and Profit/(loss) after Tax for FY24 was '' 18 million (FY23 - '' (18) million).

iv. SciTech’s revenue for FY24 was '' 418 million (FY23 -'' 353 million), and Profit/(loss) after Tax for FY24 was '' 37 million (FY23 - '' (62) million).

v. Saignesh’s revenue for FY24 was '' 267 million (FY23 - ''26 million), and Profit after Tax for FY24 was '' 26 million (FY23 - '' 2 million). [Saiganesh became subsidiary of the Company effective from January 03, 2023]

International Subsidiaries:

1. Advanced Enzymes USA (100%)

A. Advanced Supplementary Technologies Corporation (100% Subsidiary of Advanced Enzymes USA) *;

B. Cal-India Foods International (doing Business as Specialty Enzymes and Biotechnologies) (100% Subsidiary of Advanced Enzymes USA);

C. Enzyme Innovation Inc. (100% Subsidiary of Cal-India Foods International);

*Note: As reported in the Board Report for financial year 2022-23, the Board of Directors of respective wholly owned subsidiaries i.e. Dynamic Enzymes, Inc., USA ("DE") and Advanced Supplementary Technologies Corporation, USA ("AST") approved

the merger of DE and AST. Further, the State of California (USA) had approved the merger of DE into AST and consequently thereafter, during the year 2023, DE merged into AST, and DE ceased to exist.

In terms of the consolidated financial performance of Advanced Enzymes USA, the revenue for FY24 was '' 2,128 million (FY23 - '' 1,933 million), and Profit after Tax for FY24 was '' 616 million (FY23 - '' 583 million).

2. Advanced Enzymes Europe B.V. (100%) ["AEE"]

In terms of the consolidated financial performance (including its subsidiary, evoxx technologies, GmbH), AEE’s revenue for FY24 was '' 230 million (FY23 - '' 240 million), and (loss) for FY24 was '' 78 million (which includes about '' 11 million of operational loss, '' 9 million of other income, '' 10 million of deferred tax reversal, '' 59 million of amortization expense and '' 28 million of finance cost) as compared to loss of '' (39) million for FY23.

3. evoxx technologies GmbH [100% subsidiary of AEE] ["evoxx"]

For FY24, the revenues for evoxx was '' 230 million (FY23 - '' 240 million) and had a negative impact on the bottom line by '' 26 million including operational loss of '' 15 million (FY23 - positive impact on the bottom line by '' 18 million including operational gain of '' 36 million) and charge of '' 11 million (FY23 - '' 12 million) of an amortization expense.

4. Advanced Enzymes (Malaysia) Sdn. Bhd. (100%) ["AEM"] (Voluntary Strike off during reporting period)

The Company acquired AEM in the year 2017 (incorporated in 2016). During FY20, the Board of your Company approved the discontinuation of the business and closure of AEM and to initiate the process of closure thereto, since AEM was not giving the desired results. During FY23 and FY24, no business activities were carried out resulting into Nil profit in the respective years. During FY24, the Registrar of Companies, Malaysia has approved the voluntary application of AEM for its strike-off, and status of AEM is appearing as ''Dissolved’. Consequently, AEM ceases to be the subsidiary of the Company, effective from November 08, 2023.

The Policy for determining Material Subsidiaries is available on the website of the Company: www.advancedenzymes.com/investors/corporate-governance. During the year under review, Cal-India

Foods International in USA was Material Subsidiary of your Company based on the criteria specified in the SEBI Listing Regulations.

A separate statement containing the salient features of the financial performance of subsidiaries in the prescribed Form AOC-1 is annexed to the financial statements of the Company. The Audited Consolidated financial statements together with Auditors’ Report form an integral part of the Annual Report.

The individual financial statements and other reports of the Company’s subsidiaries have not been attached to the financial statements of the Company for FY24. Pursuant to the provisions of Section 136 of the Act read with the SEBI Listing Regulations, the financial statements of the subsidiaries and related information are uploaded on the website of your Company and can be accessed on the web link, www.advancedenzymes. com/investors/quarterly-updates/financial-results and also available for inspection, during working hours at the registered office of the Company on working days except Saturdays and Sundays, up to the date of 35th AGM of the Company. Any Member desirous of conducting inspection and/or of seeking information on the Annual financial statements of the Company’s subsidiaries may write and intimate in advance, to the Company Secretary.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATECOMPANIES

During the year under review:

(i) The Company completed the acquisition of an additional stake of 5.89% in JC Biotech Private Limited, subsidiary ["JCB"] by way of purchase of 12,18,976 Equity Shares from few selling shareholders of JCB, for a consideration of '' 56.07 million i.e. '' 46 per Equity Share. In view of this, the shareholding of the Company in JCB has increased from 89.83% to 95.72% of paid-up share capital of JCB. The said acquisition was approved by the Board in its meeting held on February 10, 2024 and the acquisition was completed on March 05, 2024.

(ii) Conversion of loan/Inter Corporate deposits granted by your Company to Advanced Enzymes Europe B.V, Netherlands (wholly owned subsidiary) ("AEE") in to the Equity Shares of AEE. On April 7, 2023, consequent to conversion of the loan including interest, AEE issued 2,276,837 Equity Shares of a par value of EUR 1 each at a share Premium of EUR 0.63 each, to your Company against outstanding loan amount including interest aggregating to EUR 3,711,244.60. AEE continues to be the wholly-owned subsidiary of your Company and there was no change in the percentage shareholding (100%) of your Company in AEE, post conversion of the aforesaid loan.

(iii) Conversion of loan/Inter Corporate deposits granted by Advanced Enzymes Europe B.V, Netherlands (wholly owned subsidiary) ("AEE") to evoxx technologies GmbH ("evoxx") in to the Equity Shares of the evoxx. On June 28, 2023, consequent to conversion of the said loan including interest, evoxx issued 43,307 Equity Shares of a par value of EUR 1 each at a share Premium of EUR 61.18 each, to your Company against outstanding loan amount including interest aggregating to EUR 26,92,877. evoxx continues to be the wholly-owned subsidiary of your AEE and there was no change in the percentage shareholding (100%) of AEE in evoxx, post conversion of loan given by AEE to evoxx.

(iv) As reported in the Board Report for financial year 2022-23, the Board of Directors of Saignesh Enzytech Solutions Private Limited (50% Subsidiary) ["Saiganesh"] approved the purchase of entire business undertaking of Shri Ganesh Industrial Enzymes (a partnership firm based in Burhanpur, Madhya Pradesh) ("Shri Ganesh"), through a slump sale on a going concern basis for an amount not exceeding '' 9 million, for the purpose of Market expansion & growth for products of Saiganesh. The acquisition was completed during the year under review. Shri Ganesh was involved in the business of processing Latex from papaya, purifying and providing finish papain enzyme in liquid form (agriculture extraction of Papain enzyme) i.e. same business activity as that of Saiganesh (Health care industry). The total turnover and net-worth of the Shri Ganesh for financial year 2021-22 was '' 57.6 million and '' 10.3 million respectively.

(v) As reported in the Board Report for financial year 202223, the Board of Directors of respective wholly owned subsidiaries i.e. Dynamic Enzymes, Inc., USA ("DE") and Advanced Supplementary Technologies Corporation, USA ("AST") approved merger of DE and AST. Further, the State of California (USA) had approved the merger of DE into AST and consequently thereafter, during the year 2023, DE merged into AST, and DE ceased to exist.

(vi) Advanced Enzymes (Malaysia) Sdn. Bhd. (100%) ["AEM"] (Voluntary Strike off during reporting period). The Company acquired AEM during the year 2017. During FY20, the Board of your Company approved the discontinuation of the business and closure of AEM and to initiate the process of closure thereto, as

AEM was not giving the desired results. During FY23 and FY24, no business activities were carried out resulting into Nil profit in the respective years. During FY24, the Registrar of Companies, Malaysia approved the application of AEM for its voluntary strike-off. Consequently, AEM ceased to be the subsidiary of the Company effective from November 08, 2023.

The details are available on the website of the Company at www.advancedenzymes.com/investors/announcements-notices

Except as mentioned above, no other entity has become or ceased to be a Subsidiary, Joint Venture or Associate of the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of your Company, Subsidiaries and its Business including Risks, Opportunities and Threats are given in the Management Discussion and Analysis, as required under the SEBI Listing Regulations, which is provided in separate section and forms an integral part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and based on the information and explanations provided to them, confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. appropriate accounting policies have been selected and applied consistently and judgments and estimates are made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ''going concern’ basis;

e. Proper internal financial controls are devised to ensure compliance with all the provisions of the applicable

laws and that such internal financial controls are adequate and are operating effectively; and

f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT

Your Company understands that controlling risks through a formal program is a necessary component and an integral cornerstone of Corporate Governance. Your Company has adopted Risk Assessment & Management policy which embeds the vision that a robust Risk Management system ensures commensurate controls and monitoring mechanism for smooth and efficient management of Business. The Policy outlines the framework for identification, measurement, evaluation, monitoring and mitigation of various risks. The Management has also reviewed the Risk Management framework of the Company. The Risk Registers are prepared by the concerned departments wherein the respective risks are identified along with its current control activities and the mitigation plans. Thereafter, the registers are reviewed.

The Risk Management Committee constituted by the Board assists the Board in monitoring and review of Risk Management Policy of the Company including associated systems, processes, controls & strategies thereto, various risks exposures of the Company, on a periodic basis and then inform the Board about the risks assessed, their concerns and action plan with strategy for mitigation of the risks and such other functions related to risk management & mitigation as may be required by the Board, from time to time.

RELATED PARTY TRANSACTIONS

During the year under review, all transactions with the Related Parties were placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee was obtained for the Related Party transactions which are repetitive in nature. The Audit Committee and the Board, reviewed all the transactions entered into pursuant to the omnibus approvals on a quarterly basis. All the transactions with Related Parties, entered into during the year under review, were in the ordinary course of business and on arms’ length basis in accordance with the provisions of the Act, Rules made thereunder and the SEBI Listing Regulations. Approval of the Members of the Company is also obtained in case any Related Party transaction exceeds the prescribed limits and as good corporate governance practice as there may be few transactions that may be carried out in the long-term interest of the Company. The transactions of the

Company with its wholly-owned subsidiaries are exempted from approval of the Members, and hence such approvals are not obtained by the Company.

The Policy on Related Party Transactions (as amended) is available on the Company’s website and can be accessed at www.advancedenzymes.com/investors/corporate-governance

As prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Account) Rules, 2014, particulars of contracts/arrangements with Related Parties are given in Form AOC-2, annexed as Annexure II to this Report.

TRANSFER TO INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)

Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund ("IEPF"). In view of this, your Company has transferred 10,000 unclaimed Equity Shares pertaining to financial year 2015-16 to the Demat account of IEPF during May 2023. The details of the said shares are provided on the website of the Company at www. advancedenzymes.com/investors/shareholder-information

During the year under review, the Company has transferred unclaimed Dividend of '' 1,14,000 for the financial year 2015-16. As on March 31, 2024, the total amount lying in the Unpaid Dividend accounts of the Company in respect of the last seven years is around ''1.10 million. In addition, the total amount lying in the Unpaid (Interim) Dividend account of the Company for FY24 is around '' 0.49 million. Details of unclaimed Dividend and Shares due for transfer with due dates and procedure to claim the same are provided in the Notes to the Notice convening 35th AGM of the Company ("AGM Notice" / "Notice of 35th AGM") and briefly in the Corporate Governance Report which forms an integral part of this Report.

Details of Nodal Officer are displayed on the Company’s website at:

www.advancedenzymes.com/investors/shareholder-

information

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Annual Report on Corporate Social Responsibility activities has been provided in Annexure III and the report along with all the details thereto, forms an integral part of this Report. The Composition of CSR Committee is disclosed in the said Annual Report on CSR Activities and in the Corporate Governance report section.

The Corporate Social Responsibility Policy may be accessed on the Company’s website at www.advancedenzymes. com/investors/corporate-governance.

POLICY ON CRITERIA FOR APPOINTMENT / REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

As per the Nomination & Remuneration Policy of the Company ("Policy"), the Nomination and Remuneration Committee inter alia recommends the appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The Policy lays down the criteria for such appointments and the framework in relation to remuneration of Directors including Managerial Personnel, KMPs and employees of the Company. The Nomination & Remuneration Committee oversees the matter of remuneration to the Executive Directors, KMPs and Senior Management Personnel and recommends to the Board, revision, if any, in the remuneration of the said Directors / Personnel subject to limits as may be approved by the Members.

The Nomination and Remuneration Policy may be accessed on the website of the Company at www.advancedenzymes. com/investors/corporate-governance.

The Board of your Company affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the following changes occurred in the composition of the Board and the Key Managerial Personnel of your Company:

(i) The Board of your Company approved the appointment of Mrs. Vandana R. Tilak (DIN: 10048021) as an Additional Director (Independent) with effect from July 01, 2023 and the Members of the Company in the 34th AGM of the Company held on August 12, 2023 approved her appointment as an Independent Director of the Company for a period of five years effective from July 01,2023.

(ii) The Board of your Company approved the re-appointment of Mr. Vinodkumar Hiralal Jajoo (DIN: 08224980) as an Independent Director for second term with effect from February 09, 2024 to hold office for the term of five years. The Members of the Company in the 34thAGM of the Company held on August 12, 2023 approved his re-appointment as an Independent Director of the Company for a period of five years effective from February 09, 2024.

(iii) The Board of your Company approved the re-appointment of Ms. Rajshree Patel (DIN: 08761022) as an Independent Director for second term with effect from June 12, 2023 to hold office for the term of three years. The Members of the Company in the 34thAGM of the Company held on August 12, 2023 approved her re-appointment as an Independent Director of the Company for a period of three years effective from June 12, 2023.

(iv) Mr. Rajesh Sharma, Independent Director, ceased to be the Director or the Company due to completion of his tenure as the Independent Director of the Company effective from August 10, 2023. Mr. Rajesh Sharma was eligible for re-appointment as an Independent Director for his second term, however due to preoccupation and increased responsibilities in his professional engagements in USA, he conveyed his un-willingness for re-appointment for the subsequent term as an Independent Director.

(v) Mr. Kedar Desai, Independent Director, ceased to be the Director or the Company due to completion of his second tenure as the Independent Director of the Company effective from March 31,2024.

Except as mentioned above, there has been no change in the composition of Board and Key Managerial Personnel of the Company, during the year under review.

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors of the Company have given the following declarations stating that:

(i) they meet the ''criteria of Independence’ as defined under Regulation 16(1) of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant Rules made thereunder;

(ii) they have complied with the provisions of the Code of Conduct & Ethics of the Company. The Independent Directors have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

(iii) they have complied with the provisions of Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended) with regards to the registration on the Independent Directors’ databank.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

The Independent Directors of your Company have registered on the Independent Directors’ Databank pursuant to the provisions of Section 149 of the Companies Act, 2013 and the applicable rules thereunder ("Act"). The Independent Directors, as on March 31, 2024, have informed the Company, that they have either claimed exemption or passed the online proficiency test prescribed under the Act.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mr. Vasant Rathi (DIN: 01233447), Director, retires by rotation at the 35th AGM and being eligible offers himself for re-appointment. The Board recommends the said re-appointment of Mr. Vasant Rathi at the 35th AGM and his brief profile is provided in the Notice convening 35th AGM of the Company.

