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Kimia Biosciences Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors have the pleasure of presenting the Thirty-Two (32^nd) Annual Report together with the Audited Financial Statement and Auditorâs Report of your Company for the year ended 31st March, 2025. _FINANCIAL OUTLOOK_

FINANCIAL HIGHLIGHTS (Rupees in Lakhs)
Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Net Sales/ Income from operation	11,892.08	10,487.65
1 otal Income	12,024.11	10,651.83
âExpenses	10,660.69	11,370.20
Profit before 1 ax	1,363.42	(718.37)
Less: 1 ax Expenses	4U2.18	(187.50)
Profit After lax	961.24	(530.87)
Other comprehensive income for the year	227	(513.18)
! otal Comprehensive income for the year	2.27	(513.18)
Earnings per Share (Basic)	203	(TT2T
Earnings per Share (Diluted)	203	(1.12)

RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS

The financial year 2024-25 has been very successful for the Company, with substantial growth in both revenue and profitability. This achievement can be attributed to its focussed marketing efforts, innovative digital initiatives, supported by robustly growing economy and consumer sentiments. Companyâs revenue from operations was Rs. 11,892.08 Lakhs and Profit for the year was 961.24 Lakhs.

CHANGE IN ACCOUNTING TREATMENT

There has been no change in the accounting policies during the period under review.

SHARE CAPITAL

The Share Capital structure of the company is as follows: i. Authorized share capital:

	Particula rs	Amount (Rs.)
	Equity Shares 7,73,31,680 of face value of Re. 1/- each	7,73,31,680
	Compulsory Convertible Preference Share 65,18,320 of Re. 1/-each	65,18,320
	0.1% Redeemable Non-Convertible Cumulative Preference Share 80,00,000 of Rs. 10/-each	80,000,000
	Total Authorized Share Capital	163,850,000
ii.	Issued, Subscribed and Paid-up Share capital
	Particula	Amount (Rs.)


	4,73,12,741 Equity Shares of Re. 1/- each	4,73,12,741
	80,00,000,0.1% Redeemable Non-Convertible Cumulative Preference Share of Rs. 10/- each	80,000,000
	Total Paid-up Share Capital	12,73,12,741

1. As at the end of the financial year, the issued, subscribed paid-up share capital remains as above.

2. Each preference share holder is eligible for equal amount of dividend, in case dividend is declared by the company on other class of shares. Preference shares shall rank senior to all present and future preference shares and/ or equity shares issued by the Company. 40,00,000 Preference shares shall be redeemed at the option of the Company, at any time within a period not exceeding ten years from the date of allotment on 17.05.2016 and 40,00,000 Preference shares shall be redeemed at the option of the Company, at any time within a period not exceeding ten years from the date of allotment on 07.10.2019 under the provisions of the Companies Act, 2013 and Rules made thereunder.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

During the period under review company has no subsidiary, holding or Associate company.

DIVIDEND

The Directors of the Company didnât recommend any dividend during the financial year under review.

Further, there were no amounts of unclaimed dividend to be transferred to Investor Education & Protection Fund (IEPF) as

per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

TRANSFER TO RESERVES

The Company has transferred profit of Rs. 961.24/- Lacs to the Reserves.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company is in compliance with the provisions of Section 186 of the Companies Act, 2013 read with rules framed there under.

_BUSINESS OUTLOOK

STATE OF COMPANYâS AFFAIRS

The company has achieved turnover of Rs. 12,024.11 Lakhs during the financial year.

The Company has been consistently practicing prudent finance and working capital management. The strong focus on working capital and liquidity management has helped timely generation of sufficient internal cash flow to invest in long term strategic objectives of the Company.

The Company has revamped its Plant in accordance with Good Manufacturing Practice (GMP) Standards for pharmaceutical productions in past & got certification from State FDA, Haryana and continuously upgrading it to meet the international regulatory requirements.

â¢ The Company has Research & Development (R&D) at its plant located at Village Bhondsi, Tehsil Sohna,

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed during the period under review.

_GOVERNANCE OUTLOOK

CORPORATE GOVERNANCE

The Companyâs philosophy on Corporate Governance aims to ensure establishing and practicing a sound system of good corporate governance which will not only meet Companyâs objectives but will render assistance to the management in managing the companyâs business in an ethical, compliant, efficient and transparent manner for achieving the corporate objectives so as to provide services to the utmost satisfaction of the customer and to conduct business in a manner which adds value to the Companyâs brand and all its stakeholders like shareholders, employees, customers, suppliers, vendors etc. The Corporate Governance report as per Schedule V of SEBI (listing obligations and Disclosure Requirements) 2015 is annexed as Annexure-VI.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Your Company continuously invests in strengthening the internal control processes and systems. The internal control process and systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.

Implementations of recommendations from various audit reports are regularly monitored by the senior management. Internal and statutory audit reports and findings, including comments by the management, if any, are periodically placed before theAudit Committee of the Board of Directors.

DEPOSITORY SYSTEM

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

The ISIN of the Equity Shares is INE285U01025.

LISTING

The Equity Shares of your Company are listed on BSE Limited having Scrip Code 530313.

The Company has timely paid the Annual Listing Fees to BSE Limited for the financial year ended on 31^stMarch 2025.

PROCEEDINGS UNDER INSOLVENCY AND BANCRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the Directorship of the Company took place. The Composition of Board of Directors is as follows:-

S.NO.	NAME OF DIRECTOR	DESIGNATION	DIN
1	Vipul Goel	Director (Non Executive)	00064274
2	Sameer Goel	Managing Director	UUU642 74
3	Jagdeep Dhawan	Independent Director (Non Executive)	UU778235

f4 Richa Gupta Independent Director (Non Executive) 07481646

During the year under review, there were some changes that took place in the Key Managerial Personnel of the Company:-

Name of the Key Manageri al

Personnel

Designati

Appointment/Resignation

Date

Lakshay Prakash

Company

Secretary

Resignation

12.08.2024

Pallavi

Garg

Company

Secretary

Appointment

11.11.2024

The Board of Directors ("Boardâ) comprises of optimum number of Executive, Non-Executive, and Independent Directors as required under applicable legislations. As on date of this Report, the Board consists of four (4) Directors comprising one (1) Executive Managing Director and one (1) Non-Executive Director and two (2) Independent Directors including one (1) Independent Woman Director as required under Section 149 of the Companies Act, 2013 & rules made thereunder and Regulation 17 of the Listing Regulations.

BOARD MEETINGS

During the year, 6 Board Meetings were held on 30.05.2024, 28.06.2024, 14.08.2024, 14.11.2024, 05.12.2024 and 13.02.2025 .

Name of Director	Designation/ Category	Number of other Board Committe es of which member/ chairperson	Number of Board Meetings held during the tenure	Board Meetin gs attende d	Attendance at the last AGM
Mr. Sameer Goel	Chairman & Managing Director & Chief Executive Officer	1	6	6	Yes
Mr. Jagdeep Dhawan	Independent Director	3	6	6	Yes
Mrs. Richa Gupta	Independent Director	2	6	6	Yes
Mr. Vipul Goel	Director	2	6	6	Yes

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations 2015.

AUDIT COMMITTEE

The constitution of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013. During the year under review, Four meetings of the Audit Committee were held on 30.05.2024, 14.08.2024, 14.11.2024 and 13.02.2025 -.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Sameer Goel	Member	Managing Director

The Chairman of the Committee attended the last AGM of the Company. The Company Secretary acted as the Secretary to the Committee. The Statutory Auditors, Internal Auditors, Secretarial Auditors and other related functional executives ofthe Company also attended the meeting when required. Further, the Board has accepted all the recommendation of Audit Committee during the period.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors other than Independent Directors. During the year under review, One (1) meeting of the Committee were held on 11.11.2024 .

The composition of the Committee is given below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Vipul Goel	Member	Director

The Company Secretary is the Secretary of the Committee.

NOMINATION AND REMUNERATION POLICY

In compliance with Section 178(3) of the Act, the Board framed a âNomination, Remuneration and Evaluation Policyâ on directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. Your Directors ensures that the Company follows a Policy âRemuneration of Directors and Senior Management Employeesâ. The main objective of the said policy is to ensure that the l evel and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees.

The policy of the Company on Directorâs appointment and remuneration is uploaded on to the Companyâs website and the same is available at www.kimiabiosciences.com at the following path: https://www.kimiabiosciences.com/wp-content/uploa ds/2020/10/1567424605Nomination-and-Remuneration-Policy.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Securities Transfer & Stakeholders Relationship Committee considers and oversees resolution of grievances of security holders and investors of the Company.

During the year, the Committee met Three (3) times on 28.05.2025, 08.11.2024 and 24.02.2025. The Company effectuated all requests for transfer of shares, consolidation and issue of duplicate share certificate, within prescribed time limits.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Vipul Goel	Member	Non- Executive Director

The Company Secretary is a Secretary of the Committee.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

In compliance with the provisions of Section 177(9) & (10) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of Listing Regulations, Company formulated a vigil Mechanism for Directors and employees to report concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action thereon.

The Whistleblower policy has been hosted on Companyâs website viz. www.kimiabiosciences.com.

During the year under review, the status of the concerns or complaints reported stands as follows.

No. of concerns or complaints outstanding as at April 1, 2024	Nil
No. of concerns or complaints received during the year	2
No. of concerns or complaints resolved during the year	2
No. of concerns or complaints outstanding as at March 31, 2025	Nil

RISK MANAGEMENT POLICY

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviewed the same periodically. The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Companyâs Management systems, organizational structures, processes, standards, code of conduct and behaviors togetherform the Risk Management System of the Company and are managed accordingly.

The common risks faced by the Company include Raw Material Procurement Risk, Environment & Safety Risk, Market Risk, Technology risk, Business Operational Risk, Reputation Risk, Regulatory & Compliance Risk, Human Resource Risk Working Capital and Business continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately.

BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out annual evaluation of its own performance, that of its Committees and individual directors.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS-

The Independent Directors of the Company have been updated with their roles, rights and responsibilities in the company to enable them to familiarize with Companyâs procedures and practices.

The Company endeavors to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having significant impact on the operations of company and the Pharmaceutical Industry as a whole.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company during the year were on armâs length basis and in the ordinary course of business. Summarized particulars of contracts or arrangements entered into by the company with related parties are disclosed in Notes to Financial Statements for the year.

