Murae Organisor Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 13^th Board''s Report on the Business and Operations of the
Company together with the Audited Financial Statement and the Auditor''s Report for the Financial Year
ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 is
summarized as below:

Particulars	2024-25	2023-24
Revenue from Operations	85482.18	320.22
Other Income	0.00	85.95
Total Revenue	85482.18	406.17
Total Expenses	84479.25	398.81
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	1,003.37	13.26
Less: Depreciation / Amortization / Impairment	0.44	5.90
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	1002.93	7.36
Add / Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	1002.93	7.36
Less: Tax Expense
Current Tax	251.00	2.05
Deferred Tax	0.00	0.00
Profit / Loss for the Period	751.93	5.31
Earnings Per Share (EPS)
Basic	0.04	0.00
Diluted	0.04	0.00

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 85482.18 Lakhs compared to the total revenue of Rs.
406.17 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial
Year 2024-25 of Rs. 1002.93 Lakhs as compared to Profit before tax of Rs. 7.36 Lakhs of previous
Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 751.93 Lakhs as against Net Profit
after tax of Rs. 5.31 Lakhs of previous Financial Year. The Directors are continuously looking for the new
avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, the company has changed its segment from Pharmaceuticals Trading to
Trading in Agriculture activities.

4. SHARE CAPITAL:

A. Authorised share capital:

During the year under review, The Company has increased the Authorised Share Capital from
the existing Rs. 1.40,00,00,000/ - (Rupees One Hundred and Forty Crores Only) divided into

70.00. 00.000 (Seventy Crores) Equity Shares of Rs. 2.00/- (Rupees Two Only) each to Rs.

1.90.00. 00.000/- (Rupees One Hundred and Ninety Crores Only) divided into 95,00,00,000
(Ninety-Five Crores) Equity Shares of Rs. 2.00/- (Rupees Two Only) each ranking pari passu in
all respect with the Existing Equity Shares of the Company in Extra Ordinary General Meeting
held on 10^th January, 2025.

After the Clouser of Financial Year, The Company has approved Split/ Sub-division of Equity
Shares of the Company from face value of Rs. 2.00/- (Rupees Two Only) each to face value of Re.
1.00/- (Rupee One Only) each through the Postal Ballot Commence on 30^th April, 2025 and
ended on 29^th May, 2025

The authorized share capital of the Company as on 31^st March, 2025 is 1,90,00,00,000/-
(Rupees One Hundred and Ninety Crores Only) divided into 95,00,00,000 (Ninety-Five Crores)
Equity Shares of Rs. 2.00/- (Rupees Two Only)

B. Paid-up share capital:

During the year the Company has allotted 44,99,99,998 (Forty-Four Crores Ninety-Nine Lakhs
Ninety-Nine Thousand Nine Hundred and Ninety-Eight) Equity shares pursuant to conversion
of warrants into Equity shares on Preferential basis having face value of Rs. 2.00/- (Rupees Two
Only) each, at an issue price of Rs. 2.02/- (Rupees Two and Twenty Paisa Only) per share
(including Premium of Rs. 0.20/- {Rupee Twenty Paisa Only} per share) in the Board Meeting
held on 24^th August, 2024.

During the year the Rights Issue Committee of Directors of the Company has allotted
23,23,70,539 (Twenty-three Crores Twenty-three Lakhs Seventy Thousand Five Hundred and
Thirty-nine) Equity shares on Right basis having face value of Rs. 2.00/- (Rupees Two Only)
each, at an issue price of Rs. 2.00/- (Rupees Two Only) per share in their Meeting held on 17th
January, 2025.