AUDITORS AND AUDITORS'' REPORTSTATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. MSKA & Associates, Chartered Accountants [Firm’s Registration No: 105047W] were appointed as Statutory Auditors for a term of five consecutive years to hold office from the conclusion of 32nd AGM up to the conclusion of the 37th AGM. The Auditors’ Report to the Members on the financial statements of the Company for the year ended March 31, 2024 forms a part of the Annual Report and the Auditors’ Report does not contain any qualification, reservation or adverse remark.

COST RECORDS AND AUDIT

The Company has maintained Cost records in accordance with the provisions of Section 148(1) of the Companies Act, 2013, during the year under review. Based on the criteria specified under the Act, the Cost Audit was not applicable for the financial year 2023-24.

The Board of Directors of your Company, based on the recommendations of the Audit Committee, at its meeting

held on May 11, 2024, appointed M/s. Shilpa & Co., Cost Accountants (Firm Registration Number: 100558), as the Cost Auditors of the Company for the financial year ending March 31,2025 (FY25).

Your Company has received the consent of the Cost Auditors inter alia stating that the said appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed they are free from any disqualifications to be appointed as the Cost Auditors of your Company. Based on recommendations of the Audit Committee, the remuneration of Cost Auditors has been approved by the Board and recommended to the Members and therefore the requisite resolution for ratification of remuneration of the Cost Auditors by the Members is set out in the Notice of the 35th AGM of your Company. The Cost Audit was not applicable for the financial year 2023-24. As per the applicable provisions of the Act, the Cost Auditor is required to forward the Cost Audit Report to the Company within 180 days from the end of the financial year, by September 27, 2025. Once the Cost Audit Report is received, the same shall be filed by the Company within the due date prescribed under the Act.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (FCS No. 5703 C.P No. 4226) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2023-24 is annexed as Annexure IV and forms an integral part of this Report. The Secretarial Audit Report for the year ended March 31,2024 does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance and the Certificate of the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as required pursuant to the provisions of the SEBI Listing Regulations, are enclosed as Annexure V. Declaration signed by the Whole-time Director affirming compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provisions of Regulation 34 of the SEBI Listing Regulations (as amended), the Business Responsibility and Sustainability Report ("BRSR Report") for FY24 is provided in a separate section of this Annual Report

FY24 and may be accessed on the website of the Company at https://www.advancedenzymes.com/investors/stock-exchange-compliance/#other-compliance

COMMITTEES OF THE BOARD

As per the Companies Act, 2013 and the SEBI Listing Regulations, during the year under review, the Board has five statutory Committees viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and the Risk Management Committee. The details of the composition of these Committees along with number of meetings held and attendance at the meetings are provided in the Corporate Governance Report, which forms an integral part of this Report.

VIGIL MECHANISM

Your Company had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations. Details on the Vigil Mechanism of your Company have been outlined in Corporate Governance Report, which forms an integral part of this Report.

The Whistle Blower Policy may be accessed on your Company’s website at www.advancedenzymes.com/ investors/corporate-governance

MEETINGS OF THE BOARD

During the year, 4 (four) meetings of the Board of Directors were held. The requisite details of the Board Meetings and the details of the Directors present are provided in the Corporate Governance Report, which forms part of this Report.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to the Board and General Meetings, as notified by the Ministry of Corporate Affairs of India.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has undertaken an Annual Evaluation of its own performance, its various Committees and individual Directors. The manner in which

the performance evaluation has been carried out has been given in the Corporate Governance Report, annexed to this Report. The Board expressed its satisfaction of the evaluation process and outcome.

The Board Evaluation policy can be accessed on your Company’s website at www.advancedenzymes.com/ investors/corporate-governance.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to provisions of Regulation 25(7) of the SEBI Listing Regulations, the details of familiarization program is available on the website of your Company at www. advancedenzymes.com/investors/corporate-governance. Further, upon appointment of an Independent Director, the Company issues a letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on the Company’s website at: www.advancedenzymes.com/investors/corporate-

governance

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading (known as the AETL Insider Trading Code), which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information.

The aforementioned Code, as amended, is available on the website of the Company at www.advancedenzymes.com/ investors/corporate-governance

INTERNAL CONTROL AND ITS ADEQUACY

Your Company has adopted procedures and systems for ensuring the orderly and efficient conduct of its Business, including adherence to the Company’s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of financial disclosures. Your Company maintains appropriate and adequate Internal Control System / Internal Financial Control commensurate to its size and nature of operations. Your Company’s Internal Control systems are tested and certified by the Internal Auditors and Statutory Auditors of the Company.

The Audit Committee periodically reviews the report(s) of the independent Internal Auditors along with the adequacy and effectiveness of Internal Control systems.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of Business of your Company during the year under review affecting the financial position of the Company.

MATERIAL CHANGES FROM THE DATE OF END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT

Except as otherwise mentioned in this report, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the financial statements relates and the date of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The details of Loans and Investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended), for the FY24 are given in the Standalone financial statements (Note No. 56 to the Standalone financial statements). Your Company has not provided any guarantee or security under Section 186 of the Act during the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024 is available on the website of the Company at www.advancedenzymes.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) is furnished in Annexure VI and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended ("Rules"), the details are disclosed in Annexure VII to this report. In

terms of Section 136(1) of the Act read with second proviso to the Rule 5 of the said Rules, the Integrated Annual Report with Annexure VII is being sent to the Members excluding the statement of particulars of employees under Rule 5(2) and (3) of the Rules ("Information"), which forms part of this report. The Annexure VII / Information under Rule 5(2) and (3) is available for inspection by the Members at the registered office of the Company during business hours on all working days except Saturdays and Sundays up to the date of the AGM. Any Member interested in conducting inspection and/or obtaining a copy of the said Annexure/ Information may write to the Company Secretary at the Registered Office address of your Company.

DEPOSITS

During the year under review, your Company did not invite or accept any Deposits covered under Chapter V of the Act. There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 (as amended), at the end of the year under review or the previous financial year.

CREDIT RATING

During the year under review, there is no change in the Credit Rating obtained by the Company i.e. a long term rating of CRISIL A /Stable (Reaffirmed) and a short term rating of CRISIL A1 (Reaffirmed) for outstanding Bank loan facilities (outstanding facilities), by Credit Rating Information Services of India Limited (CRISIL).

GENERAL DISCLOSURES

During the year under review:

a. The Whole-time Director of your Company has not received any remuneration or commission from any of the subsidiaries.

b. Your Company has not issued Shares with Differential Rights as to Dividend, Voting or otherwise.

c. Your Company has devised a policy on Prevention of Sexual Harassment to comply with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013. The said policy is hosted on the Company’s website at www.advancedenzymes.com. During the year under review, there were no cases / grievances reported or pending and the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

d. There are no details to be disclosed under Section 134(3)(ca) of the Act as there has been no such fraud reported by the Auditors under Section 143(12) of the Act.

e. There are no applications made by or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

f. The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support received by the Company from the Banks, Government agencies/ organizations and employees of your Company.

Your Directors also acknowledge with thanks the faith reposed by the Investors in the Company and look forward to their continued support for times to come.


Mar 31, 2023

The Board of Directors (“Board”) is pleased to present the 34th Annual Report of Advanced Enzyme Technologies Limited (“Company”) along with the Audited financial statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the financial year ended March 31, 2023 is summarized below:

(Rs. in Million)

Standalone

Consolidated

Particulars

Year ended March 31, 2023

Year ended March 31, 2022

Year ended March 31, 2023

Year ended March 31, 2022

Revenue from operations

3,115

2,728

5,406

5,294

EBITDA

749

727

1,564

2,014

Less:

Finance Cost

1

1

24

18

Depreciation and Amortisation

103

96

350

349

Add:

Other income

98

91

255

64

Profit before exceptional items and tax

743

721

1,445

1,711

Exceptional items

-

-

41

-

Profit Before Tax

743

721

1,404

1,711

Less: Provision for Taxation

Current tax

183

180

428

504

Deferred tax

5

(5)

(63)

(31)

MAT credit entitlement

-

-

-

-

Tax adjustment for earlier years

-

-

-

-

Tax expenses

188

176

365

473

Profit for the year

555

545

1,039

1,238

Surplus Brought Forward from Previous Year

3,827

3,349

9,173

7,977

Amount Available for Appropriations

4,175

3,827

10,023

9,174

Earnings Per Share (Amount in '')

Basic

4.97

4.88

9.45

10.70

Diluted

4.97

4.87

9.45

10.68

RESULTS FROM OPERATIONS Revenue - Consolidated

Your Company''s revenue from operations on consolidated basis increased to '' 5,406 million in the financial year 202223 (“FY23”) from '' 5,294 million in the financial year 2021-22 (“FY22”), a growth rate of 2%. The total revenue comprises of international sales amounting to '' 2,850 million (FY22 -'' 2,951 million), fall of 4% and domestic sales amounting to '' 2,557 million (including Export Incentives of '' 3 million) (FY22 - '' 2,342 million (including Export Incentives of '' 5 million)), an increase of 9%.

Your Company''s domestic sales constitute about 47% of revenue from operations during FY23 as compared to 44% of revenue from operations during FY22. International sales were 53% of revenue from operations as compared to 56% of revenue from operations during FY22.

Revenue - Standalone

Your Company''s revenue from operations on standalone basis increased to '' 3,115 million in FY23 from '' 2,728 million in FY22, at an increase of 14%. The total revenue comprises international sales of '' 975 million (FY22 - '' 782 million), an increase of 25% and Domestic sales at '' 2,140 million (including Export Incentives of '' 2 million) (FY22 -'' 1,946 million (including Export Incentives of '' 4 million)), an increase of 10%.

The domestic sales constitute 69% of revenue from operations during FY23 as compared to 71% of revenue from operations during FY22. International sales were 31% of revenue from operations during FY23 as compared to 29% of revenue from operations during FY22.

Profits - Consolidated

EBITDA (Earnings before interest, tax, depreciation & amortisation excluding other income) during FY23 was

'' 1,564 million (29%) as compared to '' 2,014 million (38%) during FY22, a decrease of 22%.

Profit before tax stood at '' 1,404 million (26%) during FY23 as against '' 1,711 million (32%) in the previous year, a decline of 18%. Profit after tax stood at '' 1,039 million during FY23 as compared to '' 1,238 million during the FY22, decline of 16%.

Profits - Standalone

EBITDA during the year under review was at '' 749 Million (24%) as compared to '' 727 million (27%) in the FY22. Profit before tax stood at '' 743 Million during FY23 as compared to '' 721 million in the FY22, an increase of 3%. Profit after tax stood at '' 555 million during FY23 as compared to '' 545 million during FY22, an increase of 2%.

DIVIDEND

Pursuant to the Dividend Distribution Policy of the Company, the Board recommends a final Dividend @ 50% i.e. '' 1/- per Equity Share of face value of '' 2/- each for the financial year

2022- 23 (“FY23”), aggregating to about '' 111.82 million (subject to deduction of taxes, as applicable) i.e. same rate of final dividend as in the previous financial year 2021-22 (“FY22”). Further, the Board of Directors of your Company had also declared an Interim Dividend @ 200% i.e. '' 4/- per Equity Share of face value of '' 2/- each for the financial year

2023- 24 (“FY24”), aggregating to about '' 447.30 million (subject to deduction of taxes, as applicable).

The Dividend Distribution Policy of the Company is provided as Annexure I and forms an integral part of this Report and the said policy is available on the Company’s website at www.advancedenzymes.com/investors/corporate-governance/#codes-and-policies.

The final Dividend payout is subject to approval of the Members at 34th Annual General Meeting (“AGM”) of your Company.

The Dividend Distribution Tax payable by domestic companies on declaration of dividend has been abolished w.e.f. April 01, 2020. Pursuant to this amendment and consequential amendments brought vide Finance Act, 2020, as the dividend by the companies is taxable in the hands of the shareholders, the Company would be under an obligation to deduct tax at source (“TDS”) in accordance with the provisions of the Income Tax Act, 1961 (as amended from time to time).

RESERVES

During the FY23, your Company has not transferred any amount to the General Reserves.

EMPLOYEES STOCK OPTION PLAN

The disclosure pertaining to the details of Employees Stock Option Scheme 2015 [as amended] ("ESOP Scheme 2015"), Employees Incentive Plan 2017 ("Plan 2017") and Employees Stock Option Scheme 2022 (“ESOP 2022”) are provided in Annexure II and forms part of this Report. The said disclosure is displayed on the website of the Company under the tab ‘Details of Employees Stock Option’ at www. advancedenzymes.com/investors/shareholder-information ESOP 2015

The Nomination & Remuneration Committee in its meeting held on February 14, 2017 granted 220,000 stock options of '' 2/- each to its eligible employees of the Company and the employees of subsidiaries ("Grantee"). As per the provisions of ESOP Scheme 2015, the stock options granted under the said scheme for the eligible employees/Grantees vested as follows:

(i) First tranche of 10% of stock options got vested on February 15, 2018;

(ii) Second tranche of 20% on February 15, 2019;

(iii) Third tranche of 30% on February 15, 2020, and

(iv) Fourth and last tranche of 40% on February 15, 2021. Each Option is convertible and is equivalent to One (1) Equity Share. Based on the exercise applications received, the Board / Committee allotted 23,400 Equity Shares of '' 2/- each (at an exercise price of '' 60/- each) during the year under review, under ESOP Scheme 2015 as follows:

Sr.

No.

Date of Meeting (Allotment Date)

No. of shares allotted

1.

May 22, 2022

5,900

2.

July 21, 2022

11,250

3.

September 30, 2022

4,250

4.

February 11, 2023

2,000

Total

23,400

In view of above, the Paid-up share capital of your Company has increased as follows (as on March 31, 2023):

Particulars

Paid-up Capital

No. of shares

Amount ('')

At the beginning of the year

111,800,675

223,601,350

Allotments during the year

23,400

46,800

At the end of the year

111,824,075

223,648,150

Based on the exercise applications of the Grantees and amount received thereto, total 23,400 Equity Shares of '' 2/- each were allotted to such Grantees by the Board during FY23 and accordingly the paid up share capital of the Company has increased from '' 223,601,350 to '' 223,648,150.

The Equity Shares allotted under ESOP Scheme 2015 are subject to lock in for a period of 1 year from the date of allotment.

During the year under review, the Board of your Company decided that there shall be no further grant under the ESOP Scheme 2015 and the Options that are already granted/ vested but not exercised shall continue till the time they are either lapsed or exercised, as per terms of the grant/ provisions of the ESOP Scheme 2015. Thereafter, the ESOP Scheme 2015 shall be deemed cancelled/terminated. As all the Options granted have either been allotted or lapsed, the ESOP Scheme 2015 stands terminated.