- invmitii f o< i uviny

All related party transactions were placed before the Audit committee and thus been reviewed and approved by the board of Directors. The policy on Related Party Transactions, as approved by the Board of Directors has been uploaded on the website of the Company www.kimiabiosciences.com.

The particulars of contracts or arrangements with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and is in Annexure-VIII to this Report.

DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) That in preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) That the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2025 and the profits of the Company for the year under review;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts for the year ended March 31, 2025, have been prepared on a âgoing concern basis.â

e) That proper internal financial control was in place and that such internal financial controls are adequate and were operating effectively.

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D set ups & corporate office during the year under review.

The Policies on Code of Conduct and Prevention of Workplace Harassment is displayed on companyâs website viz. www.kimiabiosciences.com. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. Your 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.

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

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A) CONSERVA 1 ION OF ENERGY-
(i) the steps taken or impact on conservation of energy	Kimia Biosciences limited recognises energy as the most precious resource and has been the
(ii) the steps taken by the company for utilizing alternate

sources of energy

precursor of the Indian Pharmaceutical Industry in energy conservation efforts. Following are the major energy conservation efforts implemented by the company in FY 2024-25:

1. Replacement of DG sets to increase the efficiency

2. Replaced conventional equipment by latest one for energy saving

3. Power factor improved by installation of New capacitor and maintained the factor around 0.99.

4. All chiller lines insulated for prevention of energy losses.

5. New efficient vacuum pumps replaced with old pumps for power saving .

6. Retrofitting of MCC panel for minimization of friction and Energy losses.

7. New Boiler system installed with High efficiency

8. Heat losses arrested by implementation of insulation all around the plant

9. Optimization of Solvent Recovery Plant by modification of Steam supply line

10. Primary, secondary and Tertiary condensers installation on reactors to optimize and maximize the solvent recovery

(in) the capital investment on energy conservation equipment

(B) IECHNOLOGY ABSORPIION-
(i) the efforts made towards technology absorption	1 he Company is engaged in the process of updating latest Technology (ies). Processes developed for APIs: Key raw materials made InHouse: Processes developed for APIs: Brivaracetam Anticonvulsant Dapagliflozin propane diol anti-diabetic Delafloxacin meglumin Antibiotic Rivaroxaban Anticoagulant Bilastine antihistamine Apixaban Anti- coagulant Benfotiamine Vitamin- B1 Citocoline Sodium Central stimulant Teneligliptin HBr Anti- diabetic Sitagliptin phosphate Anti- diabetic Monohydrate Obeticholic Acid Gastrointestinal Agent Fimasartan Anti-Hypertensive Trihydrate Potassium Cost Improvements: Benidipine HCl calcium channel blocker Vildagliptin anti-diabetic Luliconazole Antifungal Bempedoic Acid Hypercholesterolemia Bilastine Antihistamine Citicoline Sodium Central stimulant Gliclazide Anti- Diabetic Key raw materials made In-House: INB-Acetoacetate (Azelnidipine) OBI-6-Ene acid (Obeticholic acid) Prucalopride KSM-2 (Prucalopride)
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

_trem.sw of -c i be no_

Bilastine KSM [Bil oxo] Bilastine Fima KSM [PYRIMIDINE AMIDE] Fimasartan

Glycidyl phthalimide (Rivaroxaban)

TPI-BOC (Tenligliptin) , 3-Hydroxy acetophenone [Lab]

(Phenylephrine), Ethyl 2-Aminothiazole-4-carboxylate (Acotiamide)

(iv) the expenditure incurred on Research and Development

Revenue Expenditure

262.66 (In Lakhs)

Capital Expenditure

235.65 (In Lakhs)

The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:

Foreign Exchange Earnings & Outgo	Current Year (2024 25)	Previous Year (2023-24)
Inflow	NIL	14,69,877.10 USD
Outflow	NIL	9785,55925~AEn
		12,15,302.21 USD

HUMAN RESOURCES

Your Company firmly believes that human resources are invaluable assets of the Company. Over the time, the Company has changed to adapt and evolve with the changing economic landscape, while keeping its core valuefirmly entrenched. The Human Resource Department of the organization has strategic and functional responsibilities for all of the Human Resource disciplines in the changing scenario.

On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on Board and General Meetings. The Company has complied with all the applicable provisions of the Secretarial Standards (SS-1 and SS-2).

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. However, the Board has duly constituted CSR Committee to recommend and formulation of policy and action plan of the CSR spending.. Details pertaining to CSR Policy and composition of CSR Committee can be accessed from the Companyâs website www.kimiabiosciences.com.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Executive Director
Mr. Sameer Goel	Member	Independent Director
Mr. Vipul Goel	Member	Non-Executive Director

PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) &(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of

the Company forms part of this report as Annexure-IV-A DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company. The copy of Code of Conduct as applicable to the Directors (including Senior Management of the Company) is uploaded on the website of the Company www.kimiabiosciences.com.

The Managing Director of the Company has issued a Declaration that the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management. The Declaration is appended to this Report at the end of Management Discussion and Analysis Report as Annexure III.

CEO CERTIFICATION

In accordance with the Regulation 17 (8) read with Part B of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms. The said Certificate has been signed by the CEO of the Company. The said certificate forms an integral part of this Annual Report as Annexure III. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

MEMBERSHIP IN ASSOCIATIONS

The Company is a member of various forums and associations for actively participating in addressing global environmental concerns in continuation with our journey like previous years.

The list of associations in which Company has membership is mentioned below:

S.no.	Name of Association
1	Pharmaceutical Export Promotion Council of India (PHARMCIL)
2	Haryana Enviromental Management Society (HEMS)
3	Confederation of Indian Industry (CII)
4	Delhi Chamber of Commerce (DCC)
5	Federation of Pharma Entrepreneurs (FOPE)

CODE FOR PREVENTION OF INSIDER TRADING

The Company has instituted a comprehensive Code of Conduct for Prevention of Insider Trading, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Further a Code of Fair Disclosure and Prevention of Insider Trading Code under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 have been adopted and displayed on the website of the Company www.kimiabioscences.com.

These Codes lay down guidelines vide which it advises the designated employees and connected people on procedures to be followed and disclosures to be made, while dealing with the shares of the Company and caution them of the consequences of violations.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In compliance with Regulation 34(3) read with Schedule V(B) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis, forms part of this report as Annexure-I.

_AUDIT AND AUDITORâS OUTLOOK

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In terms of Section 139 of Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014 M/s Singhi & Co, Chartered accountant firm (FRN 302049E) were appointed in 29th Annual General Meeting by the company for a period of 5 years.

However, during the year, M/s Singhi & Co., Chartered Accountants (FRN 302049E) resigned due to some personal reasons. Due to their resignation, M/s Neeraj Arora and Associates (FRN: 021309) was appointed under Casual Vacancy to conduct the Audit for the Financial Year 2024-25 and to hold office till the conclusion of 32^nd Annual General Meeting of the Company.

Now, M/s Neeraj Arora & Associates will be appointed for the period of 5 years, i.e, from Financial Year 2025-26 to Financial Year 2029-30 subject to the approval of the members in the ensuing 32^nd Annual General Meeting of the Company.

The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March 31,2025, is enclosed with this report, which is self-explanatory and do not call for any further comments. There is no qualified opinion in the Audit Report.

Further, during the year, the Auditorsâ has not reported any fraud u/s 143(12) of the Companies Act, 2013 and rules made there under.

INTERNAL AUDITOR

Apart from in-house Internal Audit function, to strengthen and maintain transparency, the Company had also appointed M/s. M/s Gosh Khanna & Co. LLP, Chartered Accountants, (FRN No.003366N), as Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013, to examine the effectiveness of internal control system.

Internal auditor is appointed to ensure, monitor and evaluate the efficacy and adequacy of the internal control system of the Company, its compliance with applicable laws/regulations, accounting procedures and policies. Based on the reports of the Internal Auditors, corrective actions will be undertaken, thereby strengthening the controls. Significant audit observations and action plans were presented to the Audit Committee of the Board on a quarterly basis.

SECRETARIAL AUDITORâS REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under and upon receiving recommendation from Nomination & Remuneration committee, the Board of Directors has appointed M/s. Surbhi Bansal & Associates, Practicing Company Secretaries, New Delhi as Secretarial Auditors of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 was considered and approved in the Board Meeting held on August 29, 2025.

The report of the Secretarial Auditors for the year ended March 31, 2025 is enclosed as Annexure-II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which need any explanation or comment of the Board.

COST AUDITORS

The Board of Directors on the recommendation of the Audit Committee, appointed M/s. Mahesh Singh & Co, Cost Accountants (FRN: 100441), as the Cost Auditors of the Company for the Financial Year 2024-25 under Section 148 of the Companies Act, 2013.

M/s Mahesh Singh & Co, Cost Accountants (FRN:100441), have confirmed that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

The Company has also maintained relevant cost accounts and records as specified under Section 148(1) of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking membersâ ratification for the remuneration payable to M/s. Mahesh Singh & Co, Cost Accountants, is included

in the notice convening the 29^th Annual General Meeting.

MATERIAL CHANGES AND COMMITM ENT

There are no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (âthe Actâ,) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company is available on the website under âInvestor Relationsâ section of the company website i.e. www.kimiabiosciences.com. Investor Relationsâ section of the company website i.e. www.kimiabiosciences.com. and the same can be assessed at the given link https://www.kimiabiosciences. com/wp-content/uploads/2021/09/Draft-Annual-Return-2024-25.pdf

ACKNOWLEDGEM ENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.

Your Company has been able to operate efficiently during the year financial year because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companyâs resources for sustainable and profitable growth. To them goes the credit for all of the Companyâs achievements.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

Mar 31, 2024

The Directors have the pleasure of presenting the Thirtieth One (31^th) Annual Report together with the Audited Financial Statement and Auditor''s Report of your Company for the year ended 31^st March 2024.