The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 1,85,89,64,310/-
(Rupees One Hundred Eighty-Five Crores Eighty-nine Lakhs Sixty-four Thousand Three
Hundred and Ten Only) divided into 1,85,89,64,310 (One Hundred Eighty-Five Crores Eighty-
nine Lakhs Sixty-four Thousand Three Hundred and Ten) divided into 92,94,82,155 (Ninety-
Two Crores Ninety Four Lakhs Eighty Two Thousand One Hundred and Fifty Five ) Equity
Shares of Rs. 2.00/- (Rupees Two Only)

After the Clouser of Financial Year, Company has Issue of bonus shares in the ratio of 1:10 i.e.,
1(One) new fully paid-up equity share of ^ 1/- (Rupee One Only) each for every 10 (Ten)
existing fully paid-up equity share of ^ 1/- (Rupee One Only) each through the Postal Ballot
Commence on 24^th June, 2025 and ended on 23^rd July, 2025

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund
("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid
Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to
the said account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.

7. TRANSFER TO OTHER EQUITY:

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and
loss account of the Company under Reserves and Surplus.

8. WEBLINK ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025
is available on the Company''s website at www.earumpharma.com.

9. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

• Approval of Split/ Sub-division of Equity Shares:

The Company has approved Split/ Sub-division of Equity Shares of the Company from face value of
Rs. 2.00/- each to face value of Re. 1.00/- each in the Extra-ordinary General Meeting held on 30^th
May, 2025, and Stock exchange has approved on 11^th June, 2025 and Trading of Equity Shares has
been resumed w.e.f. 11^th June, 2025. Consequently, altered the Authorised Share Capital and Paid-up
Share Capital in the following manner:

A. The authorized share capital of the Company is Rs. 1,90,00,00,000/- (Rupees One Hundred and
Ninety Crores Only) divided into 1,90,00,00,000 (One Hundred and Ninety Crores) Equity Shares of
Rs. 1.00/- (Rupee One Only) each.

B. The Paid-up Share Capital of the Company is Rs. 1,85,89,64,310/- (Rupees One Hundred Eighty-
Five Crores Eighty-nine Lakhs Sixty-four Thousand Three Hundred and Ten Only) divided into
1,85,89,64,310 (One Hundred Eighty-Five Crores Eighty-nine Lakhs Sixty-four Thousand Three
Hundred and Ten) equity shares of Re. 1.00/- (Rupee One Only) each.

• Allotment of Equity Shares on Preferential basis:

During the year, on 24^th August, 2025, the company, vide its Board Meeting, had allotted
44,99,99,998 (Forty-four Crore Ninety-nine Lakhs Ninety-nine Thousand Nine Hundred and Ninety-
eight) fully paid-up equity shares of face value Rs. 2 (Rupees Two Only) each per equity share, at a
price of Rs. 2.20/- (Rupees Two and Twenty Paisa Only) per equity share (at Premium), aggregating
to Rs. 98,99,99,996 (Ninety-eight Crore Ninety-nine Lakhs Ninety-nine Thousand Nine Hundred and
Ninety-six Only).

Consequently, the paid-up equity share capital of the Company had increased from Rs. 49,42,23,236
(Forty-nine Crores Forty-two Lakhs Twenty-three Thousand Two Hundred and Thirty-six Only) to
Rs. 1,39,42,23,232/- (Rupees One Hundred Thirty-nine Crores Forty-two Lakhs Twenty-three
Thousand Two Hundred and Thirty-two Only).

• Allotment of Equity shares on Rights basis:

During the year, on 17^th January, 2025, the company, vide its Board Meeting, had allotted
23,23,70,539 (Twenty-three Crores Twenty-three Lakhs Seventy Thousand Five Hundred and
Thirty-nine) fully paid-up equity shares of face value Rs. 2.00/- (Rupees Two Only) each per equity
share, at a price of Rs. 2.00/- (Rupees Two Only) per equity share (at Par), aggregating to Rs.
46,47,41,078 (Forty-six Crores Forty-seven Lakhs Forty-one Thousand and Seventy-eight Only).

Consequently, the paid-up equity share capital of the Company had increased from Rs.
1,39,42,23,232/- (Rupees One Hundred Thirty-nine Crores Forty-two Lakhs Twenty-three Thousand
Two Hundred and Thirty-two Only) to Rs. 1,85,89,64,310/- (Rupees One Hundred Eighty-Five
Crores Eighty-nine Lakhs Sixty-four Thousand Three Hundred and Ten Only).