Employees Incentive Plan 2017

The Members of the Company have also approved the AETL Employees Incentive Plan 2017 ("Plan 2017") through trust route and related matters on May 04, 2017 through Postal Ballot. Your Company has received in-principle approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). As on the date of this report, no Stock Options / Stock Appreciation Rights have been granted under the Plan 2017.

No grant of options has been made under the Plan 2017. The Board of Directors in its meeting held during the year under review, cancelled/terminated the Plan 2017.

ESOP 2022

The Members of the Company have approved the AETL Employee Stock Option Scheme 2022’ ("ESOP 2022") and related matters on August 19, 2022 at the 33rd Annual General Meeting of the Company. Your Company has received in-principle approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). As on the date of this report, no Stock Options have been granted under the ESOP 2022.

FINANCIAL STATEMENTS

The financial statements of your Company for the year ended March 31, 2023 are prepared in accordance with the Indian Accounting Standards ("IND AS"), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) rules framed thereunder and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactments thereof for the time being in force) [“SEBI Listing Regulations”] and forms part of this Annual Report. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2023.

SUBSIDIARIESYour Company has twelve (12) subsidiaries as listed below: Domestic Subsidiaries:

1. Advanced Bio-Agro Tech Limited (60%) [“ABAT ”];

2. Advanced EnzyTech Solutions Limited (100%) [“AESL”];

3. JC Biotech Private Limited (89.83%) [“JCB”];

4. SciTech Specialities Private Limited (51%) [“SciTech”]

5. Saiganesh Enzytech Solutions Private Limited (50%, effective from January 03, 2023) [“Saiganesh”]

In terms of the financial performances:

i. ABAT’s revenue for FY23 was '' 472 million (previous financial year [“FY22”] - '' 404 million), and Profit after Tax for FY23 was '' 60 million (FY22 - '' 66 million).

ii. AESL’s revenue for FY23 was '' 134 million (FY22 -'' 119 million), and Profit after Tax for FY23 was '' 18 million (FY22 - '' 18 million).

iii. JCB’s revenue for FY23 was '' 502 million (FY22 - '' 503 million), and Profit/(loss) after Tax for FY23 was '' (18) million (FY22 - '' 72 million).

iv. SciTech’s revenue for FY23 was '' 353 million (FY22 -'' 473 million), and Profit/(loss) after Tax for FY23 was '' (62) million (FY22 - '' 37 million).

v. Saignesh’s revenue for FY23 was '' 26 million (FY22 -'' 84 million), and Profit after Tax for FY23 was '' 2 million (FY22 - '' 4.68 million). Saiganesh became subsidiary of the Company effective from January 03, 2023.

International Subsidiaries:

1. Advanced Enzymes USA (100%)

A. Advanced Supplementary Technologies Corporation (100% Subsidiary of Advanced Enzymes USA);*

B. Cal-India Foods International (doing Business as Specialty Enzymes and Biotechnologies) (100% Subsidiary of Advanced Enzymes USA);

C. Enzyme Innovation Inc. (100% Subsidiary of Cal-India Foods International);

*Note: During the financial year 2022-23, the Board of Directors of respective wholly owned subsidiaries i.e. Dynamic Enzymes, Inc., USA (“DE”) and Advanced Supplementary Technologies Corporation, USA (“AST”) approved merger of DE and AST. Further, the State of California (USA) had approved the merger of DE into AST and consequently thereafter, DE merged into AST, and DE ceases to exist.

In terms of the consolidated financial performance of Advanced Enzymes USA, the revenue for FY23 was '' 1,933 million (FY22 - '' 2,140 million), and Profit after Tax for FY23 was '' 583 million (FY22 - '' 647 million).

T Advanced Enzymes (Malaysia) Sdn. Bhd. (100%) [AEM] The Company acquired AEM in the year 2017 (incorporated in 2016). During FY20, the Board of your Company approved the discontinuation of the business and closure of AEM and to initiate the process of closure thereto, since AEM was not giving the desired results. During FY23, no business activities were carried out resulting into Nil profit in the year whereas During FY22, the assets which were no longer receivable were written-off and the liabilities which were no longer payable were written-back resulting in a (loss) about '' (0.60) million). AEM is currently under the process of voluntary Strike-off.

3. Advanced Enzymes Europe B.V (100%) [“AEE”]

In terms of the consolidated financial performance (including its subsidiary, evoxx technologies, GmbH), AEE’s revenue for FY23 was '' 240 million (FY22 - '' 220 million), and Profit / (loss) for FY23 was '' (39) million (which includes about '' 58 million of operational gain, '' 7 million of other income, '' 9 million of deferred tax reversal, '' 63 million of amortization expense, and '' 51 million of finance cost) as compared to loss of '' 103 million for FY22.

1. evoxx technologies GmbH [100% subsidiary of AEE] [evoxx]

For FY23, the revenues for evoxx was '' 240 million (FY22 - '' 220 million) and had a positive impact on the bottom line by '' 18 million including operational gain of '' 36 million (FY22 - Rs 6 million operational loss) and charge of '' 12 million (FY22 - '' 14 million) of an amortization expense and finance cost of '' 9 million (FY22 - '' 9 million).

The Policy for determining Material Subsidiaries is available on the Company’s website: www.advancedenzymes.com/ investors/corporate-governance. During the year under review, Cal-India Foods International in USA was Material Subsidiary of your Company based on the criteria specified in the SEBI Listing Regulations.

A separate statement containing the salient features of the financial performance of subsidiaries in the prescribed Form AOC-1 is annexed to the financial statements of the Company. The Audited Consolidated financial statements together with Auditors'' Report form an integral part of the Annual Report.

The individual financial statements and other reports of the Company’s subsidiaries have not been attached to the financial statements of the Company for FY23. Pursuant to the provisions of Section 136 of the Act read with the SEBI Listing Regulations, the financial statements of the subsidiaries and related information

are uploaded on the website of your Company and can be accessed on the web link, www.advancedenzymes. com/investors/quarterly-updates/financial-results and also available for inspection, during working hours at the registered office of the Company on working days except Saturdays and Sundays, up to the date of 34th AGM of the Company. Any Member desirous of conducting inspection and/or of seeking information on the Annual financial statements of the Company’s subsidiaries may write and intimate in advance, to the Company Secretary.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATECOMPANIES

A. During the year under review, the Board of your Company, at its meeting held on November 11, 2022, approved the following (brief of approval with update is as follows):

(i) Acquisition of an additional stake of 4.83% (i.e. 1,000,000 Equity Shares) from an existing shareholder of JC Biotech Private Limited (“JCB”), at a consideration of '' 68 million. The said acquisition by increase in stake in JCB was completed on January 03, 2023 and the stake of your Company in JCB has increased from existing 85% to 89.83%.

(ii) Acquisition of 50% (i.e. 19,991,663 Equity Shares) stake in Saiganesh Enzytech Solutions Private Limited (“Saiganesh”), by way of subscription to the fresh issue under Private Placement, at a consideration of '' 60 million. Saiganesh is primarily into extracting Latex from papaya, purifying and providing finish papain enzyme in liquid form (agriculture extraction of Papain enzyme). The Company has also entered into Share Subscription and Shareholders’ Agreement with Saiganesh. The said acquisition of 50% stake in Saiganesh was completed on January 03, 2023.

(iii) Conversion of loan/Inter Corporate deposits granted by your Company to Advanced Enzymes Europe B.V, Netherlands (wholly owned subsidiary) (“AEE”) in to the Equity Shares of AEE to the extent of total outstanding principal and interest accrued on the mutually agreed date of conversion, in one or more tranches. On April 7, 2023, consequent to conversion of the aforesaid loan, AEE issued 2,276,837 Equity shares of a par value of EUR 1 each at a share premium of EUR 0.63 each, to your Company against outstanding loan amount including interest aggregating to EUR 3,711,244.60. AEE continues to be the wholly-owned subsidiary of your Company and there is no change in the Percentage shareholding (100%) of your Company in AEE post conversion of loan given by your Company to AEE.

B. During the Financial year 2022-23, the Board of Directors of Saignesh Enzytech Solutions Private Limited (50% Subsidiary) [“Saiganesh”] approved the purchase of entire business undertaking of Shri Ganesh Industrial Enzymes (a partnership firm based in Burhanpur, Madhya Pradesh) (“Shri Ganesh”), through a slump sale on a going concern basis for an amount not exceeding '' 9 million, for the purpose of Market expansion & growth for products of Saiganesh. Shri Ganesh is involved in the business of processing Latex from papaya, purifying and providing finish papain enzyme in liquid form (agriculture extraction of Papain enzyme) i.e. same business activity as that of Saiganesh (Health care industry). The total turnover and net-worth of the Shri Ganesh for financial year 2021-22 was '' 57.6 Million and '' 10.3 million respectively. Saiganesh is in the process of completing the said purchase by way of slump sale.

C. During the Financial year 2022-23, the Board Directors of respective wholly owned subsidiaries i.e. Dynamic Enzymes, Inc., USA (“DE”) and Advanced Supplementary Technologies Corporation, USA (“AST”) approved the merger of DE and AST. Further, the State of California (USA) approved the merger of DE into AST. Pursuant to the above, DE merged with and into AST and consequently thereafter DE ceases to exist.

The details are available on the website of the Company at www.advancedenzymes.com/investors/ announcements-notices

Except as mentioned above, no other Company has become or ceased to be a Subsidiary, Joint Venture or Associate of the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of your Company, Subsidiaries and its Business including Risks, Opportunities and Threats are given in the Management Discussion and Analysis, as required under the SEBI Listing Regulations, which is provided in separate section and forms an integral part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and based on the information and explanations provided to them, confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under

Schedule III to the Act, have been followed and there are no material departures from the same;

b. appropriate accounting policies have been selected and applied consistently and judgments and estimates are made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ''going concern'' basis;

e. Proper internal financial controls are devised to ensure compliance with all the provisions of the applicable laws and that such internal financial controls are adequate and are operating effectively; and

f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT

Your Company understands that controlling risks through a formal program is a necessary component and an integral cornerstone of Corporate Governance. Your Company has adopted Risk Assessment & Management policy which embeds the vision that a robust Risk Management system ensures commensurate controls and monitoring mechanism for smooth and efficient management of Business. The Policy outlines the framework for identification, measurement, evaluation, monitoring and mitigation of various risks. The Management has also reviewed the Risk Management framework of the Company. The Risk Registers are prepared by the concerned departments wherein the respective risks are identified along with its current control activities and the mitigation plans. Thereafter, the registers are reviewed.

The Risk Management Committee constituted by the Board assists the Board in monitoring and review of Risk Management Policy of the Company including associated systems, processes, controls & strategies thereto, various risks exposures of the Company, on a periodic basis and then inform the Board about the risks assessed, their concerns and action plan with strategy for mitigation of the risks and such other functions related to risk management & mitigation as may be required by the Board, from time to time.

RELATED PARTY TRANSACTIONS

During the year under review, all transactions with the Related Parties were placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee was obtained for the Related Party transactions which are repetitive in nature. The Audit Committee and the Board, reviewed all the transactions entered into pursuant to the omnibus approvals on a quarterly basis. All the transactions with Related Parties, entered into during the year under review, were in the ordinary course of business and on arms’ length basis in accordance with the provisions of the Act, Rules made thereunder and the SEBI Listing Regulations. Approval of the Members of the Company is also obtained in case any Related Party transaction exceeds the prescribed limits and as good corporate governance practice as there may be few transactions that may be carried out in the long-term interest of the Company. The transactions of the Company with its wholly-owned subsidiaries are exempted from approval of the Members, and hence such approvals are not obtained by the Company.

The Policy on Related Party Transactions (as amended) is available on the Company''s website and can be accessed at www.advancedenzymes.com/investors/corporate-governance

As prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Account) Rules, 2014, particulars of contracts/arrangements with Related Parties are given in Form AOC-2, annexed as Annexure III to this Report.

TRANSFER TO INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)

Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund (“IEPF”). In view of this, your Company has transferred 4,000 unclaimed Equity Shares pertaining to financial year 2014-15 to the Demat account of IEPF during October, 2022. The details of the said shares are provided on the website of the Company at www.advancedenzymes. com/investors/shareholder-information During the year under review, the Company has transferred unclaimed Dividend of '' 69,710 for the financial year 201415. As on March 31, 2023, the total amount lying in the Unpaid Dividend accounts of the Company in respect of the last seven years is around ''11,66,139. Details of unclaimed Dividend and Shares due for transfer with due dates and procedure to claim the same are provided in the Notes to the Notice convening 34th AGM of the Company (“AGM

Notice” / “Notice of 34th AGM”) and briefly in the Corporate Governance Report which forms an integral part of this Report.

Details of Nodal Officer are displayed on the Company’s website at:

www.advancedenzymes.com/investors/shareholder-

information

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Annual Report on Corporate Social Responsibility activities has been provided in Annexure IV and the report along with all the details thereto, forms an integral part of this Report. The Composition of CSR Committee is disclosed in the said Annual Report on CSR Activities and in the Corporate Governance report section.

The Corporate Social Responsibility Policy, as amended, may be accessed on the Company''s website at www. advancedenzymes.com/investors/corporate-governance.

POLICY ON CRITERIA FOR APPOINTMENT / REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

As per the Nomination & Remuneration Policy of the Company ("Policy"), the Nomination and Remuneration Committee inter alia recommends the appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The Policy lays down the criteria for such appointments and the framework in relation to remuneration of Directors including Managerial Personnel, KMPs and employees of the Company. The Nomination & Remuneration Committee oversees the matter of remuneration to the Executive Directors, KMPs and Senior Management Personnel and recommends to the Board, revision, if any, in the remuneration of the said Directors / Personnel subject to limits as may be approved by the Members.

The Nomination and Remuneration Policy may be accessed on the Company''s website at www.advancedenzymes.com/ investors/corporate-governance.

The Board of your Company affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the following changes occurred in the composition of the Board and the Key Managerial Personnel of your Company:

(i) The Board of your Company approved the appointment of Mr. Nitin Jagannath Deshmukh (DIN: 00060743) as an Additional Director (Independent) with effect from

July 01, 2022 and the Members of the Company in the 33rd AGM of the Company held on August 19, 2022 approved his appointment as an Independent Director of the Company for a period of five years effective from July 01, 2022.