FINANCIAL OUTLOOKFINANCIAL HIGHLIGHTS

(Rupees in Lakhs)
Particulars		Year ended March 31, 2024		Year ended March 31, 2023
Net Sales/ Income from operation		10487.65		12851.60
Total Income		10651.83		12972.91
Expenses		11370.20		14106.92
Lossbefore Tax		(718.37)		(1238.81)
Less: Tax Expenses		(187.50)		(303.59)
Loss After Tax		(530.87)		(935.22)
Other comprehensive income for the year		17.69		(7.33)
Total Comprehensive income for the year		(513.18)		(942.55)
Earnings per Share (Basic)		(1.12)		(1.98)
Earnings per Share (Diluted)		(1.12)		(1.98)

CHANGE IN ACCOUNTING TREATMENT
There has been no change in the accounting policies during the period under review.
SHARE CAPITAL
The Share Capital structure of the company is as follows: i. Authorized share capital
	Particulars		Amount (Rs.)
	Equity Shares 7,73,31,680 of face value of Re. 1/- each		7,73,31,680
	Compulsory Convertible Preference Share 65,18,320 of Re. 1/-each		65,18,320
	0.1% Redeemable Non-Convertible Cumulative Preference Share 80,00,000 of Rs. 10/-each		80,000,000
	Total Authorized Share Capital		163,850,000
	Particulars		Amount (Rs.)
	4,73,12,741 Equity Shares of Re. 1/- each		4,73,12,741
	80,00,000 , 0.1% Redeemable Non-Convertible Cumulative Preference Share of Rs. 10/-each		80,000,000
	Total Paid-up Share Capital		12,73,12,741

Issued, Subscribed and Paid-up Share capital

1. As at the end of the financial year, the issued, subscribed paid-up share capital remains as above.

2. Each preference share holder is eligible for equal amount of dividend, in case dividend is declared by the company on other class

of shares. Preference shares shall rank senior to all present and future preference shares and/or equity shares issued by the Company. 40,00,000 Preference shares shall be redeemed at the option of the Company, at any time within a period not exceeding ten years from the date of allotment on 17.05.2016 and 40,00,000 Preference shares shall be redeemed at the option of the Company, at any time within a period not exceeding ten years from the date of allotment on 07.10.2019 under the provisions of the Companies Act, 2013 and Rules made thereunder.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

During the period under review company has no subsidiary, holding or Associate company.

DIVIDEND

The Company has incurred losses during the financial year of Rs. 530.87/ (in lakhs).

Hence, the Directors of the Company didn''t recommend any dividend during the financial year under review.

Further, there were no amounts of unclaimed dividends to be transferred to the Investor Education & Protection Fund (IEPF) as per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

TRANSFER TO RESERVES

The Company has incurred losses during the financial year of Rs. 530.87/ (in lakhs). Hence, no amount has been transferred or proposed to be transferred to any other reserves.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as of the date of the balance sheet.

LOANS, GUARANTEES AND INVESTMENTS

In compliance with provisions of Section 134 (3) (g) of the Act, particulars of loans, guarantees, investments, and securities given under Section 186 of the Act are given in the notes to the Financial Statements forming part of this Annual Report.

BUSINESS OUTLOOKSTATE OF COMPANY''S AFFAIRS

The company has achieved a turnover of Rs. 10651.83 Lakhs during the financial year.

The Company has been consistently practicing prudent finance and working capital management. The strong focus on working capital and liquidity management has helped the timely generation of sufficient internal cash flow to invest in the long-term strategic objectives of the Company.

The Company has revamped its Plant in accordance with Good Manufacturing Practice (GMP) Standards for pharmaceutical productions in the past & got certification from the State FDA, Haryana, and continuously upgraded it to meet the international regulatory requirements.

â¢ Relevance of such license to the listed entity- The Company shall initiate the process of manufacturing final product bulk drugs - Active Pharmaceutical Ingredients (APIs) and can market its products overseas markets covering WHO certifications.

â¢ The Company has Research & Development (R&D) at its plant located at Village Bhondsi, Tehsil Sohna, Distt,

Gurgaon, Haryana-122102 and also have started R&D Facility in Hyderabad.

The Company has planned capital expenditure to the tune of approx 15-20 Crores during Financial Year 2024-25 for providing and upgrading facilities such as new equipment, Clean rooms (Powder processing units), separate quality, and upgrading of utilities to meet with enhanced manufacturing. The ongoing expenditure is to aim at achieving the vision of the company for enhancement of capacities and expand the export market globally.

The Company has recently inaugurated a new office in Mumbai, Maharashtra.

CHANGE IN NATURE OF BUSINESS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS No significant and material orders were passed during the period under review.

GOVERNANCE OUTLOOK CORPORATE GOVERNANCE

The Company''s philosophy on Corporate Governance aims to ensure establishment and practicing a sound system of good corporate governance which will not only meet the Company''s objectives but will render assistance to the management in managing the company''s business in an ethical, compliant, efficient and transparent manner for achieving the corporate objectives so as to provide services to the utmost satisfaction of the customer and to conduct business in a manner which adds value to the Company''s brand and all its stakeholders like shareholders, employees, customers, suppliers, vendors etc. The Corporate Governance report as per Schedule V of SEBI (listing obligations and Disclosure Requirements) 2015 is annexed as Annexure-VII.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of the business of the Company. Your Company continuously invests in strengthening the internal control processes and systems. The internal control process and systems provide a reasonable assurance in respect to providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, processes, and standards have been put in place covering all activities.

DEPOSITORY SYSTEM

The ISIN of the Equity Shares is INE285U01025.

LISTING

The Equity Shares of your Company are listed on BSE Limited having Scrip Code 530313.

The Company has timely paid the Annual Listing Fees to BSE Limited for the financial year ended on 31^st March 2024.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the Directorship of the Company took place. After the closure of the financial year 2023-24, Ms. Mita Namonath Jha resigned as a Non-Executive Non-Independent Director of the Company on 01.04.2024

The Composition of the Board of Directors is as follows:

S.NO.	NAME OF DIRECTOR		DESIGNATION		DIN
1	Vipul Goel		Director (Non-Executive)		00064274
2	Sameer Goel		Managing Director		00161786
3	Jagdeep Dhawan		Independent Director		00778235
4	Richa Gupta		Independent Director		07481646
There were some changes that took place in the Key Managerial personnel of the Company during the year under review:-
S.NO.	NAME OF KMP	DESIGNATION		APPOINTMENT/RESIGNATION		DATE
1	Lakshay Prakash	Chief Financial Officer		Resignation		07.09.2023
2	Rakesh Chetani	Chief Financial Officer		Appointment		07.09.2023

*Mr. Lakshay Prakash has resigned from the office of Company Secretary & Compliance Officer on 12^th August, 2024.

The Board of Directors (âBoardâ) comprises an optimum number of Executive, Non-Executive, and Independent Directors as required under applicable legislation. As of the date of this Report, the Board consists of four (4) Directors comprising of one (1) Executive Managing Director one (1) Non-Executive Director, and two (2) Independent Directors including one (1) Independent Woman Director as required under Section 149 of the Companies Act, 2013 & rules made thereunder and Regulation 17 of the Listing Regulations.

BOARD MEETINGS

During the year, Fifteen (15) Board Meetings were held on 16.05.2022, 30.05.2022, 04.06.2022, 23.06.2022, 15.07.2022, 21.07.2022, 12.08.2022, 17.08.2022, 05.09.2022, 30.09.2022, 14.11.2022, 02.01.2022, 10.02.2023, 14.02.2023, and 28.03.2023.

Name of Director	Designation/ Category	Number of other directorship held	Number of other Board Committees of which member/ chairperson	Number of Board Meetings held during the tenure	Board Meetings attended	Attendance at the last AGM
Mr. Sameer Goel	Chairman & Managing Director & Chief Executive Officer	5	NIL	15	15	Yes
Mr.Jagdeep Dhawan	Independent Director	2	NIL	15	15	Yes
Mrs. Richa Gupta	Independent Director	NIL	NIL	15	8	Yes
Mr. Vipul Goel	Director	5	NIL	15	15	Yes

DECLARATION OF INDEPENDENCE

COMMITTEES OF BOARDAUDIT COMMITTEE

The constitution of the Committee is in compliancewith the provisions of Section 177 of the Companies Act, 2013. During the year under review, Four (4) meetings of the Audit Committee were held on 30.05.2022, 12.08.2022, 14.11.2022 and 13.02.2023.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Sameer Goel	Member	Managing Director & CEO

The Chairman of the Committee attended the last AGM of the Company. The Company Secretary acted as the Secretary to the Committee. The Statutory Auditors, Internal Auditors, Secretarial Auditors and other related functional executives of the Company also attended the meeting when required. Further, the Board has accepted all the recommendation of Audit Committee during the period.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors other than Independent Directors. During the year under review, seven meetings of the Committee were held on 01.04.2022, 28.04.2022, 16.05.2022, 30.05.2022, 04.06.2022, 05.09.2022 and 10.02.2023.

The composition of the Committee is given below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Vipul Goel	Member	Director

The Company Secretary is the Secretary of the Committee.

NOMINATION AND REMUNERATION POLICY

In compliance with Section 178(3) of the Act, the Board framed a âNomination, Remuneration, and Evaluation Policyâ on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, and independence of a director. Your Directors ensures that the Company follows a Policy on Remuneration of Directors and Senior Management Employees. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain, and motivate the Directors, KMP, and Senior Management employees.

The policy of the Company on Director''s appointment and remuneration is uploaded onto the Company''s website and the same is available at www.kimiabiosciences.com at the following path:

https://www.kimiabiosciences.com/wp-content/uploads/2020/10/1567424605 Nomination-and-Remuneration-Policy.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Securities T ransfer & Stakeholders Relationship Committee considers and oversees resolution of grievances of security holders and investors of the Company.

During the year, the Committee met Eight (8) times on 15.06.2022, 23.06.2022, 02.07.2022, 21.07.2022, 28.07.2022, 14.02.2023, 15.02.2023 and 29.03.2023. Company effectuated all requests for transfer of shares, consolidation and issue of duplicate share certificate, within prescribed time limits.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Vipul Goel	Member	Non Executive Director
The Company Secretary is a Secretary of the Commitee.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Whistleblower policy has been hosted on Company''s website viz. https://www.kimiabiosciences.com/wp-content/uploads/2023/03/ Whistleblower-Policy.pdf.

RISK MANAGEMENT POLICY

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviewed the same periodically. The Company recognizes that risk is an integral and unavoidable component of business and hence is com- mitted to managing the risk in a proactive and effective manner. The Company''s Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly.

and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

CEO/CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms. The said Certificate has been signed by the CEO of the Company along with the CFO. The said certificate forms an integral part of this Annual Report as Annexure III. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of its Committees and individual directors.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Independent Directors of the Company have been updated with their roles, rights and responsibilities in the company to enable them to familiarize with Company''s procedures and practices.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The copy of the Code of Conduct as applicable to the Directors (including Senior Management of the Company) is uploaded on the website of the Company https://www.kimiabiosciences.com/wp-content/uploads/2023/03/Code-of-Conduct-for-Board-Members-and-Senior-Personnel.pdf.