• Allotment of Equity shares on Bonus basis

After the Clouser of Financial Year, Company has Issue of bonus shares in the ratio of 1:10 i.e.,
1(One) new fully paid-up equity share of ^ 1/- (Rupee One Only) each for every 10 (Ten) existing
fully paid-up equity share of ^ 1/- (Rupee One Only) each through the Postal Ballot Commence on
24^th June, 2025 and ended on 23^rd July, 2025

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would
impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two
meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the
Board Matters.

During the year under the review, the Board of Directors met 20 (Twenty) times viz. 4^th April, 2024, 29^th
May, 2024, 30^th May, 2024, 29^th June, 2024, 5^th July, 2024, 8^th July, 2024, 19^th July, 2024, 12^th August, 2024,
13^th August, 2024, 24^th August, 2024, 7^th September, 2024, 15^th October, 2024, 9^th November, 2024, 14^th
November, 2024, 13^th December, 2024, 20^th December, 2024, 17^th January, 2025, 28^th January, 2025, 13^th
February, 2025, 29^th March, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to
the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards have been followed and there is no material departure from the same;

b. 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 financial year and of the profit of the Company for the
financial year ended on 31^st March, 2025.

c The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

f. 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.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year the Company is covered under the criteria of the provision of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and
therefore it is mandatory to comply with the same.

The Company has formed the CSR Committee as per the Section 135 of the Companies Act, 2013. On
recommendation of CSR Committee, the Board of Directors of the Company has approved the CSR Policy
which is available on the website of the Company i.e. www.earumpharma.com.

14. STATUTORY AUDITOR AND AUDITOR''S REPORT:

The Members of the Company at the Extra-ordinary General Meeting held on 10^th January, 2025,
approved the appointment of M/s. Parin Patwari & Co., Chartered Accountants (FRN: 154571W) as the
Statutory Auditors of the Company for the Financial Year 2024-25. The report issued by Statutory
Auditors for financial year 2024-25 does not contain any qualifications or adverse remarks.

15. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditor''s Report:

The statutory Auditor of the Company has included the following qualifications in their Audit
Report for the Financial Year 2024-2025:

1. The company has unsecured loans amounting to ^21,275.11 Lacs. Management has not
charged interest on these loans, and relevant agreements along with cross-confirmations are
not available. In the absence of valid agreements and necessary confirmations, the accuracy of
the balances and their interest-free status could not be verified, potentially impacting the fair
presentation of liabilities and interest expenses.

The unsecured loans amounting to Rs. 21,275.11 Lakhs have been availed purely for meeting
the business and operational requirements of the Company. These borrowings have been
extended by related parties/associates for supporting the overall business activities without
any expectation of interest. Hence, the nature of these loans is interest-free and no interest
has been charged or accrued in the books of accounts.

It may further be noted that the Company has neither incurred any obligation to pay interest
nor entered into any arrangement for such payments in respect of these loans. The
management has ensured that the classification and presentation of these borrowings under
unsecured loans is accurate and in accordance with the applicable accounting standards and
statutory requirements.

The relevant agreements and supporting documents with respect to these loans have already
been compiled and forwarded to our Chartered Accountant for their verification, review, and
record-keeping purposes. This step has been taken to ensure transparency and compliance in
the reporting of these liabilities.

Accordingly, the balances reflected in the financial statements are correct, and the interest-
free status of these unsecured loans stands duly substantiated. The Company is committed to
maintaining proper documentation and ensuring that all such transactions are fairly
presented in the books of accounts.

2. Balance of GST Credit Payable ^236.64 Lacs pending for GST reconciliation. Reconciliation
with the GST Online Portal has not been carried out, affecting the accuracy of GST Input Credit
and the liability towards the government.

Reply:

With respect to the observation regarding the balance of GST credit payable of Rs. 236.64
Lakhs, we would like to clarify that at the time of audit review, the reconciliation process with
the GST online portal was under progress. Consequently, certain differences were appearing
temporarily between the books of accounts and the portal figures.