(ii) The Board of your Company in its meeting held on May 13, 2023, based on the recommendation of the Nomination and Remuneration Committee:

a) Approved the appointment of Ms. Vandana R. Tilak (DIN: 10048021) as an Additional Director (Independent) with effect from July 01, 2023 to hold office up to the date of this AGM or the date up to which AGM shall be held whichever is earlier. She is not related to any of Directors of the Company. The Board recommends the appointment of Ms. Vandana R. Tilak as an Independent Director, not liable to retire by rotation, for a period of five (5) years effective from July 01, 2023 and her brief profile is provided in the Notice convening the said 34th AGM of the Company (“AGM Notice”).

b) Approved the re-appointment of Mr. Vinodkumar Hiralal Jajoo (DIN: 08224980) as an Independent Director for second term with effect from February 09, 2024 to hold office for the term of five years up to the date February 08, 2029 subject to approval of shareholders at the 34th AGM of the Company. He is not related to any of Directors of the Company. The Board recommends the appointment of Mr. Vinodkumar Hiralal Jajoo as an Independent Director, not liable to retire by rotation, for the said period of five (5) years effective from February 09, 2024 and his brief profile is provided in the Notice convening the said 34th AGM of the Company (“AGM Notice”).

c) Approved the re-appointment of Ms. Rajshree Patel (DIN: 08761022) as an Independent Director for second term of three years with effect from June 12, 2023 to June 11, 2026 subject to approval of shareholders at the 34th AGM of the Company. She is not related to any of Directors of the Company. The Board recommends the re-appointment of Ms. Rajshree Patel as an Independent Director, not liable to retire by rotation, for the said period of three (3) years effective from June 12, 2023 and her brief profile is provided in the AGM Notice.

Except as mentioned above, there has been no change in the composition of Board and Key Managerial Personnel of the Company, during the year under review.

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors of the Company have given the following declarations stating that:

(i) they meet the ''criteria of Independence'' as defined under Regulation 16(1) of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant Rules made thereunder;

(ii) they have complied with the provisions of the Code of Conduct & Ethics of the Company. The Independent Directors have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

(iii) they have complied with the provisions of Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended) with regards to the registration on the Independent Directors’ databank.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity. The Independent Directors of your Company have registered on the Independent Directors’ Databank pursuant to the provisions of Section 149 of the Companies Act, 2013 and the applicable rules thereto (“Act”). The Independent Directors, as on March 31, 2023, have informed the Company, that they have either claimed exemption or passed the online proficiency test prescribed under the Act.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Dr. Sunny Sharma (DIN: 02267273), Non-Executive Director retires by rotation at the 34th AGM and being eligible offers himself for re-appointment. The Board recommends the said reappointment of Dr. Sunny Sharma at the 34th AGM and his brief profile is provided in the Notice convening 34th AGM of the Company.

AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. MSKA & Associates, Chartered Accountants [Firm’s Registration No: 105047W] were appointed as Statutory Auditors for a term of five consecutive years to hold office from the conclusion of 32nd AGM up to the conclusion of the 37th AGM. The Auditors'' Report to the Members on the financial statements of the Company for the year ended March 31, 2023 forms a part of the Annual Report and the Auditors’ Report does not contain any qualification, reservation or adverse remark.

COST RECORDS AND AUDIT

The Company has maintained Cost records in accordance with the provisions of Section 148(1) of the Companies Act, 2013, during the year under review. Based on the criteria specified under the Act, the Cost Audit was not applicable for the financial year 2022-23.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (FCS No. 5703, C.P. No. 4226) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2022-23 is annexed as Annexure V and forms an integral part of this Report. The Secretarial Audit Report for the year ended March 31, 2023 does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance and the Certificate of the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as required pursuant to the provisions of the SEBI Listing Regulations, are enclosed as Annexure VI. Declaration signed by the Whole-time Director affirming compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Pursuant to the provisions of Regulation 34 of the SEBI Listing Regulations (as amended), top one thousand listed entities based on market capitalization (calculated as on March 31 of previous financial year) shall provide in its Annual Report, with effect from the financial year 2022-23, the Business Responsibility and Sustainability Report (“BRSR Report”) in the format as specified by the Securities and Exchange Board

of India, from time to time. In view of the said provision, the BRSR report for FY23 is provided in a separate section of this Annual Report FY23 of your Company.

COMMITTEES OF THE BOARD

As per the Companies Act, 2013 and the SEBI Listing Regulations, during the year under review, the Board has five statutory Committees viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and the Risk Management Committee. The details of the composition of these Committees along with number of meetings held and attendance at the meetings are provided in the Corporate Governance Report, which forms an integral part of this Report.

VIGIL MECHANISM

Your Company had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and the Companies (Meetings of Board and Its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations. Details on the Vigil Mechanism of your Company have been outlined in Corporate Governance Report, which forms an integral part of this Report.

The Whistle Blower Policy may be accessed on your Company''s website at www.advancedenzymes.com/ investors/corporate-governance

MEETINGS OF THE BOARD

During the year, 5 (five) meetings of the Board of Directors were held. The requisite details of the Board Meetings and the details of the Directors present are provided in the Corporate Governance Report, which forms part of this Report.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to the Board and General Meetings, as notified by the Ministry of Corporate Affairs of India.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has undertaken an Annual Evaluation of its own performance, its various Committees and individual Directors. The manner in which the performance evaluation has been carried out has been given in the Corporate Governance Report, annexed to this Report. The Board expressed its satisfaction of the evaluation process and outcome.

The Board Evaluation policy can be accessed on your Company''s website at www.advancedenzymes.com/ investors/corporate-governance.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to provisions of Regulation 25(7) of the SEBI Listing Regulations, the details of familiarization program is available on the website of your Company at www. advancedenzymes.com/investors/corporate-governance. Further, upon appointment of an Independent Director, the Company issues a letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on the Company''s website at: www. advancedenzymes.com/investors/corporate-governance

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading (known as the AETL Insider Trading Code), which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information.

The aforementioned Code, as amended, is available on the website of the Company at www.advancedenzymes.com/ investors/corporate-governance

INTERNAL CONTROL AND ITS ADEQUACY

Your Company has adopted procedures and systems for ensuring the orderly and efficient conduct of its Business, including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of financial disclosures. Your Company maintains appropriate and adequate Internal Control System / Internal Financial Control commensurate to its size and nature of operations. Your Company''s Internal Control systems are tested and certified by the Internal Auditors and Statutory Auditors of the Company.

The Audit Committee periodically reviews the report(s) of the independent Internal Auditors along with the adequacy and effectiveness of Internal Control systems.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in Business and in the nature of Business of your Company during the year under review affecting the financial position of the Company.

MATERIAL CHANGES FROM THE DATE OF END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT

Except as otherwise mentioned in this report, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the financial statements relates and the date of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The details of Loans and Investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended), for the FY23 are given in the Standalone financial statements (Note No. 54 to the Standalone financial statements). Your Company has not provided any guarantee or security under Section 186 of the Act during the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2023 is available on the website of the Company at www. advancedenzymes.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) is furnished in Annexure VII and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended (“Rules”), the details are disclosed in Annexure VIII to this report. In terms of Section 136(1) of the Act read with second proviso to the Rule 5 of the said Rules, the Annual Report with Annexure VIII is being sent to the Members excluding the statement of particulars of employees under Rule 5(2) and (3) of the Rules (“Information”), which forms part of this report. The Annexure VIII / Information under Rule 5(2) and (3) is available for inspection by the Members at the registered office of the Company during business hours on all working

days except Saturdays and Sundays up to the date of the AGM. Any Member interested in conducting inspection and/ or obtaining a copy of the said Annexure/Information may write to the Company Secretary at the Registered Office address of your Company.

DEPOSITS

During the year under review, your Company did not invite or accept any Deposits covered under Chapter V of the Act. There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 (as amended), at the end of the year under review or the previous financial year.

CREDIT RATING

During the year under review, there is no change in the Credit Rating obtained by the Company i.e. a long term rating of CRISIL A /Stable (Reaffirmed) and a short term rating of CRISIL A1 (Reaffirmed) for outstanding Bank loan facilities (outstanding facilities), by Credit Rating Information Services of India Limited (CRISIL).

GENERAL DISCLOSURES

During the year under review:

a) The Whole-time Director of your Company has not received any remuneration or commission from any of the subsidiaries.

b) Your Company has not issued Shares with Differential Rights as to Dividend, Voting or otherwise.

c) Your Company has devised a policy on Prevention of Sexual Harassment to comply with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013. The said policy is hosted on the Company''s website at www.advancedenzymes.com. During the year under review, there were no cases / grievances reported or pending and the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

d) There are no details to be disclosed under Section 134(3)(ca) of the Act as there has been no such fraud reported by the Auditors under Section 143(12) of the Act.

e) There are no applications made by or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support received by the Company from the Banks, Government agencies/ organizations and employees of your Company. Your Directors also acknowledge with thanks the faith reposed by the Investors in the Company and look forward to their continued support for times to come.


Mar 31, 2018

Directors'' Report

Dear Members,

The Directors are pleased to present 29th Annual Report of your Company along with the audited financial statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

Pursuant to the notification dated February 16, 2015 of the Ministry of Corporate Affairs (MCA), your Company has adopted the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("Act") in preparing and presenting the financial statements beginning the financial year under review. The figures for the previous financial year ended on March 31, 2017 and the balances as on April 1, 2016 has been restated accordingly in order to make this comparable.

The financial performance of your Company for the financial year ended March 31, 2018 is summarized below:

(Rs, in Million)

Particulars

Standalone

Consolidated

Year ended 31.03.2018

Year ended 31.03.2017

Year ended 31.03.2018

Year ended 31.03.2017

Revenue from operations

2,153.05

1,837.77

3,956.99

3,430.91

EBIDTA

547.15

547.01

1653.51

1533.89

Less:

Finance charges & interest (Gross)

30.60

27.20

80.86

35.77

Amortisation and Depreciation

78.14

83.29

182.98

127.61

Profit Before Tax

438.41

436.52

1,389.67

1,370.51

Less: Provision for Taxation

Current tax

93.78

84.55

478.47

455.36

Deferred tax

(14.27)

0.56

(7.71)

(5.89)

MAT credit entitlement

-

(0.90)

(17.03)

(2.38)

Tax adjustment for earlier years

-

6.61

0.38

(6.02)

Profit for the year

358.90

345.70

935.56

929.44

Surplus Brought Forward from Previous Year

1535.72

1194.58

3485.17

2562.94

Amount Available for Appropriations

1849.15

1535.72

4332.16

3485.17

Earnings Per Share (Amount in)

Basic

3.22

3.12

8.07

8.27

Diluted

3.21

3.12

8.06

8.27

RESULTS FROM OPERATIONS Revenue - Consolidated

Your Company''s revenue from operations on consolidated basis increased to Rs, 3,956.99 Million in the financial year 2017-18 from Rs, 3,430.91 Million in the previous financial year, a growth rate of 15.33%. The total revenue comprises International sales amounting to Rs, 2,168.50 Million (previous financial year - Rs, 2,029.94 Million), growth of 6.83% and Domestic sales amounting to Rs, 1,788.49 Million (including Export Incentives of Rs, 31.02 Million) (previous financial year - Rs, 1,400.97 Million (including Export Incentives of Rs, 3.26 Million)) increased by 27.66%.

Your Company''s domestic sales constitute 45% of revenue from operations during financial year 2017-18 as compared to 41% of revenue from operations during financial year 2016-17.

International sales were 55% of revenue from operations as compared to 59% of revenue from operations during previous financial year.

Revenue - Standalone

Your Company''s revenue from operations on standalone basis increased to Rs, 2,153.05 Million from Rs, 1,837.77 Million in the previous financial year, at a growth rate of 17.16%. The total revenue comprises of International sales of Rs, 565.85 Million (previous financial year - Rs, 627.94 Million), decreased by 9.90% and Domestic sales Rs, 1,587.20 Million (including Export Incentives of Rs, 31.01 Million) (previous financial year -Rs, 1,209.83 Million (including Export Incentives of Rs, 3.27 Million)) increased by 31.19%.

The domestic sales constitute 73.72% of revenue from operations during financial year 2017-18 as compared to 65.83% of revenue from operations during financial year 2016-17. International sales were 26.28% of revenue from operations as compared to 34.17% of revenue from operations during financial year 2016-17.

Profits - Consolidated

EBIDTA (Earnings before interest, depreciation, tax and amortisation including other income) margin during financial year 2017-18 was Rs, 1653.51 Million (41.79%) as compared to Rs, 1533.89 Million (44.71%) during financial year 2016-17, decrease of about 2.92%.

Profit before tax stood at Rs, 1389.67 Million during financial year 2017-18 as against Rs, 1370.51 Million in the previous year, a growth of 1.40%. Profit after tax stood at Rs, 935.56 Million during financial year 2017-18 as compared to Rs, 929.44 Million during the financial year 2016-17, a growth of 0.66%.

Profits - Standalone

EBIDTA margin during the year under review was at Rs, 547.15 Million (25.41%) as compared to Rs, 547.01 Million (29.76%) in the previous financial year. Profit before tax stood at Rs, 438.41 Million during financial year 2017-18 as compared to Rs, 436.52 Million in the financial year 2016-17, a growth of 0.43%. Profit after tax stood at Rs, 358.90 Million during financial year 2017-18 as compared to Rs,345.70 Million during financial year 2016-17, a growth of 3.82%.

DIVIDEND

The Board of Directors of your Company ("Board") recommend a final dividend @ 25% i.e. Rs, 0.50 per equity share of face value of Rs, 2 each for the financial year ended March 31, 2018, aggregating to Rs, 55.82 Million (excluding Dividend Distribution Tax) as compared to final dividend @ 20% i.e. Rs, 0.40 per equity share of face value of Rs, 2 each for financial year 2016-17.

The dividend payout is subject to approval of Members at 29th Annual General Meeting of your Company (''AGM'').

As mandated by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 (as amended) [SEBI Listing Regulations], for the top 500 companies as on 31 March by market capitalization, the Board has adopted a Dividend Distribution Policy and the same is displayed on the Company''s website at www.advancedenzymes.com/investors/ corporate-governance

Particulars

Authorised Capital

Paid-up Capital

No. of shares

Amount (Rs,)

No. of shares

Amount (Rs,)

Pre Stock Split

35,000,000

350,000,000

22,326,005

223,260,050

Post Stock Split

175,000,000

350,000,000

111,630,025

223,260,050

EMPLOYEES STOCK OPTION PLAN

The details of Employees Stock Option Scheme 2015 [as amended] ("ESOP Scheme 2015") and Employees Incentive Plan 2017 ("Plan 2017") are provided in Annexure IX and forms part of this Report. The said scheme/plan are also published on the website of the Company at www.advancedenzymes.com/investors/corporate-governance

RESERVES

During the financial year 2017-2018, your Company has not transferred any amount to the General Reserves.

SUB-DIVISION OF SHARES

The sub-division of equity shares of your Company from face value of Rs, 10 each to face value of Rs, 2 each ("Stock Split") and consequent alteration in Capital Clause of Memorandum of Association of your Company was approved by the Members on May 04, 2017, through a Postal Ballot.