The Managing Director of the Company has issued a Declaration that the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management. The Declaration is appended to this Report at the end of the Management Discussion and Analysis Report as Annexure IV.

PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report as Annexure-V.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company during the year were on arm''s length basis and in the ordinary course of business. Summarized particulars of contracts or arrangements entered into by the company with related parties are disclosed in Notes to Financial Statements for the year.

All related party transactions were placed before the Audit committee and that been reviewed and approved by the board of Directors. The policy on Related Party T ransactions, as approved by the Board of Directors has been uploaded on the website of the Company https://www.kimiabiosciences.com/wp-content/uploads/2023/03/Policy_RTP.pdf.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a) That in preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2024 and the loss of the Company for the year under review;

d) That the annual accounts for the year ended March 31, 2024, have been prepared on a ''going concern basis.''

e) That proper internal financial control was in place and that such internal financial controls were adequate and were operating effectively.

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND RE-DRESSAL) ACT, 2013

The Policies on Code of Conduct and Prevention of Workplace Harassment is displayed on company''s website viz. www.kimiabio-sciences.com. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. Your 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.

The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:
Foreign Exchange Earnings & Outgo	Current Year	Previous Year
	(2023-24)	(2022-23)
Inflow	14,69,877.10USD	30,07,789 USD
Infow	9,85559.25 AED
Outflow	12,15,302.21 USD	29,47,868 USD

HUMAN RESOURCES

Your Company firmly believes that human resources are invaluable assets of the Company. Over the time, the Company has changed to adapt and evolve with the changing economic landscape, while keeping its core value firmly entrenched. The Human Resource Department of the organization has strategic and functional responsibilities for all of the Human Resource disciplines in the changing scenario.

On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year. COMPLIANCE WITH SECRETARIAL STANDARDS

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 are applicable to the Company. The Annual Report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-X to this Report. Details pertaining to CSR Policy and composition of CSR Committee can be accessed from the Company''s website https://www.kimiabiosciences.com/wp-content/uploads/2022/09/CSR-Policy-Kimia-V2.pdf.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mr. Sameer Goel	Member	Managing Director & CEO
Mr. Vipul Goel	Member	Non Executive Director

MEMBERSHIP IN ASSOCIATIONS

The Company is a member of various forums and associations for actively participating in addressing global environmental concerns in continuation with our journey like previous years.

The list of associations in which Company has membership is mentioned below:

S.no.	Name of Association
1	Pharmaceutical Export Promotion Council of India (PHARMCIL)
2	Haryana Enviromental Management Society (HEMS)
3	Confederation of Indian Industry (CII)
4	Delhi Chamber of Commerce (DCC)
5	Federation of Pharma Entrepreneurs (FOPE)

CODE FOR PREVENTION OF INSIDER TRADING

The Company has instituted a comprehensive Code of Conduct for Prevention of Insider T rading, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Further a Code of Fair Disclosure and Prevention of Insider Trading Code under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 have been adopted and displayed on the website of the Company www.kimiabioscences.com.

AUDIT AND AUDITOR''S OUTLOOKSTATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In terms of Section 139 of Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014 M/s Singhi & Co,

Chartered accountant firm (FRN 302049E) were appointed in 29^th Annual General Meeting by the company for a period of 5 years subject to approval of shareholders.

M/s Singhi & Co, however due to

The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March 31, 2024, is enclosed with this report, which is self-explanatory and do not call for any further comments. There is no qualified opinion in the Audit Report.

Further, during the year, the Auditors has not reported any fraud u/s 143(12) of the Companies Act, 2013 and rules made there under.

INTERNAL AUDITOR

Apart from the in-house Internal Audit function, to strengthen and maintain transparency, the Company has also re-appointed M/s. JKVS & Co., Chartered Accountants, (FRN No. 318086E), as Internal Auditors of the Company in the Board meeting held on 14.08.2024 in accordance with Section 138 of the Companies Act, 2013, to examine the effectiveness of internal control system.

SECRETARIAL AUDITOR''S REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under and upon receiving recommendation from Nomination & Remuneration committee, M/s. Rahul Chaudhary & Associates, Practicing Company Secretaries, New Delhi has been reappointed as Secretarial Auditors of the Company for the financial year 2024-25 in the Board meeting held on 14.08.2024.

The report of the Secretarial Auditors for the year ended March 31, 2024 is enclosed as Annexure-II to this report.

As to other, the report is self-explanatory and do not call for any further comments.

COST AUDITORS

The Board of Directors on the recommendation of the Audit Committee, re- appointed M/s. Mahesh Singh & Co,

Cost Accountants (FRN: 100441), as the Cost Auditors of the Company for the Financial Year 2024-25 in the Board meeting held on 14.08.2024 under Section 148 of the Companies Act, 2013.

M/s Mahesh Singh & Co, Cost Accountants (FRN:100441), have confirmed that their appointment is within the limits of Section 141(3)

(g) of the Companies Act, 2013 and have also certified that they are free from any

Disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

The Company has also maintained relevant cost accounts and records as specified under Section 148(1) of the Companies Act,

2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s.Mahesh Singh & Co, Cost Accountants, is included in the notice convening the 31^th Annual General Meeting.

MATERIAL CHANGES AND COMMITMENT

1. The Company has received a written confirmation for active substances imported into European Union for medical products for human use, in accordance with Article 46b(2)(b) of Directives 2001/83/EC, from Government of India, Ministry of Health & Family welfare, Central Drugs Standards. The Company has received the written confirmation for nine products.

2. The Company has received DMF approval of Fimasartan Potassium Trihydrate, Active Pharmaceutical Ingredients (API) from Korea.

3. Except as mentioned above, there are no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (âthe Act'') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company is available on the website under

''Investor Relations'' section of the company website i.e. www.kimiabiosciences.com.

PENALTIES IMPOSED DURING THE YEAR

There was no penalty imposed on the Company during the financial year 2023-24.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently during the year financial year because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Company''s resources for sustainable and profitable growth. To them goes the credit for all of the Company''s achievements.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

Mar 31, 2018

The Shareholders,

The Directors have the pleasure of presenting the Twenty Fifth (25th) Annual Report of your Company together with the Audited Financial Statement for the year ended 31st March, 2018.

FINANCIAL SUMMARY

(Rs. In lacs)

	Year Ended	Year Ended
	March 31, 2018	March 31, 2017
Net Sales/ Income from operation	5886.55	146.0
Other Income	21.35	59.18
Total Income	5907.91	205.18
Cost of Raw Material Consumed	5144.81	0.00
Employee Benefit Expense	423.99	83.13
Other expenses	450.55	125.56
Depreciation	57.39	34.75
Finance Charges	19.93	26.90
Change in Inventory/ Stock in trade	-594.40	0.00
Purchases of Stock -in -Trade	-	35.40
Total Expenditure	5502.27	305.74
Profit/ (Loss) for the year (A)	405.63	(92.95)
Other comprehensive income for the year(B)	(132)	(130)
Total Comprehensive income for the year(A=B)	404.31	(94.25)
Earnings per Share (Basic)	5.49	(1.26)
Earnings per Share (Diluted)	5.43	(1.26)

STATE OF COMPANY''S AFFAIRS

The Company has been consistently practising prudent finance and working capital management. The strong focus on working capital and liquidity management has helped timely generation of sufficient internal cash flow to invest in long term strategic objectives of the Company.

Company has upgraded its Plant in accordance with Good Manufacturing Practice (GMP) Standards for pharmaceutical productions and has received GMP certificate dated 25-07-2017 valid upto 06-04-2022, from the office of State Drugs Controller, Haryana, Food and Drugs Administration, Haryana, Panchkula.

The Company has obtained Manufacturing License from State Drugs Controller-cum-Licensing Authority, Food and Drugs Administration, Haryana on 07-04-2017, in order to manufacture final product Bulk Drugs - Active Pharmaceutical Ingredients (APIs).

- Brief details of the license obtained- Grant of Manufacturing License on Form 25 and 28 for manufacturing of Biological and Non- Biological Drugs.

- Relevance of such license to the listed entity- The Company shall initiate the process of manufacturing final product bulk drugs - Active Pharmaceutical Ingredients (APIs);

- Period for which such license is valid- 5 years i.e. upto 06-04-2022.

Company has Research & Development (R&D) at its plant located at Village Bhondsi, Tehsil Sohna, Distt. Gurgaon, Haryana-122102.

CAPITAL

There has been no change in the Share Capital of the Company. Paid-up Share Capital of the Company stood at 11,38,50,000/-, comprising of 73,85,000 Equity Shares of Rs 10/- each and 40,00,000 Preference Shares of Rs 10/- each. The said RNCPS are not listed on any Stock Exchange.

During the year, the Company has issued 26,20,000 (Twenty Six Lakhs and Twenty Thousand) Fully Convertible Warrants ("Warrants") having Face Value of Rs. 10/- each, for cash at an issue price of Rs. 30/- (Rupees Thirty Only) per Warrant (including a premium of Rs. 20/- per Warrant) ("Warrant Issue Price"), to the persons belonging to the Promoter and Non- Promoter Category ("Proposed Warrant Allottees"), each convertible into, or exchangeable for, at an option of the Proposed Warrant Allottee, upon the Scheme of arrangement becoming effective and subject to a maximum tenure of eighteen months from the date of their allotment, in one or more tranches, Ten Equity Shares of face value of Re.1/- (Rupee One only) each on such terms and conditions as may be determined by the Board. After conversion in to equity capital and capital of Company will be increased by Rs. 7,86,00,000, consisting of 18,00,000 warrant @ Rs. 30 each to promoter group and 8,20,000 warrant @ Rs. 30 each to public category.

SCHEME OF ARRANGEMENT WITH KIMIA BIOSCIENCES LIMITED

Board of Directors of the Company approved the Scheme of Arrangement for Amalgamation of the Company with M/s Kimia Biosciences Limited ("Kimia") in meeting held on August 02, 2016. ''Kimia is engaged in the business of manufacturing of pharmaceutical products specifically bulk drugs, having facilities at Derabassi, Punjab, Bhiwadi, and R&D unit at the plant located in Gurgaon.'' Company received ''No Adverse Observation'' dated January 23, 2017 from Bombay Stock Exchange and filed first motion petition to National Company Law Tribunal (NCLT), Chandigarh.