Subsequently, a detailed reconciliation exercise has been carried out, covering all relevant
input credits, outward liabilities, and adjustments. After completing this process, we confirm
that the GST credit balances as per the company''s books are now fully aligned with the
balances reflected on the GST portal.

Hence, there is no mismatch in the records, and the company''s claim of GST input credit as
well as the liability towards the Government stands true and fairly presented in the financial
statements.

3. The company has trade payables amounting to ^19502.20 Lacs; however, the bifurcation of
Micro, Small, and Medium Enterprises (MSME) creditors has not been provided. Non¬
disclosure of MSME classification contravenes the Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006, impacting regulatory compliance and financial
transparency.

Reply:

With reference to the observation regarding trade payables amounting to Rs. 19502.20 Lakhs
and the bifurcation of creditors under the Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006, we wish to clarify that at the time of audit, the classification details from
the respective vendors were not fully available. Since the confirmation of MSME status is
dependent on declarations and registrations furnished by suppliers, there was a delay in
obtaining the same from certain parties.

The management has already initiated the process of collecting the necessary MSME
declarations/registrations from all vendors to ensure proper classification between MSME
and non-MSME creditors. Once such details are fully received and verified, the same will be
appropriately disclosed in the financial statements in compliance with the provisions of the

MSMED Act, 2006.

We further confirm that the Company is committed to full regulatory compliance and financial
transparency. The matter is being given due priority, and future disclosures will contain the
requisite bifurcation of trade payables into MSME and non-MSME categories in accordance
with statutory requirements.

4. Advances to suppliers of ^6775.68 Lacs remain unconfirmed. Absence of confirmations from
these suppliers affects the reliability of liabilities disclosed in the financial statements.

Reply:

With reference to the observation regarding advances to suppliers amounting to Rs. 6775.68
Lakhs, we would like to clarify that at the time of audit, the process of obtaining balance
confirmations and execution of formal agreements with certain suppliers was pending. As a
result, confirmations could not be obtained and submitted during the audit review.

However, the advances have been made in the normal course of business towards
procurement of goods and services, and the same are duly supported by underlying
transactions, purchase orders, and other documentary evidence available with the Company.
The management is in continuous follow-up with the concerned suppliers to obtain written
confirmations and agreements to ensure completeness of records.

We further confirm that these advances are genuine business transactions, appropriately
recorded in the books of accounts, and there is no misstatement in the liabilities disclosed in
the financial statements. The Company is committed to strengthening its documentation
process and ensuring that all supplier confirmations are obtained on a timely basis in future.

5. A loan/advances amounting to ^28,367.23 Lacs remains unconfirmed to certain parties. The
absence of loan confirmations impacts the reliability of Advances/ Receivables and financial
disclosures.

Reply:

With reference to the observation regarding loans/advances amounting to Rs. 28,367.23
Lakhs remaining unconfirmed, we would like to clarify that at the time of audit, the process of
obtaining confirmations from certain parties was still pending. Due to this, the confirmations
could not be presented during the course of audit.

However, we confirm that these loans/advances have been granted in the ordinary course of
business and are duly supported by the underlying records, agreements, and relevant
documentation available with the Company. The balances have been correctly recorded in the
books of accounts, and there is no misstatement in their presentation.

The management is in regular follow-up with the concerned parties to obtain written
confirmations in order to further strengthen the documentation and compliance process. We
assure that necessary steps are being taken to ensure timely confirmations in the future,
thereby enhancing the reliability of financial disclosures.

6. We are in receipt of certain sales invoices; however, they are not supported with E-Way bills,
Delivery Challans, or Transportation details. In the absence of these critical documents, we
are unable to verify the genuineness of the transactions.

Reply:

The Company is engaged purely in trading activities wherein goods are directly supplied by
our suppliers to the customers. Accordingly, the Company does not maintain any stock in
hand nor require ownership/lease of any godown or warehouse facilities. This business
model is based on "direct dispatch" from supplier to customer, which eliminates the need for
physical storage of inventory by the Company.