The ''Record Date'' for the purpose of ascertaining the Members entitled to receive the said sub-divided equity shares was fixed by the Board as ''May 26, 2017''. Subsequently, your Company has issued five (5) sub-divided equity shares of Rs, 2 each in lieu of one (1) equity share of Rs, 10 each to the eligible Members of the Company. In case of Members holding equity shares of your Company in physical form, the Company, without requiring the surrender of old share certificate(s), has directly issued and dispatched the new share certificate(s) for the sub-divided equity shares of Rs, 2 each. The said new share certificate(s) were issued in lieu of the old share certificate(s), which were deemed to have been automatically cancelled and be of no effect. In the case of equity shares of the Company held in dematerialized form, the sub-divided equity shares have been duly credited to the respective beneficiary accounts of the Members with the respective Depository Participants, as per the existing credits representing the equity shares of the Company.

In view of the aforesaid Stock Split, the number of equity shares of your Company and price of underlying equity share in the stock markets has been correspondingly adjusted by the Stock Exchanges, where your Company''s shares are listed (i.e. BSE and NSE).

The details of the Authorised and Paid-up share capital of the Company (Pre & Post Stock Split) are as follows (as on March 31, 2018)

ESOP 2015:

The Nomination & Remuneration Committee in its meeting held on February 14, 2017 granted 220,000 (of Rs, 2 each) stock options to its eligible employees of the Company & US subsidiary ("Grantee"). Out of the total Options granted, 10% of stock options (i.e. 22000) got vested on February 15, 2018, as per the provisions of the Scheme. One Option is convertible and is equivalent to 1 equity share. Based on the exercise application & amount received from the Grantees, the Board allotted 17750 equity shares of Rs, 2 each on May 19, 2018. The Company is yet to receive exercise applications allot shares for remaining 4250 stock options. The shares issued under ESOP Scheme 2015 are subject to lock in for a period of 1 year from the date of allotment.

In view of above, the Paid-up share capital of your Company has increased as follows (as on May 19, 2018)

Paid-up Capital

Particulars

No. of shares

Amount (Rs,)

Before Allotment

111,630,025

223,260,050

Post Allotment

111,647,775

223,295,550

Employees Incentive Plan 2017:

The Members of the Company has also approved the AETL Employees Incentive Plan 2017 ("Plan 2017") through trust route and related matters on May 4, 2017 through a Postal Ballot. Your Company has received In-Principle approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). As on the date of this report, no Stock Options / Stock Appreciation Rights have been granted under the Plan 2017.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of your Company are prepared in accordance with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder, Indian Accounting Standards ("IND AS") and Regulation 33 of the SEBI Listing Regulations and forms part of this Annual Report.

As mandated by the Ministry of Corporate Affairs, your Company has adopted IND AS for the financial year commencing from April 1, 2017. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2018.

SUBSIDIARIES Investments: (a) Advanced Enzymes (Malaysia) Sdn. Bhd. (''AEM''):

During the year under review (on July 03, 2017), your Company completed the acquisition of 200,000 equity shares of MYR 1 (Malaysia Ringgit) each aggregating to MYR 200,000 (equivalent to approx. Rs, 3,134,000) of AEM

i.e. 80% of paid-up share capital of AEM.

Your Company also subscribed to Right Issue of 150,000 Equity Shares at MYR 1 per share of AEM, aggregating to mYr 150,000 (equivalent to Rs, 2,602,500) on March 13, 2018. In view of this, the shareholding of your Company in AEM increased to 87.50%.

On March 30, 2018, your Company completed the acquisition of remaining stake i.e. 50,000 equity shares of face value of MYR 1 each of AEM. The said acquisition was made at face value for a total consideration of MYR 50,000 (equivalent to Rs, 867,800). In view of the above, AEM has become a wholly-owned subsidiary of the Company, effective from March 30, 2018.

(b) Advanced Enzymes Europe BV ("AEE"):

During the year under review, your Company incorporated a wholly owned subsidiary, AEE, with issued share capital of Euro 2 Million [2,000,000 equity shares of EUR 1 each] (equivalent to approx. Rs, 149.84 Million) in Netherlands i.e. on July 11, 2017 mainly to expand your Company''s business in European Market.

(c) evoxx technologies GmbH ("evoxx"):

Your Company''s wholly owned subsidiary, Advanced Enzymes Europe BV completed the acquisition of 100% stake in evoxx for a consideration of € 6.57 million, on August 15, 2017. In view of above, evoxx become a Step-Down Subsidiary (100%) of your Company.

(d) JC Biotech Private Limited ("JCB"):

During the year under review, your Company subscribed to Right Issue of 189,000 equity shares of Rs, 10 each at a premium of Rs, 27 per equity share aggregating to Rs, 6,993,000 of JCB. The shares have been duly allotted on January 31, 2018. The purpose of Right Issue was mainly to meet the capital & operational expenditure of JCB. As the Right Issue was offered & subscribed by JCB''s existing shareholders in proportionate to their respective shareholding in JCB, the shareholding of your Company in JCB remains same i.e. 70%.

(e) Acquisition of certain assets & liabilities of Biomedic Labs, LLC, USA

On 03 October 2017, the Company''s subsidiary Advanced Supplementary Technologies Corporation ("ASTC") acquired certain assets and liabilities of Biomedic Labs, LLC, USA for a purchase consideration of USD 750,000. The Company has accounted for goodwill of USD 630,000 equivalent to '' 40.98 Million on consolidation.

Other details for the aforementioned Investments from

(a) to (d) are provided on the website of the Company at www.advancedenzymes.com/investors/stock-exchange-compliance

As at March 31, 2018 your Company has eleven (11) subsidiaries as listed below: Domestic Subsidiaries:

1. Advanced Bio-Agro Tech Limited (60%);

2. Advanced EnzyTech Solutions Limited (100%);

3. JC Biotech Private Limited (70%);

International Subsidiaries:

1. Advanced Enzymes Inc., USA (100%);

2. Advanced Supplementary Technologies Corporation (100% Subsidiary of Advanced Enzymes USA);

3. Cal-India Foods International, Inc. (doing business as Specialty Enzymes and Biotechnologies) (100% Subsidiary of Advanced Enzymes USA);

4. Dynamic Enzymes Inc. (100% Subsidiary of your Company);

5. Enzyme Innovation, Inc. (100% Subsidiary of Cal-India Foods International and a Step-down subsidiary of Advanced Enzymes USA)

6. Advanced Enzymes (Malaysia) Sdn. Bhd. (100%);

7. Advanced Enzymes Europe B.V. ["AEE"] (100%) [With effect from July 11, 2017].

8. evoxx technologies GmbH (100%) [Wholly owned subsidiary of AEE with effect from August 15, 2017]

During the year under review, Enzyfuel Innovation Inc. Subsidiary of Advanced Enzyme USA, ceased to be Subsidiary of the Company, as it being non-operative has been dissolved voluntarily.

The Policy for determining material subsidiaries is available on the Company website: www.advancedenzymes.com/investors/ corporate-governance

The individual financial statements and other reports of the Company''s Subsidiaries have not been attached to the financial statements of the Company for the financial year 2017-18. Any Member seeking information on the annual financial statements of the Company''s Subsidiaries may write to the Company Secretary at the registered office of the Company. The financial statements of the Company''s Subsidiaries will be kept open for inspection at the registered office of the Company, from 11.00 a.m. to 3.00 p.m. on all working days, except Saturdays and Sundays, up to the date of the 29th AGM of the Company.

A separate statement containing the salient features of the financial performance of subsidiaries in the prescribed form AOC - 1 is annexed to the Directors'' Report as Annexure I and forms part of this report. The Audited Consolidated financial statements together with Auditors'' Report forms an integral part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of your Company, Subsidiaries and its business are given in the Management Discussion and Analysis, as required under the SEBI Listing Regulations, and forms integral part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors, to the best of their knowledge & belief and based on the information & explanations provided to them, confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. appropriate accounting policies have been selected and applied consistently and judgments and estimates are made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ''going concern'' basis;

e. Proper internal financial controls are devised to ensure compliance with all the provisions of the applicable laws and that such internal financial controls are adequate and are operating effectively; and

f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT

Your Company understands that controlling risks through a formal programme is necessary for the well-being of your Company. Your Company has adopted a revised Risk Assessment & Management policy in supersession of the existing policy. The Policy initially has outlined the broad based parameters of identification, assessment, monitoring and mitigation of various risks. Internal Auditors has also reviewed the Risk Management framework of the Company.

Your Company has initiated the process of transition to an Integrated Enterprise Risk Management, Internal Controls Management and Assurance Framework and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

RELATED PARTY TRANSACTIONS

During the financial year 2017-18, the transactions entered with related parties, as defined under the Companies Act, 2013 and provisions of the SEBI Listing Regulations, were in the ordinary course of business and on arms'' length basis. Approval of the Audit Committee and Board of Directors has been obtained by the Company for related party transactions of the Company, as per the provisions of the Companies Act, 2013. A quarterly update has been provided to the Audit Committee and the Board of Directors on the related party transactions undertaken by the Company for their review. Approval of the Members of the Company is also obtained in case any related party transaction exceeds the prescribed limits and as good corporate governance practice as there may be few transactions that may be carried out in the long-term interest of the Company.

The Policy on materiality of Related Party Transactions and dealing with related party transaction, as approved by the Board, is available on the Company''s website and can be accessed at www.advancedenzymes.com/investors/corporate-governance

As prescribed by Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Account) Rules, 2014, particulars of contracts/arrangements with related parties are given in Form AOC-2, annexed as Annexure II to this report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124(6) of the Companies Act, 2013 all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund. In view of this, your Company has transferred 48,000 unclaimed equity shares pertaining to financial year 2009-2010 to the Demat account of IEPF on November 30, 2017. The details of the said shares transferred are provided on the website of the Company at www.advancedenzymes.com/investors/corporate-governance

Details of unclaimed shares transferred, unclaimed Dividend & Shares due for transfer & procedure to claim the same are provided in the Notes to Notice for 29th Annual General Meeting of the Company ("AGM") and in the Corporate Governance Report which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company had constituted the Corporate Social Responsibility Committee.

The Annual Report on Corporate Social Responsibility Activities has been provided in Annexure-III and forms part of this report. The Composition of CSR Committee is disclosed in the said Annual Report on CSR Activities.

The Corporate Social Responsibility Policy may be accessed on the Company''s website at www.advancedenzymes.com/ investors/corporate-governance

POLICY ON CRITERIA FOR APPOINTMENT / REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

As per the Nomination & Remuneration Policy of the Company ("Policy"), the Nomination and Remuneration Committee inter alia recommends the appointment of Directors, Key Managerial Personnel (KMP) & Senior Management Personnel. The Committee also looks into the matter of remuneration of the Executive Directors, KMP''s & Senior Management Personnel and revise the remuneration subject to limits approved by the shareholders.

The Nomination and Remuneration Policy may be accessed on the Company''s website at www.advancedenzymes.com/ investors/corporate-governance

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2017-18, there has been no change in the composition of Board and Key Managerial Personnel of your Company.

Your Company received the resignation letter dated May 18, 2018 from the Independent Director, Mrs. Rupa Vora. She tendered her resignation from the position of Director of the Company with effect from May 18, 2018, due to some personal reasons. The Board accepted her resignation & sincerely appreciated her association with the Company and the support which she rendered during her tenure.

RETIRE BY ROTATION

Mr. Chandrakumar Rathi, Managing Director is liable to retire by rotation at the AGM, and being eligible, offers himself for re-appointment. The Board, therefore, recommends his reappointment as Managing Director of the Company. Brief profile of Mr. Chandrakumar Rathi have been provided in Notice convening 29th AGM of the Company.

DECLARATION BY THE INDEPENDENT DIRECTORS

During the year under review, declarations were received from all Independent Directors of the Company that they satisfy the ''criteria of Independence'' as defined under Regulation 16(1)

(b) of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant Rules made thereunder.

AUDITORS AND AUDITORS'' REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, BSR & CO LLP, Chartered Accountants ("BSR") were appointed as Statutory Auditors for a term of five years to hold office from the conclusion of 27th Annual General Meeting up to the conclusion of the 32nd Annual General Meeting, subject to ratification at every Annual General Meeting.

In view of the above, the approval of Members is being sought for ratification of appointment of BSR as Statutory Auditors of the Company and to fix their remuneration

The Auditors'' Report to the Members on the Financial Statements of the Company for the year ended March 31, 2018 does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance and the Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI Listing Regulations, are enclosed as Annexure

IV. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Shiv Hari Jalan, Company Secretary (FCS No. 5703 C.P.No.4226) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2017-18 is annexed as Annexure V and forms an integral part of this Report. The Secretarial Audit Report for the year ended March 31, 2018 does not contain any qualification, reservation or adverse remark. However, the Secretarial Auditor in his report has mentioned that the Company has spent an amount of Rs, 5.60 Million against the amount of Rs, 5.86 Million required to be spent during the year towards Corporate Social Responsibility (CSR). Subsequently the Company has spent the unspent amount of Rs, 0.26 Million, which is self-explanatory.

Details of the CSR activities, expenditure & other disclosures are provided in the annexed Annual Report on CSR activities.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall provide Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspective. The said report is attached as Annexure VI to this Director''s Report.

COMMITTEES OF THE BOARD

As per the Companies Act, 2013 & the SEBI Listing Regulations, the Board has four committees viz., Audit Committee, Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, and the Stakeholders Relationship Committee. The details of the composition of these Committees along with number of meetings held and attendance at the meetings are provided in the Corporate Governance Report and forms part of this Report.

VIGIL MECHANISM

Your Company had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and the Companies (Meetings of Board and Its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations. Details on the Vigil Mechanism of your Company have been outlined in Corporate Governance Report which forms part of this Report.

The Vigil Mechanism Policy may be accessed on your Company''s website at www.advancedenzymes.com/investors/corporate-governance

MEETINGS OF THE BOARD

During the year, eight (8) meetings of the Board of Directors were held. The requisite details of the Board Meetings and the details of the Directors present are provided in the Corporate Governance Report, which forms part of this Report.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has undertaken an annual evaluation of its own performance, its various Committees and individual directors. The manner in which the performance evaluation has been carried out has been given in the Corporate Governance Report, annexed to this Report.

The Board Evaluation policy can be accessed on your Company''s website at www.advancedenzymes.com/investors/ corporate-governance. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to provisions of Regulation 25(7) of the SEBI Listing Regulations, the detail of familiarization program is available at website of your Company at www.advancedenzymes.com/ investors/corporate-governance. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on the Company''s website at www.advancedenzymes. com/investors/corporate-governance.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading, which lays down the process of trading in securities of the Company by the designated employees and the connected persons and to regulate, monitor and report trading by the employees and the connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.

The aforementioned Code is available on the website of the Company at www.advancedenzymes.com/investors/corporate-governance

INTERNAL CONTROL AND ITS ADEQUACY

Your Company has adopted procedures and systems for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of financial disclosures. Your Company maintains appropriate and adequate Internal Control System / Internal Financial Control commensurate to its size and nature of operations. Your Company''s Internal control systems are tested and certified by the Internal Auditors and Statutory Auditors of the Company.