During the year under review, meetings of shareholders and creditors were duly convened on November 26, 2017 at the registered office of the Company, pursuant to NCLT Judgement dated 11-10-2017 which was delivered on September 26, 2017.

Company also filed second motion petition to National Company Law Tribunal (NCLT), Chandigarh for further proceedings and attended hearings during the year w.r.t the proposed scheme of arrangement for amalgamation of Kimia Biosciences Ltd (Transferor Company) with Laurel Organics Ltd (Transferee Company) with appointed date April 01, 2016 pursuant to section 391 - 394 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified). It shall also be deemed to be the approval under section 100 to 105 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified) for reduction and cancellation of shares of the Company.

Board is pleased to inform that the scheme of arrangements of Kimia Biosciences Ltd. with Laurel Organics Limited has been approved by the honourable NCLT chandigarh vide its order date 21.08.2018. However the copy of the formal order has yet not been received by the company. The company will implement the scheme in due course.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

The Company does not have any Subsidiary. Kimia Biosciences Limited is the Holding Company having 37,28,100 Equity Shares (50.48%) of Rs. 10/- each of the Company and is covered under the category of ''Promoter and Promoter Group'' of the Company.

DIVIDEND

Your Company does not recommend Dividend in view of inadequate profits during the year.

Further, there were no amounts of unclaimed dividend to be transferred to Investor Education & Protection Fund (IEPF) as per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

TRANSFER TO GENERAL RESERVES

During the Financial Year ended on March 31, 2018, the Company has not transferred any amount to the General Reserves.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

LOANS, GUARANTEES AND INVESTMENTS

In compliance with provisions of Section 134(3)(g) of the Act, particulars of loans, guarantees, investments and securities given under Section 186 of the Act are given in the notes to the Financial Statements forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), the Equity Capital of the Company Rs. 7,38,50,000 (Rupees Seven Crores Thirty Eight Lacs and Fifty Thousand only) and the Net worth of the Company does not exceed Rs. 25 crores as on March 31, 2018. Thus, Company is not required to submit the Corporate Governance Report.

Management Discussion and Analysis- In compliance with Regulation 34(3) read with Schedule V(B) of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis, forms part of this report as Annexure-I.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (''the Act'') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT-9 is annexed as Annexure-II.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the 24th Annual General Meeting held on 28th September, 2017, M/s. Singhi & Co., Chartered Accountants, New Delhi (FRN 302049E) had been appointed as Statutory Auditors of the Company for a period of five (5) years in place of retiring auditors M/s A. K. Jalan & Associates, Chartered Accountants, (Registration No. 500107N), to hold the office from the conclusion of 24th Annual General Meeting (AGM) until the conclusion of 29th Annual General Meeting subject to ratification at every Annual General Meeting in line with the recommendation of Audit Committee.

However, pursuant to the amendment of Section 139 of the Companies Act, 2013 effective from 7th May, 2018, the requirement related to ratification of appointment of Statutory Auditors by the members of the Company at every AGM is omitted. Therefore, it is proposed to have ratification, of appointment of Statutory Auditors, done by the members for the entire unexpired period.

The report of the Statutory Auditors along with Notes on Standalone Financial Statements for the year ended March 31, 2017 is enclosed with this report, which is self explanatory and do not call for any further comments. There is no qualified opinion in Audit Report.

Further, during the year, the Auditors'' has not reported any fraud u/s 143(12) of the Companies Act, 2013 and rules made there under.

INTERNAL AUDITOR

M/s. Jitendra K Agarwal & Associates, Chartered Accountants, (FRN No. 318086E), are the Internal Auditors of the Company for the Financial Year 2017-18

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. VLA & Associates, Practicing Company Secretaries, New Delhi has been appointed as Secretarial Auditors of the Company for the financial year 2017-18.

The report of the Secretarial Auditors for the year ended March 31, 2018 is enclosed as Annexure-III to this report. The report is self-explanatory and do not call for any further comments.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company continuously invests in strengthening the internal control processes and systems. The internal control process and systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.

The processes and financial activities are subjected to independent audits by internal as well as statutory auditors. Implementations of recommendations from various audit reports are regularly monitored by the senior management. Internal and statutory audit reports and findings, including comments by the management, if any, are periodically placed before the Audit Committee of the Board of Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134 (3)(C) read with Section 134 (5) of the Companies Act, 2013, your Directors confirm:

(a) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profits/ losses of the company for that period;

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

(d) that the annual financial statements have been prepared on a going concern basis;

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

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

RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company during the year were on arm''s length basis and in the ordinary course of business. During the year, no transaction was entered into by the company with its Key Managerial Personnel. The details of all transactions with related parties are placed before the Audit Committee periodically, with justification wherever required.

No material transaction has been entered into by the Company with related parties that may have a potential conflict with interest of the Company. The details of related party transactions have been given in Financial Statements.

In compliance with Regulation 46(2)(g) of the Listing Regulations, the policy on dealing with Related Party Transactions as approved by the Board has been hosted on the Company''s website http://laurel.co.in/docs/ Related-Party-Policy.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act (''Act''), Mr. Sachin Goel, Director of the Company, retires by rotation at the forthcoming Annual General Meeting (AGM) and is eligible for re-appointment.

During the year under review, there has been no change in the composition of Board. Mr. Jagdeep Dhawan and Mrs. Richa Gupta, Independent Directors of the Company have given declarations that they meet the criteria of independence prescribed by Section 149(6) of the Act in compliance with the provisions of Section 149(7) of the Act.

Mr. Raman Kumar Thakur, Chief Financial Officer (CFO) served resignation on 04th April, 2017 and subsequently Mr. Sanjay Gupta was appointed in the Company as Chief Financial Officer (CFO) on 29th September, 2017 under the provisions of Section 203 of the Act. Ms. Pratibha Anand continues to be the Company Secretary and Compliance Officer of the Company.

During the year, Nine Board Meetings were held on May 30, 2017, August 10, 2017, August 23, 2017, September 29, 2017, December 05, 2017, December 21, 2017, February 09, 2018, February 15, 2018 and March 12, 2018.

The Board of Directors ("Board") comprises of optimum number of Executive, Non-Executive, and Independent Directors as required under applicable legislations. As on date of this Report, the Board consists of four (4) Directors comprising one (1) Managing Director and one (1) Non-Executive Director. There are two (2) Independent Directors in the Company including one (1) Independent Woman Director as required under Section 149 of the Companies Act, 2013 & rules made thereunder and Regulation 17 of the Listing Regulations.

Details of the composition of the Board, the Board meetings held during the year, attendance of Directors at Board meetings and other related matters are as under:

Name of Director	Designation/ Category	Number of other directorship held	Number of other Board Committees of which member/ chairperson	Number of Board Meetings held during the tenure	Board Meetings attended	Attendance at the last AGM
Mr. Sameer Goel	Chairman, Managing Director/ED	8	NIL	9	9	Yes
Mr. Sachin Goel	Director/ NED	6*	NIL	9	9	Yes
Mr.Jagdeep Dhawan	Independent Director	6*	NIL	9	9	Yes
Mrs. Richa Gupta	Independent Director	NIL	NIL	9	9	Yes

âNumber of Directorship includes the directorship in Public and Private Limited Companies.

Notes:

Except Mr. Sameer Goel and Mr. Sachin Goel, who are related to each other as brothers, none of the other Directors are related to any other Director on the Board in term of definition of ''relative'' as per the Companies Act, 2013.

Mr. Sachin Goel is liable to retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. Relevant details pertaining to Mr. Sachin Goel are provided in the notice of the AGM.

All IDs of the Company have furnished declarations that they qualify the conditions of being independent as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. These were placed before the Board.

The IDs of the Company met on March 31, 2018 under the chairmanship of Mr. Jagdeep Dhawan without the presence of Non-Independent Directors or management personnel to review the performance of Non-Independent Directors, the Board, Committees and the Chairperson. The meeting also reviewed the quality, quantity and timeliness of flow of information between the Company and the Board. The terms and conditions of appointment of Independent Directors have been placed on the website of the Company www.laurel.co.in. The details of familiarization programmes for Independent Directors have been provided in the Directors'' Report and posted on the website of the Company and can be accessed at the web link: http://www.laurel.co.in.

COMMITTEES OF BOARD

During the year under review and as on date, the composition of Committees i.e. Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, remained unchanged. All recommendations made by the Audit Committee during the year, were accepted by Board.

Details of number of meetings, attendance of members and other terms of reference are as follows:

AUDIT COMMITTEE

The constitution of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. During the year under review, six meetings of the Committee were held on May 30, 2017, August 10, 2017, August 23, 2017, December 05, 2017, February 09, 2018 and March 12, 2018.

The composition of the Committee as well as the particulars of attendance at the Committee meetings during the year and other related details are given in the table below:

Name & Designation	Category of Directorship	Qualification	No. of meetings held during the tenure	No. of meetings attended
Mr. Jagdeep Dhawan	Ind. Director	Graduate	6	6
Mrs. Richa Gupta	Ind. Director	Graduate	6	6
Mr. Sameer Goel	MD	Graduate	6	6

The Chairman of the Committee attended the last AGM of the Company. The Company Secretary acts as the Secretary to the Committee. The Statutory Auditors, Internal Auditors, Secretarial Auditors and other related functional executives of the Company also attended the meeting when required. Further, the Board has accepted all the recommendation of Audit Committee during the period.

The principal terms of reference of the Committee as approved by the Board and as revised / updated from time to time by the Board are:

Financial Information Review

i. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. To examine the financial statement and the auditors'' report thereon;

iii. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the Board for approval.

iv. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

vi. To review and recommend the appointment, removal and terms of remuneration of Auditors of Company.

Internal Controls and Policies for Maintaining Vigil

i. Scrutiny of inter-corporate loans and investments.

ii. Valuation of undertaking''s or assets of the company, wherever it is necessary.

iii. Evaluation of Internal Financial Controls and Risk Management systems.

iv. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

v. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

vi. To review the functioning of the Whistle Blower (Vigil) mechanism.

vii. To approve the appointment of Chief Financial Officer (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate and recommend to the Board.

viii. Investigate any activity within its terms of reference and any matters referred to it by the Board.

xi. Reviewing with the Auditors and Management, if required, about internal control systems, the scope of audit, including the observations of the Auditors and review of financial statement before their submission to the Board and any related issues there with.