Further, contrary to the observation, the Company has already provided to the auditors all
available supporting documents such as sales invoices, purchase invoices, and delivery notes
evidencing the movement of goods. Since the transactions are on a direct-trading basis,
separate Goods Inward Reports are not generated at the Company''s end.

We reiterate that all trading transactions are genuine and duly supported by invoices and
delivery documentation. The management remains committed to providing any additional
supporting papers, wherever required, to substantiate the nature of operations and to ensure
complete transparency in reporting.

7. With respect to purchases, the company has not provided Goods Inward Reports. Further, the
company does not own or lease any godown facilities, raising concerns over the storage of
inventory. Management claims that the goods are traded directly from suppliers to customers
without being held in the company''s possession; however, in the absence of evidence, we are
unable to verify this assertion.

Reply:

The Company is engaged purely in trading activities wherein goods are directly supplied by
our suppliers to the customers. Accordingly, the Company does not maintain any stock in
hand nor require ownership/lease of any godown or warehouse facilities. This business
model is based on "direct dispatch" from supplier to customer, which eliminates the need for
physical storage of inventory by the Company.

Further, contrary to the observation, the Company has already provided to the auditors all
available supporting documents such as sales invoices, purchase invoices, and delivery notes
evidencing the movement of goods. Since the transactions are on a direct-trading basis,
separate Goods Inward Reports are not generated at the Company''s end.

We reiterate that all trading transactions are genuine and duly supported by invoices and
delivery documentation. The management remains committed to providing any additional
supporting papers, wherever required, to substantiate the nature of operations and to ensure
complete transparency in reporting.

Secretarial Auditor''s Report:

1. The Company has not provided us with the proof of Publication of Newspaper Advertisement
published for the Financials for the quarter ended 30^th September, 2024:

Reply:

The Board clarifies that the newspaper advertisements for the mentioned financial periods
were duly published. However, during cross-verification with the auditors, the copies were
inadvertently misplaced. Efforts are underway to retrieve the archived copies from the
publishers for record submission.

The Company is making efforts to retrieve the archived copies from the respective publication
Houses and will submit them for record as soon as they are available.

2. The Status of the Company shows as SDD-non compliant on the BSE Portal. Further the
company has not provided us with the records pertaining to the requirements of the
Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015:

Reply:

The Company has duly provided records demonstrating its compliance with the SDD
requirements. Furthermore, the Company is in communication with the Exchange to resolve
the said technical matter, and necessary steps are being taken to rectify the status at the
earliest

3. In absence of management representation and other supporting; we do not comment whether
the company accepted any deposits within the meaning of section 73 to 76 or any other
relevant provisions of the Companies Act, 2013.

The Company has not accepted any deposits within the meaning of Section 73 to 76 of the
Companies Act, 2013, or any other relevant provisions thereof. All funds reflected in the books
pertain either to unsecured loans from directors, shareholders, or related parties, or trade
advances in the normal course of business. Necessary management representations and
supporting documents are available for verification.

4. According to the information and explanations given by the management, the Company does
not have an internal audit system commensurate with the size and nature of its business. No
reports of Internal Auditors for the period under audit were available for our consideration.

16. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of
the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arm''s length basis and
in the ordinary course of business and were in compliance with the applicable provisions of the Act and
the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions ("material RPTs") require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company at
www.earumpharma.com.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee
undertakes quarterly review of related party transactions entered into by the Company with its related
parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee
has granted omnibus approval in respect of transactions which are repetitive in nature, which may or
may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview
of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in
prescribed format with the Stock Exchanges.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material weaknesses
in the design or operations were observed. The Statutory Auditors of the Company also test the
effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI.
Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial
and financial reporting risks. The internal financial controls have been documented, digitized and
embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.