The Audit Committee periodically reviews the report(s) of the independent Internal Auditors along with the adequacy and effectiveness of Internal Control systems.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in business and in the nature of business of your Company during the year under review.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The details of loans and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2017-18 are given in the standalone financial statements (Note 7, 8 and 14 to the standalone financial statements). Your Company has not provided any guarantee or security under Section 186 of the Companies Act, 2013 during the financial year 2017-18.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 the Companies Act, 2013 read with the rules made there under, the extract of Annual Return of the Company in form MGT-9 is enclosed as Annexure X to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure VII and forms part of this Report.

Pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in Annexure VIII to this report.

The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in an Annexure XI to the Annual Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the said Annexure XI. However, this annexure is available for inspection by the Members at the Registered Office of the Company during business hours on all working days except Saturdays and Sundays up to the date of the AGM. Any Member desirous of obtaining a copy of the said Annexure may write to the Company Secretary at the Registered Office address of your Company.

FIXED DEPOSIT

Your Company did not invite or accept deposits covered under Chapter V of the Companies Act, 2013 and there are no such deposits outstanding with the Company.

CREDIT RATING

During the year under review, there is no revision in the rating received from CRISIL. The rating stood at A/Stable for Bank facilities to the tune of Rs, 100 Crores, by Credit Rating Information Services of India Limited (CRISIL).

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

a. Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its subsidiaries.

b. Your Company has not issued shares with differential rights as to dividend, voting or otherwise.

c. Your Company has devised a policy on Prevention of Sexual Harassment; as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said policy is hosted on Company''s website at www.advancedenzymes. com/investors/corporate-governance

There were no cases / grievances reported or pending during the year under review.

ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the support received by the Company from the Banks, Government Agencies/ organizations and employees of your Company.

Your Directors also acknowledge with thanks the faith reposed by the investors in the Company and look forward to their continued support for times to come.

For and on behalf of the Board of Directors of

Advanced Enzyme Technologies Limited

Vasant L. Rathi

Date: May 19, 2018 Chairman

Place: Thane (DIN: 01233447)


Mar 31, 2017

Dear Members,

The Directors are pleased to present 28th Annual Report of your Company along with the audited financial statements for the year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the financial year ended March 31, 2017 is summarized below:

(Rs, in Millions)

Particulars

Standalone

Consolidated

Year ended 31.03.2017

Year ended 31.03.2016

Year ended 31.03.2017

Year ended 31.03.2016

Revenue from operations (Gross)

1,836.89

1,485.32

3,442.10

3,044.58

Less: Excise Duty

98.86

93.91

128.51

106.96

Revenue from operations (Net)

1,738.03

1,391.41

3,313.59

2,937.62

EBIDTA

532.23

372.25

1,529.66

1,388.52

Less:

Finance charges & interest (Gross)

27.48

43.71

41.74

78.56

Amortization and Depreciation

83.74

73.85

122.09

87.19

Profit Before Tax & Exceptional Items

421.01

254.89

1,365.83

1,222.77

Exceptional Items

40.96

Profit Before Tax

421.01

254.89

1,365.83

1181.81

Less: Provision for Taxation

Current tax

84.55

54.59

455.36

363.42

Deferred tax

(4.57)

9.89

(4.75)

69.46

MAT credit entitlement

(0.90)

(18.53)

(2.38)

(18.53)

(Excess)/Short provisions for last year

6.61

-

(6.02)

(0.01)

Profit after tax (Before Minority Interest)

335.32

208.94

923.62

767.47

Share of Minority

-

-

17.13

8.97

Profit after Tax (After Minority Interest)

335.32

208.94

906.49

758.50

Surplus Brought Forward from Previous Year

1,199.19

1,015.99

2,531.92

1,820.84

Amount Available for Appropriations

1,534.51

1,199.19

3,446.14

2,531.92

Earnings Per Share (Amount in Rs,)

Basic

15.15

9.60

40.95

34.85

Diluted

15.14

9.60

40.93

34.85

RESULTS FROM OPERATIONS

Revenue - Consolidated

Your Company''s revenue from operations on consolidated basis increased to Rs,3,313.59 Million in the financial year 2016-17 from Rs,2,937.62 Million in the previous financial year, a growth rate of 12.80%. The total revenue comprises International sales amounting to Rs, 2,035.92 Million (previous year Rs, 1,867.06 Million) increased by 9.04% and Domestic sales amounting to Rs, 1,277.67 Million (previous year Rs, 1,070.56 Million) increased by 19.35%.

Your Company''s domestic sales constitutes 38.56% of revenue from operations during financial year 2016-17 as compared to 36.44% of revenue from operations during financial year 2015-16. International sales were 61.44% of revenue from operations as compared to 63.56% of revenue from operations during previous year.

Revenue - Standalone

Your Company''s revenue from operations on standalone basis increased to Rs, 1,738.03 Million from Rs, 1,391.41 Million in the previous year i.e. at a growth rate of 24.91%. The total revenue comprises of International sales of Rs, 627.93 Million (previous year Rs,471.71 Million) increased by 33.12% and Domestic sales Rs,1,110.10 Million (previous year Rs,919.70 Million) increased by 20.70%.

The domestic Sales constitutes 63.87% of revenue from operations during financial year 2016-17 as compared to 66.10% of revenue from operations during financial year 2015-16. International sales were 36.13% of revenue from operations as compared to 33.90% of revenue from operations during financial year 2015-16.

Profits - Consolidated

EBIDTA (Earnings before interest, depreciation, tax and amortization including other income) margin during financial year 2016-17 was Rs,1,529.66 Million (46.16%) as compared to Rs, 1,388.52 Million (47.27%) during financial year 2015-16, increase of about 10.17%, primarily due to increase in sales of your Company.

Profit before exceptional item and tax stood at Rs, 1,365.83 Million during financial year 2016-17 as against Rs, 1,222.77 Million in the previous year, a growth of 11.70%. Profit after exceptional items before tax was at Rs, 1,365.83 Million during financial year 2016-17 as compared to Rs, 1,181.81 Million in the previous year. Profit after tax (before minority interest) stood at Rs,923.62 Million during financial year 2016-17 as compared to Rs,767.47 Million during the financial year 2015-16, a growth of 20.35%.

Profits - Standalone

EBIDTA margin during the year under review was at Rs, 532.23 Million (30.62%) as compared to Rs, 372.25 Million (26.76%) in the previous financial year, a growth of 42.90%. Profit before tax stood at Rs,421.01 Million during financial year 2016-17 as compared to Rs,254.89 Million in the financial year 2015-16, a growth of 65.17%. Profit after tax stood at Rs,335.32 Million during financial year 2016-17 as compared to Rs, 208.94 Million during financial year 2015-16, a growth of 60.48%.

DIVIDEND

The Board of Directors in their meeting held on May 27, 2017 has recommended a final dividend @ 20% i.e. Rs, 0.40/- per equity share of face value of Rs,2/- each for the financial year ended March 31, 2017, aggregating to Rs, 44.65 Million (excluding Dividend Distribution Tax) as compared to Interim dividend @ 10% i.e. Rs, 1/- per equity share of face value of Rs, 10 each for financial year 2015-16.

The dividend payout is subject to approval of Members at 28th Annual General Meeting of your Company (Rs,AGM'').

RESERVES

During the financial year 2016-2017, the Company has not transferred any amount to the general reserves.

INITIAL PUBLIC OFFER (IPO)

During the year under review, your Company has come out with its Initial Public Offer (IPO) of 4,594,875 Equity shares of Rs, 10 each at an issue price of Rs, 896 per Equity share ( Rs, 810 per Equity share for eligible employees), consisting of fresh issue of 560,405 Equity shares and an Offer for Sale of 4,034,470 Equity shares by Selling Shareholders. The said offer was overall subscribed 82.06 times. Out of 560,405 Equity shares, 24,691 Equity shares were subscribed and allotted to eligible employees. Your Company raised a sum of Rs,499.99 Million through the IPO to invest in Equity/Debt Instruments of Advanced Enzymes USA, Inc., the wholly owned subsidiary, primarily for repayment / pre-payment of certain loans availed from Advanced Enzymes USA, Inc. The details of utilization of IPO proceeds are provided in Note no. 5 (g) of the Standalone Financial Statements of your Company forming part of this Annual report. Your Company''s equity shares were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on August 01, 2016 at an opening market price of '' 1,210 on both the exchanges.

SUB-DIVISION OF SHARES

The sub-division of equity shares of your Company from face value of Rs, 10/- each to face value of Rs,2/- each ("Stock Split") and consequent alteration in Capital Clause of Memorandum of Association of your Company was approved by the Members on May 04, 2017, through Postal Ballot.

The ''Record Date'' for the purpose of ascertaining the Members entitled to receive the said sub-divided equity shares of the Company was fixed by the Board of Directors of your Company as ''May 26, 2017''. Subsequently, your Company has issued five (5) sub-divided equity shares of Rs,2/- each in lieu of one (1) equity share of Rs, 10/- each to the eligible Members of the Company. In case of Members holding equity shares of your Company in physical form, the Company, without requiring the surrender of old share certificate(s), has directly issued and dispatched the new share certificate(s) of the Company for the sub-divided equity shares of Rs, 2/- each. The said new share certificate(s) were issued in lieu of the old share certificate(s), which were deemed to have been automatically cancelled and be of no effect. In the case of equity shares of the Company held in dematerialized form, the sub-divided equity shares have been duly credited to the respective beneficiary accounts of the Members with the respective Depository Participants, as per the existing credits representing the equity shares of the Company.

In view of the aforesaid Stock Split, the number of equity shares of your Company and price of underlying equity share in the stock markets has been correspondingly adjusted by the Stock Exchanges, where the Company''s shares are listed (i.e. BSE and NSE).

The details of the Authorized and Paid-up share capital of the Company (pre & post Stock Split) is as follows:

Particulars

Authorized Capital

Paid - up Capital

No. of shares

Amount ('')

No. of shares

Amount ('')

Pre Stock Split

3,50,00,000

35,00,00,000

2,23,26,005

22,32,60,050

Post Stock Split

17,50,00,000

35,00,00,000

11,16,30,025

22,32,60,050

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) and forms part of this Annual Report.

SUBSIDIARIES

During the year under review, your Company acquired 1,43,10,000 equity shares at Rs, 35/- per share of JC Biotech Private Limited ("JCB"), aggregating to Rs,50,08,50,000, 70% of the paid-up share capital of JCB. In view of this JCB became subsidiary with effect from December 1, 2016.

Following are the subsidiaries of your Company as on March 31, 2017:

1. Advanced Bio-Agro Tech Limited, India (60%);

2. Advanced EnzyTech Solutions Limited, India (100%);

3. JC Biotech Private Limited, India (70%) [with effect from December 01, 2016];

4. Advanced Enzymes Inc., USA (100%);

5. Advanced Supplementary Technologies Corporation (Subsidiary of Advanced Enzymes USA);

6. Cal-India Foods International Inc. (doing business as Specialty Enzymes and Biotechnologies) (Subsidiary of Advanced Enzymes USA);

7. Dynamic Enzymes, Inc. (Subsidiary of Advanced Enzymes USA);

8. Enzyfuel Innovation Inc. (Subsidiary of Advanced Enzymes USA); and

9. Enzyme Innovation, Inc. (Subsidiary of Cal-India Foods International, Step-down subsidiary of Advanced Enzymes USA).

During the year under review, no company has become or ceased to be a subsidiary, joint venture entity or associate entity except as mentioned above.

The individual financial statements and other reports of the Company''s Subsidiaries have not been attached to the financial statements of the Company for the financial year 2016-17. Any Member seeking information on the annual financial statements of the Company''s Subsidiaries may write to the Company Secretary at the registered office of the Company. The financial statements of the Company''s Subsidiaries will be kept open for inspection at the registered office of the Company, from 11.00 a.m. to 3.00 p.m. on all working days, except Saturdays and Sundays, up to the date of the 28th AGM of the Company.

A separate statement containing the salient features of the financial performance of subsidiaries in the prescribed form AOC-1 is annexed to the Directors'' Report as Annexure I and forms part of this report. The Audited Consolidated financial statements together with Auditors'' Report form part of the Annual Report.

Breif on operations of the Subsidiaries (including date of the incorporation / acquisition) is provided in Management Discussion and Analysis Section and forms part of this report.

INVESTMENTS / ACQUISITIONS

Your Directors are pleased to inform on the material updates, post the end of the financial year under review.

(a) Investment in Advanced Biodiesel Limited:

The Board of Directors of your Company has approved the investment to be made in Advanced Biodiesel Limited [CIN: U74999MH2017PLC291474] ("ABL") with the objective to scale up and demonstrate the use / application of Company''s products (i.e. enzymes) in the manufacturing of Biodiesel and thereby expand business. ABL is yet to commence its operations; i.e. manufacturing of biodiesel using enzymatic route.

The investment of your Company in ABL shall be way of acquiring / subscribing, in one or more tranches, up to 15% of paid up share capital of ABL for an amount not exceeding Rs,37,500,000/- (Rupees Thirty Seven Million Five Hundred Thousand). Investment by your Company in ABL will be made in a phased manner and is expected to be completed in a period of 18 months effective April 2017. The contemplated investment in ABL, being a related party transaction, will be done at face value of equity shares as it''s a new company and is on arm''s length basis.

(b) Investment / Acquisition of Advanced Enzymes (Malaysia) Sdn Bhd [erstwhile Palm Techno Ventures Enzyme Sdn Bhd], Malaysia:

Your Company has completed the acquisition of 80% shareholding of Advanced Enzymes (Malaysia) Sdn Bhd (AEM), Malyasia, by way of subscription to 200,000 equity shares at its face value of MYR 1/- each (i.e. Malaysian Ringgit) of AEM on July 03,2017. In view of this, AEM has become subsidiary of your Company on the said date. The primary purpose of the acquisition of AEM is expansion of business of your Company in Malaysian market. AEM shall be engaged in the business of supplying and providing enzyme based solutions for extraction of palm oil from palm fruits.

(c) Incorporation of wholly owned subsidiary in Netherlands:

Pursuant to the approval of the Board of Directors, your Company has completed the incorporation of a wholly owned subsidiary in Netherlands (i.e. Advanced Enzymes Europe B.V.) on July 11, 2017, mainly to expand your Company''s Business in European Market.

(d) Binding agreement to acquire shares of evoxx technologies GmbH:

Your Company''s wholly owned subsidiary, Advanced Enzymes Europe BV has entered into a binding agreement on July 26, 2017 with Germany based evoxx technologies GmbH, to acquire its 100% stake for a consideration of € 7.65 Million. The acquisition is expected to close by mid of August 2017. On completion of this acquisition, evoxx would become a step down subsidiary (100%) of your Company.

evoxx technologies GmbH (''Evoxx'') is an industrial biotech company focused on the development & production of industrial enzymes and few specialized carbohydrates for nutritional applications. Evoxx has a team of more than 35 scientists & technicians across its two sites in Germany.