Relationship with Statutory, Internal and Secretarial Auditors

i. Recommend to the Board for appointment, remuneration and terms of appointment of Auditors of the Company.

ii. Approval of payments to Statutory Auditors for any other services rendered by them.

iii. Review and monitor the Auditor''s independence and performance and effectiveness of audit process.

iv. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

vi. Discussion with Internal Auditors of any significant findings and follow up there on.

Risk Management

i. Review procedures for risk assessment and minimization for informing the same to the Board.

ii. Framing, recommending to the Board and reviewing the Risk Management Policy and Plan from time to time.

Related Party Transactions

i. Approval or any subsequent modification of transactions of the Company with related parties.

ii. To lay down the criteria for granting the omnibus approval in line with the policy on related party transactions.

iii. To review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given.

STAKE HOLDERS RELATIONSHIP COMMITTEE

The Securities Transfer & Stakeholders Relationship Committee considers and oversees resolution of grievances of security holders and investors of the Company.

During the year, the Committee met four times on May 30, 2017, August 10, 2017, December 05, 2017, February 09, 2018. Company effectuated all requests for transfer of shares, consolidation and issue of duplicate share certificate, within prescribed time limits.

The composition of the Committee as well as the particulars of attendance at the Committee meetings during the year and other related details are given in the table below:

Name & Designation	Category of Directorship	Qualification	No. of meetings held during the tenure	No. of meetings attended
Mr. Jagdeep Dhawan	Ind. Director	Graduate	4	4
Mrs. Richa Gupta	Ind. Director	Graduate	4	4
Mr. Sameer Goel	MD	Graduate	4	4

Company Secretary provided secretarial support to the Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors other than Independent Directors. During the year under review, four meetings of the Committee were held on May 30, 2017, August 23, 2017, September 29, 2017 and March 12, 2018.

The composition of the Committee as well as the particulars of attendance at the Committee meetings during the year and other related details are given in the table below:

Name & Designation	Category of Directorship	Qualification	No. of meetings held during the tenure	No. of meetings attended
Mr. Jagdeep Dhawan	Ind. Director	Graduate	4	4
Mrs. Richa Gupta	Ind. Director	Graduate	4	4
Mr. Sameer Goel	MD	Graduate	4	4

Company Secretary provided secretarial support to the Committee.

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, Nomination and Remuneration Committee has the following principal terms of reference:

1. To evaluate and recommend the composition of the Board of Directors and committees thereof.

2. To identify persons who are qualified to become Directors and who may be appointed in senior management positions in accordance with the criteria laid down, recommend to the Board their appointment and removal.

3. To determine whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

4. To formulate a criteria for performance evaluation of Directors and the Board and to carry out evaluation of every Director''s performance.

5. Devising a Policy on Board Diversity.

6. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

7. To recommend a Policy to the Board relating to the remuneration for the Directors, KMPs and other employees, for its approval.

8. To note information on recruitment and remuneration of Senior Officers just below the level of Board of Directors, including appointment or removal of Chief Financial Officer and the Company Secretary.

12. To undertake related activities, functions and duties as the Board of Directors may from time to time, after deliberations, prescribe or as may be required to be undertaken in terms of any statutory or regulatory provisions.

NOMINATION AND REMUNERATION POLICY

In compliance with Section 178(3) of the Act and Regulation 19(3) of Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board framed a "Nomination, Remuneration and Evaluation Policy" on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director.

The said policy may be accessed at Company''s website and forms part of this report as Annexure-IV.

PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report as Annexure-V.

BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts)Rules, 2014, the Board carried out annual evaluation of its own performance, that of its Committees and individual directors.

The performance of the Board and its committees and individual directors were evaluated by the Board after seeking inputs from all the Directors on the basis of criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation of the Board and committee meetings and governance reviews etc. Pursuant to Regulation 17(10) of Listing Regulations, the Board carried out performance evaluation of Independent Directors without the participation of the director being evaluated.

As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on March 31, 2018, where Independent Directors, reviewed the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company.

Familiarization Programme of Independent Directors- The Independent Directors of the Company have been updated with their roles, rights and responsibilities in the company to enable them to familiarize with Company''s procedures and practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

At present, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

MATERIAL CHANGES AND COMMITMENT

There is no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No other significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

RISK MANAGEMENT POLICY

a. DEVELOPMENT OF RISK MANAGEMENT POLICY: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviews the same periodically.

b. IMPLEMENTATION OF RISK MANAGEMENT POLICY: The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Risk Management Policy approved by the Board has been effectively implemented. The Company''s Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly.

c. IDENTIFICATION OF KEY RISKS WHICH MAY THREATEN THE EXISTENCE OF THE COMPANY AND RISK MITIGATION: The common risks faced by the Company include Raw Material Procurement Risk, Environment & Safety Risk, Market Risk, Technology risk, Business Operational Risk, Reputation Risk, Regulatory & Compliance Risk, Human Resource Risk Working Capital and Business continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

The Whistleblower policy has been hosted on Company''s website viz. www.laurel.co.in.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Policies on Code of Conduct and Prevention of Workplace Harassment is displayed on company''s website viz. www.laurel.co.in to create and provide an environment that is free from discrimination, intimidation, abuse & harassment, especially to protect the integrity and dignity of woman employees. Nil complaints were received during the year under review.

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

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A)	Conservation of energy-
(i)	the steps taken or impact on conservation	The Company has pharmaceutical
	of energy	manufacturing unit for Bulk Drug
(ii)	the steps taken by the company for utilising	Intermediates, APIs formulations,
	alternate sources of energy	requires normal consumption of electricity.
(iii)	the capital investment on energy	The Company takes all necessary steps
	conservation equipments	to reduce the consumption of energy.
(B)	Technology absorption-
(i)	the efforts made towards technology absorption	The Company is engaged in the process of updating latest Technology(ies).
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a)	the details of technology imported;
(b)	the year of import;
(c)	whether the technology been fully absorbed;
(d)	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv)	the expenditure incurred on Research and	No expenditure was incurred on Research
	Development	and Development during the year under review.

(C) Foreign exchange earnings and Outgo-

The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:

Foreign Exchange	Current Year	Previous Year
Earnings & Outgo	(2017-18)	(2016-17)
Inflow	35.05 lacs	NIL
	(USD 54446)
Outflow	1654.02 lacs	Rs. 32.71 lacs
	(USD 2515154, EURO 11826)	(USD 48000)

HUMAN RESOURCES

Your Company firmly believes that human resources are invaluable assets of the Company. Over the time, Laurel has changed to adapt and evolve with the changing economic landscape, while keeping its core value firmly entrenched. The Human Resource Department of the organization has strategic and functional responsibilities for all of the Human Resource disciplines in the changing scenario.

On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation received from the Employees, Customers and last but not least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board

For Laurel Organics Limited

Sameer Goel Sachin Goel

(Managing Director) (Director)

(DIN: 00161786) (DIN: 00161762)

Place: New Delhi

Date : 24 August, 2018

Mar 31, 2014

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the Audited Statements of Accounts along with the Report of the Auditors for the year ended 31st March, 2014.

Financial Results

2013-14 2012-13

(Rs. In lacs) (Rs. In lacs)

Net sales/income from operation 644.60 1223.82

Other Income 3.49 5.57 Total Income 648.09 1229.39

Cost of Raw Material Consumed 31.82 -

Staff Cost 297.28 304.01

Other Expenses 343.58 730.18

Depreciation 44.65 44.78

Finance Charges 8.44 18.73

Change in Inventory/Stock in Trade 1.57 (2.53)

Total expenditure 727.34 1095.17

Profit / (Loss) for the year (79.25) 134.21

Add/(Less):

Deferred Tax 0.77 (7.90)

Balance carried to Balance Sheet (78.48) 126.31

Earning Per Equity Share (Basic/ diluted) (Rs.) (1.06) 1.71

OPERATIONAL REVIEW

During the year under review, the operations were adversely affected due to lower level of capacity utilization by RLL, sluggish and competitive market and overall economic recession.

The gross-receipts/turnover of the Company has fallen by 47% which is Rs.644.60 lacs as compared to previous year of Rs.1223.82 Lacs. Despite of best efforts being made by the company in reducing the finance cost by 55%, which is Rs.8.44 lacs as compared to previous year of Rs. 18.73 lacs, Other Manufacturing Expenses by 53% which is 343.58 lacs as compared to previous year of Rs 730.18 lacs, the Company has not able to recover its operating costs and has, therefore, incurred a loss of Rs.78.48 lacs as compared to profit of Rs. 126.31 lacs in previous year.

The company had moved to variable job work charges based on per kg output as per the requirement of Ranbaxy and carried out modernization work to increase the capacity of reactors during the last year keeping long term business prospects in sight, in spite of recessionary conditions prevailing globally. The company reaped the benefit of utilization of expanded capacity for the full year which had resulted into increased sale of services in previous year. However, during the current year the company has not sufficient orders in hand to run the plant at full capacity, therefore, the company had to slow/close down entire manufacturing operations during last quarter of the year and on the other hand fixed cost continued to be same during the period, thus, finally had increased the losses of the company.

Considering increase in cost of crude petroleum, Company had taken steps to replace furnace oil fired boilers to briquette fired boilers in last two years. This step helped Company to reduce its fuel cost as compared to last year.

CONTRACT MANUFACTURING

Your company has been operating on contract manufacturing basis for RLL. The operation has shown declining trend due to less capacity utilization by RLL as compared to previous year. The management of your company is presently working on alternative strategy to improve the job work revenue and also manufacture on its own account at micro level. It is believed that the efforts of management significantly contribute for the overall improvement in the operation of the company in future. The Company is presently carrying out contract manufacturing activity for M/s Ranbaxy Laboratories Ltd, (a wholly owned subsidiary of the Japanese giant M/S Daichi Sankyo) a reputed pharmaceutical company for the past 10 years and the contract was further extended on 01/01/2013 for further period of five years for manufacturing Bulk Drug intermediates as per their specification and requirement.