During the year no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	642.38
2.	Current Year''s Profit	751.93
3.	Amount of Securities Premium and other Reserves	900.00
4.	Deduction made during the year	37.50
Total		2256.82

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as
the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare- parts and Components Consumption	Nil	Nil

21. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND IOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

22. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems
to ensure compliance with its provisions and is in compliance with the same.

23. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman
of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors.
These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee
processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as
a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and
the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and individual
directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during challenging
times, cohesiveness amongst the Board Members, constructive relationship between the Board and the
Management, and the openness of the Management in sharing strategic information to enable Board
Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors. The exercise of performance evaluation was carried out
through a structured evaluation process covering various aspects of the Board functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback
from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

24. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company''s Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is required to review and
sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy.
The objective of the Policy is to conduct the business in an honest, transparent and in an ethical
manner. The policy provides for anti-bribery and avoidance of other corruption practices by the

employees of the Company.

25. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has
received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable
disclosures as required are provided in AS-18 which is forming the part of the notes to financial
statement.

27. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

Sr. No.	Name	Designation	DIN / PAN
1.	Mr. Manthan Rameshbhai Tilva2	Managing Director	10453462
2.	Mr. Sanket Ladani4	Non-Executive Director	10453446
3.	Mr. Akshay Talshibhai Sanepara6	Additional Non-Executive and Independent Director	10552630
4.	Mr. Vinod Rajabhai Bhadarka13	Additional Non-Executive and Independent Director	09829560
5.	Mr. Nitinkumar Ashokkumar Tomar3	Managing Director	10820263
6.	Mr. Krunal Desai5	Independent Director	10874142
7.	Ms. Vaishaliben Patel7	Additional Non-Executive and Independent Director	11027965
8.	Mr. Ankit Patel10	Additional Non-Executive and Independent Director	11027945
9.	Mr. Mayur Sureshkumar Vyas11	Additional Non-Executive and Independent Director	11027972
10.	Mr. Chinmay Shrikant Pradhan12	Managing Director	10753724
11.	Ms. Sangita Rajpurohit1	Company Secretary	CHIPR0064A
12.	Mr. Vaghasiya Brijeshkumar Mathurbhai7	Chief Financial Officer	AGOPV1784C
13.	Ms. Khyati Kanaiyalal Patel8	Non-Executive Non-Independent Director	10548061

¹ Ms. Sangita Rajpurohit was appointed as a Company Secretary and Compliance Officer of the company w.e.f. 4^th April, 2024 and had resigned w.e.f. 4^th
April, 2025.

² Mr. Manthan Rameshbhai Tilva had resigned as a Managing Director of the Company w.e.f. 9^ch November, 2024

³ Mr Nitinkumar Ashokkumar Tomar was appointed as a Managing Director cum chairperson of the company w.e.f. 9^ch November, 2024 and has changed
his designation to Non-executive Non-Independent Director cum chairperson of the Company w.e.f. 29^th March, 2025.

⁴ Mr. Sanket Ladani had resigned as Non- Executive Non-Independent Director of the company w.e.f. 18^th December,2024.

⁵ Mr. Krunal Desai was appointed as Additional Non-executive Non-Independent Director of the company w.e.f. 20^th December, 2024 and regularized as
Non-executive Non-Independent Director of the company w.e.f. 10^th January, 2025.

⁶ Mr Akshay Talshibhai Sanepara was regularized as Non-Executive Independent Director of the Company w.e.f. 24^th April, 2024 and had resigned w.e.f.
20^th March, 2025.

⁷. Mr. Vaghasiya BrijeshkumarMathurbhai was appointed Chief Financial Officer w.e.f. 24^thApril, 2024 and had resigned w.e.f. 20^th March, 2025.

⁸ Ms. Khyati Kanaiyalal Patel was regularized as Non-Executive Independent Director w.e.f. 24^th April, 2024 and had resigned as Non-Executive
Independent Director of the Company w.e.f. 1^st April, 2025

⁹ Ms. Vaishaliben Patel was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2025.

¹⁰ Mr. Ankit Patel was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2025.