The acquisition would give your Company a stronger foothold in Germany and in Europe, and would also help strengthen Research & Development capabilities.

The other details for the aforementioned Investments are provided on the website of the Company at www.advancedenzymes.com/investors-other-compliances.aspx

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of your Company, its businesses and subsidiaries business are given in the Management Discussion and Analysis, and forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act 2013, ("Act") your Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. appropriate accounting policies have been selected and applied consistently and judgments and estimates are made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ''going concern'' basis;

e. Proper internal financial controls are devised and laid down to ensure compliance with all the provisions of the applicable laws and that such internal financial controls are adequate and are operating effectively; and

f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT

Your Company understands that controlling risks through a formal programme is necessary for the well-being of your Company. Your Company has adopted a formal Risk Management policy whereby risks are broadly categorized into Strategic, Operational, Compliance, Financial & Cyber Risks etc. The Policy initially has outlined the broad based parameters of identification, assessment, monitoring and mitigation of various risks

Your Company has initiated the process of transition to an Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

RELATED PARTY TRANSACTIONS

During the financial year 2016-17, the transactions entered with related parties, as defined under the Companies Act, 2013 and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on an arm''s length basis. Approval of the Audit Committee and Board of Directors has been obtained by the Company for Related party transactions of the Company, as per the provisions of the Companies Act, 2013. A quarterly update has been provided to the Audit Committee and the Board of Directors on the Related Party Transactions undertaken by the Company for their review. Approval of the Members of the Company is also obtained in case any related party transaction exceeds the prescribed limits.

The Policy on materiality of Related Party Transactions and dealing with related party transactions, as approved by the Board, is available on the Company''s website and can be accessed at www.advancedenzymes.com/investors-codes-policies.aspx

As prescribed by Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Account) Rules, 2014, particulars of contracts/arrangements with related parties are given in Form AOC-2, annexed as Annexure II to this report.

TRANSFER TO UNPAID DIVIDEND ACCOUNT

Unclaimed dividend of '' 28,280 pertaining to financial year 2009-10 has been transferred by your Company to the Investor Education and Protection Fund (IEPF), as required under the Companies Act, 2013 and rules made there under. Details of unclaimed dividend due for transfer are provided in the Notes to Notice for 28th Annual General Meeting of the Company ("AGM") and in the Corporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company had constituted the Corporate Social Responsibility Committee.

The Annual Report on Corporate Social Responsibility Activities have been provided in Annexure-III and forms part of this report. The Composition of CSR Committee is disclosed in the said Annual Report on CSR Activities.

The Corporate Social Responsibility Policy may be accessed on the Company''s website at www.advancedenzymes.com/investors-codes-policies.aspx.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

During the financial year 2016-17, there has been change in the composition of Board and Key Managerial Personnel of your Company. During the year under review, Mr. Pradip Bhailal Shah and Mr. K.V. Ramakrishna ceased to be Directors of the Company w.e.f. September 15, 2016. Further, Mr. Pramod Kasat has been inducted as an Additional Director (Independent Director) on the Board with effect from December 14, 2016, to hold the office till the date of 28th agm. Notice under section 160 of the Companies Act, 2013 has been received by your Company proposing candidature of Mr. Pramod Kasat for the office of Independent Director of the Company for a period of five years with effect from December 14, 2016. The Board recommends the Ordinary resolution for the said appointment of Mr. Pramod Kasat as an Independent Director in item 7 of AGM Notice.

The present term of Mr. Mukund Kabra as Whole-time Director of the Company ended on March 31, 2017. Accordingly, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has approved his re-appointment as the Whole-time Director (& Key Managerial Personnel ) of the Company for a period of five years effective from April 01, 2017, subject to approval of the Members at this 28th agm. The Board recommends the Special Resolution for the said re-appointment of Mr. Mukund Kabra as Whole-time Director in item 8 of AGM Notice.

Mr. Vasant Rathi, the existing Non -Executive Promoter Director of the Company has been appointed as Chairman with effect from March 25, 2017 in place of Mr. Kedar Desai. Mr. Kedar Desai continues to be the Independent Director of the Company.

Key Managerial Personnel:

Mr. Sanjay Basantani has been appointed as Company Secretary and Head-Legal with effect from February 14, 2017. Mr. Sanjay Basantani is a qualified Company Secretary, a member of Institute of Company Secretaries of India (ICSI) and has also completed L.L.B. from Mumbai University. Further, Mr. Prabal Bordiya the then Company Secretary has been deputed as a Company Secretary of JC Biotech Private Limited, subsidiary company, and ceased to be Company Secretary of Advanced Enzyme Technologies Limited with effect from February 13, 2017.

RETIRE BY ROTATION

Mr. Vasant Rathi, Chairman (Director) who is liable to retire by rotation at the AGM, and being eligible, offers himself for re-appointment. The Board of Directors, therefore, recommends his re-appointment as Director of the Company.

DECLARATION BY THE INDEPENDENT DIRECTORS

During the year under review, declarations were received from all Independent Directors of the Company that they satisfy the ''criteria of Independence'' as defined under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant Rules made there under.

AUDITORS AND AUDITORS'' REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), BSR & CO LLP, Chartered Accountants ("BSR") were appointed as Statutory Auditors for a term of five years to hold office from the conclusion of 27th Annual General Meeting up to the conclusion of the 32nd Annual General Meeting, subject to ratification at every Annual General Meeting.

In view of the above, the approval of Members is being sought for ratification of appointment of BSR as Statutory Auditors of the Company and to fix their remuneration.

The Auditors'' Report to the Members on the Financial Statements of the Company for the year ended March 31, 2017 does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance and the Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of SEBI Listing Regulations, 2015, are enclosed as Annexure VII. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Mr. Shiv Hari Jalan, Company Secretary (FCS No. 5703; C.P.No.4226) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2016-17 is annexed as Annexure - VIII and forms an integral part of this Report.

The Secretarial Audit Report for the year ended March 31, 2017 does not contain any qualification, reservation or adverse remark.

COMMITTEES OF THE BOARD

Currently, the Board has mainly five committees viz., the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee and Transfer Committee. Consequent to the resignation of Mr. K. V. Ramakrishna from the directorship of Company w.e.f. September 15, 2016, the Committees were reconstituted. The details of the composition of these Committees are provided in the Corporate Governance Report and form part of this Report.

VIGIL MECHANISM

The Board had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and the Companies (Meetings of Board and Its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations. Details on the Vigil Mechanism of your Company have been outlined in Corporate Governance Report which forms part of this Report.

The Vigil Mechanism Policy may be accessed on your Company''s Website at: www.advancedenzymes.com/investors-codes-policies.aspx.

MEETINGS OF THE BOARD

During the year, seven meetings of the Board of Directors were held. The requisite details of the Board Meetings and the details of the Directors present are provided in the Corporate Governance Report, which forms part of this Report.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has undertaken an annual evaluation of its own performance, its various Committees and individual directors. The manner in which the performance evaluation has been carried out has been given in detail in the Corporate Governance Report, annexed to this Report.

The Board Evaluation policy can be accessed on your Company''s website at: www.advancedenzymes.com/investors-codes-policies.aspx.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration

Policy of the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to provisions of Regulation 25(7) of the SEBI Listing Regulations, the detail of familiarization program is available at website of your Company at www.advancedenzymes.com/investors-codes-policies.aspx. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website at www.advancedenzymes.com/investors-appointment-letter.aspx.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading, which lays down the process of trading in securities of the Company by the designated employees and the connected persons and to regulate, monitor and report trading by the employees and the connected persons of your Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.

The aforementioned Code is available on the website of your Company at: www.advancedenzymes.com/investors-codes-policies.aspx.

INTERNAL CONTROL AND ITS ADEQUACY

Your Company has adopted procedures and systems for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of financial disclosures. Your Company maintains appropriate and adequate Internal Control Systems / Internal Financial Controls commensurate to its size and nature of operations. Your Company''s Internal control systems are tested and certified by the Internal Auditors and Statutory Auditors of the Company.

The Audit Committee periodically reviews the report(s) of the independent Internal Auditors along with the adequacy and effectiveness of Internal Control systems.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in business and in the nature of business of your Company during the year under review.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The details of loans and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2016-17 are given in the standalone financial statements (Please refer to Note 14 and 15 to the standalone financial statements). Your Company has not provided any guarantee or security under Section 186 of the Companies Act, 2013 during the financial year 2016-17.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as ANNEXURE IV to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE V and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to with Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is disclosed in ANNEXURE IX to this report.

The statement containing particulars of remuneration of employees as required under section 197(12) of the Act, read with the Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in an Annexure X to the Annual Report. In terms of section 136(1) of the Act, the Annual Report is being sent to the Members excluding the said Annexure X. However, this Annexure is available for inspection by the Members at the Registered office of the Company during business hours on all working days except Saturdays and Sundays up to the date of the AGM. Any Member desirous of obtaining a copy of the said Annexure may write to the Company Secretary of the Registered office address of your Company.

FIXED DEPOSIT

Your Company did not invite or accept deposits covered under Chapter V of the Companies Act, 2013 and there are no such deposits outstanding with the Company.

CREDIT RATING

During the year under review, your Company has received the rating of CRISIL A/Stable for outstanding Bank facilities (outstanding facilities), by Credit Rating Information Services of India Limited (CRISIL).

EMPLOYEES STOCK OPTION PLAN

The details of Employees Stock Option Scheme 2015 [ as amended] (ESOP 2015) and Employees Incentive Plan 2017 (Plan 2017) are provided in Annexure VI and forms part of this Report. The said details are also published on the website of the Company at www.advancedenzymes.com/investors-codes-policies.aspx

ESOP 2015:

During the year under review, your Company has granted 44,000 Stock Options to all its eligible employees under ESOP 2015.

Plan 2017:

The Members of the Company has also approved the AETL Employees Incentive Plan 2017 ("Plan 2017") through trust route and related matters on May 4, 2017 through a Postal Ballot. Your Company has received In-Principle approval from BSE Limited and National Stock Exchange of India Limited. As on the date of this report, no Stock Options / Stock Appreciation Rights have been granted under the Plan 2017.

ESOP 2015 and Plan 2017 are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, Companies Act, 2013 and SEBI Listing Regulations (as amended from time to time).

ESOP 2015 and Plan 2017 are published on the website of your Company at: www.advancedenzymes.com/investors-codes-policies.aspx

GENERAL

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

a. Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its subsidiaries.

b. Your Company has not issued shares with differential rights as to dividend, voting or otherwise.

c. Your Company has also devised a policy on Prevention of Sexual Harassment, as per the provision of the Sexual Harassment Of Women at Workplace (Prevention, Prohibiton and Redressal) Act, 2013. The said Policy is hosted on Company''s website at www.advancedenzymes.com/investors-codes-policies.aspx.

There were no cases / grievances reported or pending during the year under review.

ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the support received by your Company from the Banks, Government Agencies/ organizations and employees of the organization.

Your Directors also acknowledge with thanks the faith reposed by the investors in the Company and look forward to their continued support for times to come.

For and on behalf of the Board of Directors of

Advanced Enzyme Technologies Limited

Vasant Rathi Chairman

DIN: 01233447

Thane, August 09, 2017


Mar 31, 2016

The Directors are delighted to present the Twenty Seventh Annual Reports on the business and operations of the Company together with the audited Standalone & Consolidated statement of accounts of the Company for the year ended 31st March, 2016.

1. RESULTS OF OUR OPERATIONS

CONSOLIDATED FINANCIAL RESULTS

Year ended 31.03.2016 (Rs. in Millions)

Year ended 31.03.2015 (Rs. in Millions)

Profit before depreciation, interest, exceptional item & tax (Less):

1388.51

930.81

Depreciation

87.19

90.17

Interest / finance charges

78.56

92.55

Exceptional item

40.96

-

Total

206.71

182.72

Profit before tax

Less/(Add): Provision for taxation

1181.80

748.09

Current tax

363.42

201.59

Deferred tax

69.46

47.00

MAT credit entitlement

(18.53)

(19.12)

(Excess)/short provision for last years

0.01

0.49

Total

414.34

229.96

Profit after tax

767.46

518.13

STANDALONE FINANCIAL RESULTS

Year ended

Year ended

31.03.2016

31.03.2015

(Rs. in Millions)

(Rs. in Millions)

Profit before depreciation, interest, exceptional item & tax (Less):

372.45

350.05

Depreciation

73.85

79.84

Interest / finance charges

43.71

46.56

117.56

126.40

Profit before tax

Less/(Add): Provision for taxation

254.89

223.65

Current tax

54.59

46.05

Deferred tax

9.89

3.84

MAT credit entitlement

(18.53)

(19.12)

45.95

30.77

Profit after Tax

208.94

192.89

Balance Brought Forward

1015.99

837.15

1224.93

1030.04

Less: Reversal of fixed assets(refer note 12 of standalone financial)

-

2.99

Add:-Liabilities reversed on carrying amount of tangible assets due to transitional provision as per CA, 2013(refer note 8)

-

1.01

Profit available for appropriation Appropriations

1224.93

1028.06

Interim dividend (including tax on dividend)

25.74

12.07

Balance Carried to Balance Sheet

1199.19

1015.99

2. REVIEW OF OPERATIONS & FINANCIAL PERFORMANCE Revenue -Consolidated

Our revenue from operations increased by 31.67% to Rs. 2,937.62 Million for financial year (FY) 2016 from Rs. 2,231.08 Million for FY 2015, mainly as a result of increase in our International sales by 43.20% to Rs. 1,867.06 Million in FY 2016 from Rs. 1,303.84 Million in FY 2015, primarily due to increase in sales of our US subsidiary SEB mainly in the Human Healthcare and Nutrition business vertical. The India sales grew by 15.46% to Rs. 1,070.56 Million in FY 2016 from Rs. 927.24 Million in FY 2015.

Our India sales constitutes 36.44% of total sales during FY 2016 as compared to 41.56% of total sales during FY 2015 and International sales was 63.56% of total sales as compared to 58.44% of total sales during FY 2015.

Revenue- Standalone

Our sales on standalone basis increased to Rs. 1391.41 Million during FY 2016 from Rs1258.79 Million during FY 2015, at a growth rate of 10.54%.

India sales was at Rs. 919.70 Million (66.10% of total sales) during FY 2016 as compared to Rs. 802.31 Million (63.74% of total sales) during FY 2015,increased by 14.63%. International were at Rs. 471.71 Million (33.90% of total sales) during FY 2016 as compared to Rs. 456.48 Million (36.26% of total sales) during FY 2015. International growth was lower at 3.34% as compared to India growth of about 14.63%, due to lower Exports during FY 2016 of Rs. 268.25 Million as compared to Rs. 306.72 Million during FY 15 to our 100% subsidiary Company in USA.

Profits- Consolidated

EBIDTA (Earnings before interest, depreciation, tax and amortization excluding other income) margin during FY 2016 was 1375.62 Million (46.83%) as compared to Rs. 905.22 Million (40.57%) during FY 2015, improved by about 52%, primarily due to increase in sales of our US subsidiary SEB mainly in the Human Health Care and Nutrition Business vertical.