Taking advantage of this growing segment, your company is exploring all possibilities to expand further and intends to enter into such agreement with other companies within and outside India. The experience of your company in efficiently manufacturing and supplying about 45 different products to M/S RLL during the past several years.

GOOD MANUFACTURING PRACTICE (GMP)

Since last year we are also focusing on written standard operating procedures in all working of the departments and focusing on Good Manufacturing Practice (GMP). This gives your company a sense of confidence that it would be able to handle the offshore business opportunities very well in future.

PLANT CAPACITY

Since the Company has manufactured so many different types of intermediates of almost all therapeutic groups, it has resulted in building up a capacity which extremely flexible which can handle all type of reactions relevant in the pharmaceutical manufacturing. This has helped the company being way ahead of its competitors in terms of plant flexibilities which has helped to cater to higher demand, increase in yields and steady costs thus maintaining reasonable steady growth in the past. However, due to lesser capacity utilization during the FY 2013-14, growth has been showing declining trend.

DUES OF UNSECURED CREDITORS

Company had been advanced by M/s Ranbaxy Lab. Ltd. earlier to meet its obligation of OTS reached with the IDBI and UBI, the entire loan liability has been repaid to M/s Ranbaxy Lab. Ltd. during the year.

DIVIDEND

In view of accumulated losses of the company your directors do not recommend any dividend.

NETWORTH

The net worth of the company has remained in negative direction during the FY 2013-14. Therefore, brought forward accumulated loss has increased as compared to previous year.

FIXED DEPOSIT

Your company has not accepted fixed deposits from the members or public, by public invitation during the year.

DIRECTORS

Three Directors namely Mr. Sandeep Gupta , Mr. Binod Roy and Mr Prabhat C Jha who retire by rotation at the ensuing Annual General Meeting. In view of the provisions of Sections 149 & 152 of the Companies Act, 2013 and amended clause 49 of the Listing Agreement, it is proposed to re-appoint Mr. Sandeep Gupta , Mr. Binod Roy and Mr Prabhat C Jha as Independent Directors under Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement, at the ensuing Annual General Meeting for a period of up to five years, not liable to retire by rotation.

AUDITORS

M/s A K Jalan & Associates, Chartered Accountants, retires as Auditors of the company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received certificate from them under section 139 read with Section 141 of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board of Director of the company proposes the re-appointment of M/s A.K.Jalan, Delhi, Chartered Accountants as Statutory Auditors of the Company for a term of three consecutive years from the date of ensuring Annual General Meeting till conclusion of the Annual General Meeting to be held in the year 2017 subject to approval of the members.

COST AUDIT

The Cost Auditor, M/s Mahesh Singh & Co., re-appointed by the Company under Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 attended the Audit Committee Meeting, where Cost Audit Report was discussed.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2013 was September 30, 2013 and further extended. The Cost Audit Reports were filed by the Cost Auditor on February 19, 2014 within extended time period. The due date for filing the Cost Audit Reports for the financial year ended March 31, 2014 is September 30, 2014.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance prescribed under the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with the certificate of the auditors confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreements entered into with the Stock Exchanges is annexed.

CORPORATE SOCIAL RESPONSIBILITY:

Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognize the holistic nature of a sustainable approach. As such, this commitment is about our people, the communities where we work, our suppliers and partners and the clients we work with.

This is a commitment to safeguard the health and safety of our employees and workers and for that company take the following steps:

- The company has been provided with change rooms and wash facilities.

- The Company uniform consists of Apron, Cap and Slipper/shoe for workers.

- All the employees are trained on the requirement of good personnel hygiene at the time of their training programme and same is monitored by QA officers and department heads on routine basis.

HEALTH AND SAFETY

The company continues to accord high priority to health and safety of employees. During the year under review, a health & safety week was organized several times in its factory and the training programme and workshop for safety, awareness was also conducted for all employees at the plant. The comprehensive health check up of the employees was also carried out at the plant.

ENVIRONMENT

The plant is maintained strictly in compliance with the provisions of the Pollution Control Act. All the Effluents either of water or Air being generated during the manufacturing process are released after proper treatment strictly as per the Pollution Control Regulations and Rules.

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw materials, packing materials and other goods and assets of the Company have been insured against fire, burglary, transit, riots, strike, malicious damage and allied risks.

LISTING OF SHARES

Your Company equity shares are listed with Bombay Stock Exchange Limited. However, the scrip is under temporary suspension from trading. The Company has been putting its best possible efforts to recommence the trading at the earliest. In the matter, it is worth mentioning that your Company had issued 885,000 equity shares of Rs 10/- each at par in repayment of dues to IDBI in partial modification of sanctioned rehabilitation scheme by Hon''ble BIFR in March,2004. However, Hon''ble BIFR has now approved the issue of equity shares to IDBI and condoned the delay in taking approval for the same. The BIFR order was submitted to the BSE and follow-up is on to ensure early regularization of listing of shares.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) In the preparation of annual accounts the applicable accounting standards have been followed along-with proper explanations, wherever necessary relating to the material departures.

(ii) Your directors have selected prudent accounting policies.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

STATUTORY PARTICULARS

The company had no employee of the category specified in sub section 217(2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules, 1975. The statement showing particulars of foreign exchanges earning and outgo is annexed hereto and form part of this report.

AUDITORS & THEIR REPORT

With reference to the observation and remarks of the Auditors in their report, which are self-explanatory and have been suitably covered in the Notes to Accounts.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

ACKNOWLEDGEMENTS

Your Directors acknowledge the vital role played by hard working employees of the Company at all levels towards its overall success, other stakeholders, bankers and business associates, who have continued to lend their valuable support to the Company in its efforts to success. The Directors take this opportunity to record their appreciation in this regard.

For and on behalf of the Board

Place: Bhondsi.

Date: August 14, 2014 Sd/-

(Abhishek Sahay Varma)

(Director)

Mar 31, 2012

The Directors have pleasure in presenting the Nineteenth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts along with the Report of the Auditors for the year ended 31st March, 2012.

Financial Results

2011-12 2010-11 (Rs. In lacs) (Rs. In lacs)

Net sales/income from operation 869.27 784.49

Other Income 4.15 7.01

Total Income 873.42 791.50

Total expenditure 764.78 620.39

Depreciation 38.00 36.28

Finance Charges 25.47 33.46

828.25 690.13

Profit / (Loss) for the year 45.17 101.37

Add/(Less): Deferred Tax (5.28) (2.91)

Balance carried to Balance Sheet 38.89 98.46

Operational Results

The Company recorded income from operation of Rs. 869.27 lacs against Rs. 784.49 lacs in the previous year, registering a growth of about 10.8%. The growth in turnover was mainly on account of revenues from reimbursement of store consumables. However, Profit before exceptional items and tax stood at Rs. 45.17 lacs against Rs. 101.37 lacs for the previous year due to overall price rise in input cost.

Earlier, during 2010-11, the company was working on fixed monthly revenue model in which even during lower plant capacity utilization, fixed monthly charges were payable. During the current year the company moved to variable job work charges based on per kg output as per the requirement of Ranbaxy, hence the advantage of lower utilization, but fixed revenue was no more available to us. This has resulted in he lower profitability during the current year temporarily. In view of management, however, this model will be more beneficial as compared to fixed model in long run corresponding increasingly with better capacity utilisation.

Your company has incurred Repair & Maintenance expenditure of Rs 64.67 lacs and Laboratory Expenditure of Rs 28.53 lacs as compared to last year of Rs 41.65 lacs and Rs. 20.03 lacs to fulfill additional requirement & stabilization of new products manufactured for Ranbaxy. This increase in maintenance cost has also affected the profitability of the company.

Future Outlook

The global pharmaceutical industry has been growing at the rate of 7%. While R&D and innovations within the industry are still mainly dominated by MNCs based in the western world, the manufacturing focus has been shifting to Asian giants - China and India. China continues to remain the biggest manufacturing centre followed by Italy and India, and it is estimated that India will emerge as the second largest manufacturing hub in 2012, overtaking Italy.

With more and more reputed companies shifting manufacturing focus to India, our company will tend to gain in terms of more outsourced business from these companies directly or indirectly.

Your Company has never believed in waiting for favorable tailwinds to achieve its goals. We have always believed in seizing opportunities and pursuing aggressive plans to capture them. This phase of our growth will be no different. We are moving ahead with a well thought out strategy. The vision, objectives and detailed road-map for the businesses have been defined and strategic initiatives have been identified along with an execution plan. The only threat is requirement of working capital, which will be arranged through financing. Contract Manufacturing

The Company is carrying out contract manufacturing activity for M/s Ranbaxy Laboratories Ltd, (a wholly owned subsidiary of the Japanese giant M/S Daichi Sankyo) a reputed pharmaceutical company for the past

10 years. Taking advantage of this growing segment, your company is exploring all possibilities to expand further and intends to enter into such agreement with other companies within and outside India. The experience of your company in efficiently manufacturing and supplying about 35 different products to M/S RLL during the past several years.

Since last year we are also focusing on written standard operating procedures in all working of the departments and focusing on Good Manufacturing Practice (GMP). This gives your company a sense of confidence that it would be able to handle the offshore business opportunities very well in future.

Plant Capacity

Since the Company has manufactured so may different types of Intermediates of all most all therapeutic groups, it has resulted in building up a capacity which extremely flexible which can handle all type of reactions relevant in the pharmaceutical manufacturing. This has helped the Company being way ahead of its competitors in terms of plant flexibilities which has helped to cater to higher demand, increase in yields and steady costs thus maintaining reasonable steady growth.

Dues of unsecured creditors:

Your Company owes Rs 125.43 lacs to M/s Ranbaxy Lab as on the Balance Sheet date. The company is regular in repayment of its liability with interest. However, your company could not arrange to make payment of Long Term outstanding dues to ICD lenders.

Dividend

In view of accumulated losses of the company your directors do not recommend any dividend.

Networth

The networth of the company has moved in positive direction during the year. However, there remain huge brought forward accumulated losses still to be wiped out.

Fixed Deposit

Your company has not accepted fixed deposits from the members or public, by public invitation during the year. Directors

Three directors namely M;. Sandeep Gupta, Mrs. Shakuntala Prasad & Mr. Binod Roy who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors

M/s AK Jalan & Associates, Chartered Accountants, retires as Auditors of the company at the conclusion of the ensuing Annual General Meeting and ar & eligible for re-appointment. The company has received certificate from them under section 224(1 B) of the Companies Act, 1956.

Cost Audit i

The Central Government has notified an audit of the cost accounts maintained by the Company in respect of formulations and bulk drugs businesses. For conducting the cost audit for these activities for the financial year ended March 31,2012, based on the recommendation of Audit Committee, the Board has appointed M/s Mahesh Singh & Co, Cost Accountants and made an application to the Central Government in accordance with MCA Circular dated April 11,2011. The Cost Audit Reports would be submitted to the Central Government within the prescribed time.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance prescribed under the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with the certificate of the auditors confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreements entered into with the Stock Exchanges is annexed.

Health and Safety

The company continues to accord high priority to health and safety of employees. During the year under review, a health & safety week was organized several times in its factory and the training programme and workshop for safety, awareness was also conducted for all employees at the plant. The comprehensive health check up of the employees was also carried out at the plant.

Environment

The plant is maintained strictly in compliance with the provisions of the Pollution Control Act. All the Effluents either of water or Air being generated during the manufacturing process are released after proper treatment strictly as per the Pollution Control Regulations and Rules.

Listing of Shares

Your Company equity shares are listed with Bombay Stock Exchange Limited. However, the scrip is under temporary suspension for trading for want of certain compliances. The Company has been putting its best possible efforts to recommence the trading at the earliest.

It is worth mentioning that your Company had issued 885,000 equity shares of Rs 101- each at par in payment of dues to IDBI in partial modification of sanctioned rehabilitation scheme by Hon'ble BIFR in March,2004 in view of subsequent OTS reached with the said Financial Institution. However, sanction to the modification of BIFR approved scheme could not be obtained by IDBI in time despite requested for the same. Now, BSE insist for sanction of the Hon'ble BIFR/AA1FR, which is under consideration at their end. Your company has filled an appeal to High Court for seeking direction to BIFR relating to issue of equity shares to IDBI and we hope to get the sanction at an early date and continuation of listing thereafter.

Directors' Responsibility Statement

In terms of section 217 of the Companies Act, 1956, your directors confirm that:

(i) In the preparation of annual accounts the applicable accounting standards have been followed along- with proper explanations, wherever necessary relating to the material departures.

(ii) Your directors have selected prudent accounting policies.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

Statutory Particulars

The company had no employee of the category specified in sub section 217(2A) of the Companies Act,

1956 read with the companies (particulars of employees) Rules, 1975. The statement showing particulars of foreign exchanges earning and outgo is annexed hereto and form part of this report.

Auditors & their Report

With reference to the observation and remarks of the Auditors in their report, which are self-explanatory and have been suitably covered in the notes on accounts.

Industrial relations

Industrial relations continued to be cordial during the year under review.

Acknowledgements .

Your Directors acknowledge the vital role played by hard working employees of the Company at all levels towards its overall success, other stakeholders, bankers and business associates, who have continued to lend their valuable support to the Company in its efforts to success. The Directors take this opportunity to record their appreciation in this regard.

For and on behalf of the Board

Place: Bhondsi.

Date: August 14, 2012. Sd/-

(Abhishek sahayrma)

(Director)

Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts along with the Report of the Auditors for the year ended 31st March, 2010.

Financial Results

2009-10 2008-09 (Rs. In lacs) (Rs. In lacs)

Net sales/income from operation 767.34 847.73

Other Income 3.61 3.24

Total Income 770.95 850.97

Total expenditure 624.02 686.44

Depreciation 35.86 32.78

Finance Charges 42.71 51.41

702.59 770.63

Profit / (Loss) for the year 68.36 80.34

Add:

Prior Period adjustments 2.04 (0.11)

Provision for Income Tax (FBT) (0.00) (1.27)

Deferred Tax (3.03) (7.22)

Balance carried to Balance Sheet 67.37 71.74

Operational Performance:

During the year under review, your company has been able to maintain its mixed performance in its turnover and its profitability despite a difficult economic situation. While in the first half year the companys performance improved substantially, the second half was not encouraging due tc lower volume of Job work from M/s RLL. Your company had to put a lot of efforts and resources in augmenting the existing facility and achieving the requirements of contract manufacturing services.

Continuing the positive trend, your Company is trying to improve its performance. The operational income achieved during the financial year ended 31 st March 2010, was Rs. 770.95 Lakhs as against Rs.850.97 lakhs in the previous year showing a downward trend as compared to previous year. However, due to efficiency improvement and cost control measures taken across the organization and tighter working capital - management our operational cost reduced resulting into profit before tax of Rs.70.40 lacs. Contract Manufacturing:

The Company is carrying out contract manufacturing activity for M/s Ranbaxy Laboratories Ltd, a reputed pharmaceutical companies for the last 8 years, taking advantage of this growing segment. The company is exploring all possibilities to expand further and intends to enter into such agreement with other companies within country and based outside India also. The experience of affectively manufacturing and supplying about 35 different products to M/S RLL during the years, the company is very confident that it would be able to handle the offshore business opportunities very well. Corporate Review

Increasing costs of R&D, coupled with low productivity and poor bottom lines, have forced major pharmaceutical companies worldwide to outsource part of their research and manufacturing activities to low- cost countries, thereby saving costs and time in the process. The global pharmaceutical outsourcing market was worth USD57.2 billion in 2007. It is expected to grow at a CAGR of 10% to reach USD76 billion by 2010. Global market for Contract Research and Manufacturing Services (CRAMS) in 2007 estimated to be USD55.48 billion. Out of the total global CRAMS market, contract research was USD16.58 billion, growing at a CAGR of 13.8% and contract manufacturing was USD38.89 billion accounting for the major share (approximately 68%) of the total global pharmaceutical outsourcing market in India, with more than 80 US FDA-approved manufacturing facilities, is one of the most preferred locations for outsourcing manufacturing services in India by the multinationals and global pharmaceutical companies. The Indian pharmaceutical outsourcing market was valued at USD1.27 bn. in 2007 and is expected to reach USD3.33 billion by 2010, growing at a CAGR of 37.6%. The Indian CRAMS market stood At USD 1.21 billion in 2007 and is estimated to reach USD 3.16 billion by 2010.

We are pursuing a well strategize plan to strengthen and develop our business. Several initiatives aligned to our objectives are currently underway. We will continue to evaluate all opportunities with a view to add strategic, synergistic and value-accretive assets to our organization. Capital Expenditure:

During the year under review, the company has incurred capital expenditure of Rs.60.16 lakhs towards maintenance and up-gradation of existing facilities so that the criticafity of the processes of high end, life saving bulk drug intermediates could be met. Dues of Secured Creditors:

The Company owes an advance of Rs 255.58 lacs to M/s Ranbaxy Lab. Limited at the end of the financial year ended 31st MarOh, 2010. The company is regular in repayment of advance with interest @ 13.5% p.a.

Dividend

In View of accumulated losses of the company your directors do not recommend any dividend.

Networth

Your Directors are pleased to inform you that your company has achieved positive net worth during this year after adjustment of huge brought forwarded accumulated losses due to sizeable increase in operational income.

Fixed Papgait

Your company has not accepted fixed deposits from the members or public, by public invitation during the year.

Directors

Three directors namely Mr. Sandeep Gupta, Mrs. Shakuntala Prasad & Mr. Binod Roy who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselyes for re-appointment

Mr. Abhishek Sahay Varma, Whole Time Director whose tenure of appointment has expired on 07.11.2009, is being reappointed as Whole Time Director of your company and will be continuing his services for next 5 yrs.

Mrs. Vandana Varma, Whole Time Director whose tenure of appointment will be expired on 14.12.2010, is being reappointed as Whole Time Director of your company and will be continuing his services for next 5 yrs.

Taking into consideration amended clause 49, company is taking steps for compliance of the requirement of Corporate Governance, which will be mandatory in case of your company.

Auditors

M/s A K Jalan & Associates, Chartered Accountants, retires as Auditors of the company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received certificate from them under section 224(1 B) of the Companies Act, 1956.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance prescribed under the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with the certificate of the auditors confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreements entered into with the Stock Exchanges is annexed.

Health and Safety

The company continues to accord high priority to health and safety of employees. During the year under review, a health & safety week was organized several times in its factory and the training programme and workshop for safety awareness were also conducted for all employees at the plant. The comprehensive health check up of the employees was also carried out at the plant.

Environment

The Companys plants is maintained regularly strictly in compliance with the provisions of the Pollution Control Act. All the Effluents either of water or Air being generated during the manufacturing process are released after proper treatment strictly as per the Pollution Control Regulations and Rules.

Listing of Shares:

In terms of Rehabilitation Scheme being sanctioned by the Honble BIFR and subsequent one time settlement reached with IDBI, the company had issued 8,85,000 equity shares of Rs 10/- each at par to IDBI on preferential basis.

During the process of listing of these shares with BSE, sanction of Honble BIFR was required for this purpose. Despite requested by the company to IDBI to take sanction from the Honble BIFR for seeking allotment of 8,85,000 equity shares of the company under OTS. However JDBI failed at that time in taking appropriate modification order to the Sanctioned rehabilitation scheme from the Honble BIFR.

Therefore Company has made an application to Honble BIFR to sanction the allotment of Rs 8,85,000 equity shares of Rs 10/- each fully paid up at par. Hence regularization of listing of equity shares of the company is also pending.

Directors Responsibility Statement

In terms of section 217 of the Companies Act, 1956, your directors confirm that:

(i) In the preparation of annual accounts the applicable accounting standards have been followed along- with proper explanations, wherever necessary relating to the material departures. (ii) Your directors have selected prudent accounting policies. (iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on agoing concern basis.

Statutory Particulars

The company had no employee of the category specified in sub section 217(2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules, 1975. The statement showing particulars of foreign exchanges earning and outgo is annexed hereto and form part of this report.

Auditors & their Report

With reference to the observation and remarks of the Auditors in their report, which are self-explanatory and have been suitably covered in the Notes to the accounts.

Industrial relations

Industrial relations continued to be cordial during the year under review.

Acknowledgements

Your Directors acknowledge the vital role played by hard working employees of the Company at all levels towards its overall Ãsuccess, Other stakeholders, bankers and business associates, who have continued to lend their valuable support to the Company in its efforts to success. The Directors take this opportunity to record their appreciation in this regard.

For and on behalf of the Board Place: Bhondsi. Date: 25.08.2010 Sd/-

(Abhishek Sahay Varma) (Director)

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