Profit before exceptional item and tax stood at Rs. 1222.76 Million during FY 2016 as against Rs. 748.09 Million in the previous year, a growth of 63.45%. Profit after exceptional items before tax was at Rs1181.80 Million during FY 2016 as compared to Rs. 748.09 Million in the previous year. Profit after tax stood at Rs. 767.46 Million during FY 2016 as compared to Rs. 518.13 Million during the previous year, a growth of 48.12%.

Profits- Standalone

EBIDTA margin during FY 2016 was at Rs. 363.17 Million (26.10%) as compared to Rs. 337.14 Million (about 26.78%) in the previous year, at a growth of 7.72%. Profit before exceptional item and tax stood at Rs. 254.89 Million during FY 2016 as compared to Rs. 223.66 Million in the previous year, at a growth of 14.00%. Profit after tax stood at Rs. 208.94 Million during FY 2016 as compared to Rs.192.89 Million during FY 2015, at a growth of 8.32%.

3. DIVIDEND

The Company paid an interim dividend @ 10% for the FY 2016 amounting to Rs. 21.76 Million as compared to dividend @ 5% for FY 15. Your directors do not recommend any final dividends. Accordingly interim dividend already paid is recommended for approval by the shareholders as final dividend for FY 2016.

During the year 2015-16, unclaimed dividend of Rs. 27,940/- pertaining to financial year 2007-08, was transferred to the Investor Education and Protection Fund, as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001.

4. RESERVES

No amount is proposed for transfer to the General Reserve Account during the financial year 2016.

5. SHARE CAPITAL:

The issued, subscribed and paid up share capital of the Company as on 31st March 2016 is Rs. 21,76,56,000 divided into 2,17,65,600 equity shares of Rs. 10/- each.

6. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards AS-21 specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS As on 31st March, 2016, Company has following 8 subsidiaries:

1. Advanced Bio-Agro Tech Limited, India;

2. Advanced EnzyTech Solutions Limited, India;

3. Advanced Enzymes USA;

4. Advanced Supplementary Technologies Corporation (Subsidiary of Advanced Enzymes USA);

5. Cal-India Foods International (doing business as Specialty Enzymes and Biotechnologies) (Subsidiary of Advanced Enzymes USA);

6. Dynamic Enzymes, Inc. (Subsidiary of Advanced Enzymes USA);

7. Enzyfuel Innovation Inc. (Subsidiary of Advanced Enzymes USA); and

8. Enzyme Innovation, Inc. (Subsidiary of Cal-India Foods International, Step-down subsidiary of Advanced Enzymes USA).

A report on the performance and financial position of each of the subsidiaries as per the Companies Act, 2013 is provided as Annexure A to the consolidated financial statement and hence not repeated here for the sake of brevity.

7. DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

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

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

8. RISK MANAGEMENT

Your Company understands that controlling risks through a formal programme is necessary for the well-being of the Company. The Company has adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy initially has outlined the broad base parameters of identification, assessment, monitoring and mitigation of various risks which are keys to business objectives.

The Company has initiated the process of improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and on an arm’s length basis.

As prescribed by Section 134 (3) (h) of the Companies Act, 2013 and Rule 8 (2) of the Companies (Account) Rules, 2014, particulars of contracts/arrangements with related parties are given in Form AOC-2, annexed as Annexure B to this report.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as ANNEXURE - C to this Report in the prescribed format.

11. DIRECTORS

The Board of Directors of the Company comprises 9 Directors including 3 Independent Directors, of which the Chairman of the Board is a Non-Executive and Independent Director and the Board comprises qualified individuals possessing the skills, experience and expertise necessary to guide the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (LODR).

The Board expressed that, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pradip Bhailal Shah, Director of the Company, retires by rotation at the ensuing Annual General Meeting, who is eligible for re-appointment, however does not seek the same. The Directors has proposed not to fill-in the said casual vacancy and a resolution to that effect has been proposed at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mukund Madhusudan Kabra, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Mrs. Rupa R. Vora was inducted as an Independent Director on the board with effect from 28th November, 2015 and appointed as an additional director of the Company. As per the provisions of Companies Act 2013, additional director holds office only upto the date of ensuing Annual General Meeting. Notice under section 160 of the Companies Act, 2013 has been received proposing candidature of Mrs. Rupa R. Vora for the office of Independent Director of the Company for a period of five years with effect from 28th November, 2015.

12. AUDITORS REPORT AND REAPPOINTMENT

M/s Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and their terms of 5 years are expiring at the ensuing AGM.

The Audit Committee has considered the qualifications and experience of the proposed auditors M/s. BSR & Co. LLP and has recommended their appointment. The Board of Directors has also considered the matter and recommends the passing of the Ordinary Resolution appointing M/s. BSR & Co. LLP, Chartered Accountants, having ICAI firm Reg. No. 101248W/W-100022, as statutory auditors in place of the retiring Auditor M/s Walker Chandiok & Co LLP, for the financial year 1st April 2016 to 31st March 2021. Written consent of the proposed auditors together with a certificate that the appointment, if made, shall be in accordance with the conditions specified in Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Cost Audit is not applicable on the Company as per Final (Cost Records and Audit) Rules, 2014.

13. SECRETARIAL AUDITOR

The provision of Section 204 of the Companies Act, 2013 and Rules there under are not applicable to the Company for the financial year 2015-2016.

14. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The Company is yet to be listed accordingly auditor’s certificate on corporate governance is not applicable to the Company.

15. COMMITTEES OF THE BOARD

Currently, the Board has four committees viz., the audit committee, the nomination and remuneration committee, the corporate social responsibility committee, the stakeholders relationship committee. A detailed note on the composition of the Board and its committees is provided in the corporate governance report section of this Annual Report.

CSR COMMITTEE

The CSR Committee comprises Mr. Kedar Desai -Chairman (Non-executive- Independent Director), Mr. R.T. Mehta (Non-Executive Independent Director) and Mr. K.V. Ramakrishna (Non-Executive Non- Independent Director) as other members.

AUDIT COMMITTEE

The Audit Committee comprises of Mrs. Rupa Vora - Chairperson (Non-executive Independent Director), Mr. Kedar Desai - (Non-executive Independent Director), Mr. R. T. Mehta(Non-executive Independent Director) and Mr. K. V. Ramakrishna(Non-executive Non Independent Director)as other members. The Committee met four times during the year.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee met thrice during the year. The Company’s Policy framed by the Board, on the recommendation of the Nomination & Remuneration Committee relating to selection of Directors, determining Directors independence, payment of remuneration to Directors, Key Managerial Personnel and other employees and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - D and forms part of this Report.

THE STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of Mr. Kedar Desai - Independent Non-Executive Director- Chairman, Mr. K. V. Ramakrishna-Non Independent Director- Member, Mr. R.T. Mehta - Independent Non-Executive Director Member.

16. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Companies Act, 2013, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairperson of the Audit Committee.

17. CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably with a goal to ensure fairness for every stakeholder. We are dedicated to ensure to adopt and attain the best practices in Corporate Governance.

Our Corporate Governance Report for FY 2016 forms part of this Annual Report as Annexure E.

18. BOARD DIVERSITY

The company recognizes importance of a diverse board in its success. A truly diverse board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The board has adopted the Board Diversity policy which sets out the approach to diversity of the board of Directors. The Board Diversity Policy is available on our website www.advancedenzymes.com

19. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2015-2016, the Board of Directors of the Company, met 8 (Eight) times details of which are given in the Corporate governance report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

In addition to this independent directors of the Company met once on 26.03.2016 to evaluate the quality, quantity and timelines of flow of information between the executive management and the Board of Directors.

20. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On March 31, 2016, the Board consists of nine members, three of whom are executive or whole time directors, and six are nonexecutive directors which includes 3 independent directors.

The policy of the Company on director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters, as required under sub - section (3) of section 178 of the Companies Act 2013, is available on our website www.advancedenzymes.com.). There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

21. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under section 149 (7) of the Companies Act, 2013, that he /she meets the criteria of independence laid down in Section 149 (6) of the companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. BOARD EVALUATION

Regulation 4 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as :

- Board dynamics and relationships

- Information flows

- Decision - making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees’ effectiveness

- Peer evaluation.

The Board of Directors of the Company has framed the policy and the same is uploaded on the web site of the Company and available at http://www.advancedenzymes.com/AETL-Board _Evaluation_Policy.pdf

23. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. Pursuant to provisions of Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the detail of training and familiarization program are provided in the Corporate Governance Report and is also available on our website (www.advancedenzymes. com). Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website www.advancedenzymes.com

24. PROPOSAL FOR LISTING OF EQUITY SHARES WITH BSE AND NSE

The Company is in the process of listing and has got approval from SEBI on its updated draft red herring prospectus for its Initial Public Offerings of Rs. 50 Crore and Offer for Sale by shareholders of the Company for 4,043,470 Equity Shares (OFS) collectively referred as IPO. The Company however will update its draft red herring prospectus to include financial statements for entire financial year 2016 instead of financial statement for stub period of 9 months. The Company has got in principle approval of its listing application for Equity shares from BSE Limited and NSE Ltd and is likely to announce opening of IPO in due course of time. The Company shall enter into Listing agreements with BSE and NSE as per requirement.

25. POLICIES

We seek to promote and follow the ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies including the companies seeking listing. All our corporate governance policies are available on our website www.advancedenzymes.com

26. AETL’ CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING.

The Board of Directors has adopted the Insider Trading policy in accordance with the requirements of the SEBI (Prohibition of insider Trading) Regulation, 2015. The insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the company as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.advancedenzymes.com

In addition to its Code of Conduct and ethics, key policies that have been adopted by the Company are as follows:

Name of the Policy

Brief Description

Web Link

Whistleblower Policy (Policy on vigil mechanism)

The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the company’s code of conduct and ethics.

http://www.advancedenzymes.com/AETL-Whistle_Blower_Policy-final1.pdf

Nomination and Remuneration Policy

This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non - executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.

http://www.advancedenzymes.com/AETL-Nomination_ and_Remuneration_policy_.pdf

Corporate Social Responsibility Policy

The policy outlines the company’s strategy to bring about a positive impact on society through programs relating to hunger, poverty, education, healthcare, environment and lowering its resource footprint.

http://www.advancedenzymes.com/AET- CSR-Policy-final.pdf

Policy on Material Subsidiaries

The policy is used to determine the material subsidiaries and material non listed Indian subsidiaries of the Company and to provide the governance framework for them.

http://www.advancedenzymes.com/Policy_ on_Material_Subsidiaries.pdf

Name of the Policy

Brief Description

Web Link

Related Party Transaction Policy

The policy regulates all transactions between the company and its related parties.

http://www.advancedenzymes.com/Policy-

on-Related-Party-Transactions.pdf

Insider Trading Policy

The policy provides the framework in dealing with securities of the Company

http://www.advancedenzymes.com/AETL-Code_of_Internal_Procedures_and_ Conduct for_ Regulating,_ Monitoring_ and_ Reporting_ of_ Trading_ by_Insiders.pdf and Code_ of_ practices _and_ procedures_ for_ fair_ disclosure_ of_ unpublished _price_ sensitive_information.pdf

Policy for Determining Materiality for Disclosures

This policy applies to disclosures of material events affecting AETL and its subsidiaries.. Which deals with the dissemination of unpublished, price - sensitive information..

http://www.advancedenzymes.com/Policy-on-materiality-of-information.pdf

Document Retention and Archival Policy

The policy deals with the retention and archival of corporate records of the Company and all its subsidiaries.

http://www.advancedenzymes.com/Policy-on-Preservation-and-Archival.pdf

Board Evaluation Policy

This policy deals with evaluation of Individual Director, Committees of the Board and the functioning of the Board as a whole.

http://www.advancedenzymes.com/AETL-Board_Evaluation_Policy.pdf

27. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

28. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts tribunals impacting the going concern status and Company’s operations in future.

29. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the financial year ended 31st March, 2016, no Loan under section 186 of the Companies Act, 2013 was made by the Company.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 14 and 15 to the standalone financial statement).

30. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as ANNEXURE F to this Report.

31. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE G (Part I, to Part IV) and forms part of this report.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided as ANNEXURE H.

33. FIXED DEPOSIT

The Company does not have any fixed deposits at the beginning of the year and neither accepted nor renewed any deposits during the year under review. There was no deposit remaining unpaid or unclaimed as at the end of the year 31st March, 2016.

34. RESEARCH AND DEVELOPMENT

During FY 2016, R&D expenditure incurred by the Company was Rs. 99.08 Million (including Capital expenditure of Rs. 17.32 Million) constituting about 7.12% of net sales of the Company as against Rs. 95.20 Million (including capital expenditure of Rs. 3.89 Million) incurred during the previous year (7.56% of net sales).

35. INTELLECTUAL PROPERTY (IPR)

Your Company has 13 (thirteen) patents and applications for registration of 4 (four) patents are pending before the relevant authorities. Further, our Company has 128 (one hundred and twenty-Eight) trademarks registered in its name and applications for registration of 14 (fourteen) trademarks are pending before the relevant authorities. Registration of product dossiers for the purpose of registration under European Food Safety Authority (EFSA), which is mandatory requirement for International of food enzymes, food flavorings and additives to European Countries, submitted in earlier years is under process of registration.

36. EMPLOYEES STOCK OPTION PLAN

The Company has not yet implemented its ESOP 2015.

37. DEMAT OF SHARES CONNECTIVITY WITH CDSL AND NSDL

Shareholders can get their physical shares dematerialized through their depository participants. The Company has an arrangement with both depository participates viz NSDL as well as CDSL and allotted ISIN Number INE 837H01012. As on 31st March 2016, 20,621,400 Shares constituting 94.74% shares have been dematerialized till 31st March 2016.

38. SHARE TRANSFER AGENT

M/s. Link In time India Private Limited, Mumbai who acts as share transfer agent (R&T Agent) of the Company. Shareholders can directly send their transfer request and other related correspondence in this regard to R&T Agent at their address given on the first page.

39. WEBSITE OF THE COMPANY

Website of the Company is www.advancedenzymes.com where detailed information of the Company, Management and its products are provided and in addition to this all statutory information are also placed.

40. BANKING

The Company has working capital arrangement from CITI Bank N.A., HDFC Bank, Kotak Mahindra Bank and DBS Bank.

41 GENERAL

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

1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

2. No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. There was also no change in the nature of business of the Company during the financial year ended 31st March, 2016.

42. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company conducts awareness program at regular intervals.

43. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the support received by the Company from Citi Bank N.A, HDFC Bank, DBS Bank, Kotak Mahindra Bank and Government Agencies, organizations and employees of the organization. Your Directors also acknowledge with thanks the faith reposed by the investors in the Company and look forward to their continued support for times to come.

By Order of the Board of Directors

(Kedar Desai)

Chairman

Thane, 27th June 2016 DIN: 00322581

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