¹¹ Mr Mayur Sureshkumar Vyas was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2025.

¹² Mr Chinmay Shrikant Pradhan was appointed as a Managing Director of the Company w.e.f. 29^th March, 2025.

¹³ Mr. Vinod Rajabhai Bhadarka had resigned as Non-Executive Independent Director of the company w.e.f. 20^th March, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of Directors
of the Company during the Financial Year 2024-25 and till the date of Board''s Report.

The following change took place from the end of the financial year till the date of this report in the Key
managerial Personnel (KMP) of the Company:

Sr. No	Name	Designation	DIN/PAN
1	Ms. Sangita Rajpurohit (Cessation: 04/04/2025)	Company Secretary	CHIPR0064A

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

28. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Ankit Patel, Mr. Mayur Sureshkumar Vyas, Ms. Vaishaliben Patel, Independent Directors of the
Company has confirmed to the Board that he meets the criteria of Independence as specified under
Section 149 (6) of the Companies Act, 2013 and he qualifies to be an Independent Director. They had also
confirmed that they meet the requirement of Independent Director as mentioned under Regulation 16 (1)
(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were
noted by the Board.

29. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding
compliance with the conditions of Corporate Governance are appended to the Annual Report as
Annexure - II.

30. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any
deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or
payment of interest during the financial year.

31. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried
the evaluation of its own performance, performance of Individual Directors, Board Committees, including
the Chairman of the Board on the basis of attendance, contribution towards development of the Business
and various other criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Thursday, 7^th September, 2024 the
performances of Executive and Non-Executive Directors were evaluated in terms of their contribution
towards the growth and development of the Company. The achievements of the targeted goals and the
achievements of the Expansion plans were too observed and evaluated, the outcome of which was
satisfactory for all the Directors of the Company.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report,
and provides the Company''s current working and future outlook as per Annexure I to this Report.

33. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s.
Jay Pandya & Associates, Practicing Company Secretaries, Ahmedabad (FRN: S2024GJ953300) as a
Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure III in Form
MR-3. The report of the Secretarial auditor has not made any adverse remark in their Audit Report
except:

34. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held
on 30^th May, 2024, 13^th August, 2024, 15^th October, 2024, 14^th November, 2024, 13^th December, 2024, 20^th
December, 2024, 17^th January, 2025, 28^th January, 2025, 20^th March, 2025 and 29^th March, 2025 and the
attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Khyati Kanaiyalal Patel6	Chairperson	10	10
Mr. Sanket Ladani7	Member	5	5
Mr. Vinod Rajabhai Bhadarka8	Member	9	9
Mr. Krunal Desai2	Member	5	5
Mr. Nitinkumar Ashokkumar Tomar1	Member	1	1
Ms. Vaishaliben Patel3	Chairperson	0	0
Mr. Ankit Patel4	Member	0	0
Mr. Mayur Sureshkumar Vyas5	Member	0	0

1. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of the audit Committee w.e.f. 18^th December, 2024 and resigned w.e.f.
20^th December, 2024.He was again appointed as member of the audit Committee w.e.f. 20^th March, 2025 and resigned again w.e.f. 29th
March, 2025.

2. Mr. Krunal Desai was appointed as member of audit committee w.ef. 12^th December, 2024 and resigned w.e.f. 29^th March, 2025.

3. Ms. Vaishaliben Patel was appointed as Chairperson of audit committee w.e.f. 29^th March, 2025.

4. Mr. Ankit Patel was appointed as member of audit committee w.e.f. 29^th March, 2025

5. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee w.ef 29^th March, 2025

6. Ms. Khyati Kanaiyalal Patel had resigned as Chairperson of audit committee w.ef 1^st April, 2025

7. Mr. Sanket Ladani had resigned as Member of audit committee w.e.f. 18^th December, 2024

8. Mr. Vinod Rajabhai Badharka had resigned as Member of audit committee w.ef 20^th March, 2025

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remunaration Committee:

During the year under review, meetings of members of committee as tabulated below, was held on , 4^th
April, 2024, 9^th November, 2024, 13^th December, 2024, 20^th December, 2024, 20^th March, 2025, 29^th
March, 2025 the attendance records of the members of the Committee are as follows:

1. Mr. Vinod Rajabhai Bhadarka was appointed as member of Committee w.e.f. 15^th March, 2024 and resigned w.e.f. 20^th March, 2025

2. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of Committee w.e.f. 20th March, 2025 and resigned w.ef 29^th March,

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Khyati Kanaiyalal Patel6	Chairman	6	6
Mr. Sanket Ladani5	Member	3	3
Mr. Akshay Talshibhai Sanepara3	Member	1	1
Mr. Krunal Desai4	Member	2	2
Mr. Vinod Rajabhai Bhadarka1	Member	5	5
Mr. Nitinkumar Ashokkumar Tomar2	Member	1	1
Ms. Vaishaliben Patel7	Chairperson	0	0
Mr. Ankit Patel8	Member	0	0
Mr. Mayur Sureskumar Vyas9	Member	0	0

2025

3. Mr. Akshay Talshibhai Sanepara was appointed as member of committee w.e.f. 18^th December, 2024 and resigned w.ef 20^th
December, 2024

4. Mr. Krunal Desai was appointed as member of committee w.ef. 20^th December, 2024 and resigned w.e.f. 29^th March, 2025.

5. Mr. Sanket Ladani had resigned as member of committee w.e.f. 18^th December, 2024

6. Mr. Khyati Kanaiyalal Patel had resigned as Member of committee w.e.f 1^st April, 2025

7. Ms. Vaishaliben Patel was appointed as Chairperson of audit committee w.e.f. 29^th March, 2025.

8. Mr. Ankit Patel was appointed as member of audit committee w.e.f. 29^th March, 2025

9. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee w.ef 29^th March, 2025

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as

tabulated below, was held on, 7^th September, 2024 20^th December, 2024 and 20^th March, 2025 and the
attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Sanket Ladani1	Chairperson	1	1
Ms. Khyati Kanaiyalal Patel6	Member	3	3
Mr. Vinod Rajabhai Bhadarka4	Member	3	3
Mr. Nitinkumar Ashokkumar Tomar5	Member	NA	NA
Mr. Akshay Talshibhai Sanepara2	Chairperson	NA	NA
Ms. Krunal Desai3	Chairperson	1	1
Mr. Ankit Patel8	Chairperson	NA	NA
Ms. Vaishaliben Patel7	Member	NA	NA
Mr. Mayur Sureshkumar Vyas9	Member	NA	NA

1. Mr. Sanket Ladani had resigned as chairperson of the committee w.e.f. 18^th December, 2024.

2. Mr. Akshay Talshibhai Sanepara was appointed as chairperson of the committee w.e.f. 18^th December, 2024 and resigned w.e.f. 20^th
December, 2024

3. Mr. Krunal Desai was appointed as chairperson of the committee w.ef. 20^th December, 2024 and resigned w.e.f. 29^th March, 2025

4. Mr. Vinod Rajabhai Bhadarka had resigned w.ef. 20^th March, 2025

5. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of committee w.ef 20^th March, 2024 and resigned w.e.f. 29^th March,
2025

6. Ms. Khya ti Kanaiyalal Patel had resigned as Mem ber of the comm i ttee w. e.f. 1^st Ap ril, 2025

7. Ms. Vaishaliben Patel was appointed as member of audit committee w.e.f. 29^th March, 2025.

8. Mr. Ankit Patel was appointed as chairperson of audit committee w.ef 29^th March, 2025

9. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee w.e.f. 29^th March, 2025

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT. 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during
the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review

37. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company
has established connectivity with both the Depositories i.e., National Securities Depository Limited
("NSDL") and Central Depository Services (India) Limited ("CDSL") and the Demat activation number
allotted to the Company is ISIN: INE060601031. Presently shares are held in electronic and physical
mode.

38. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
is not applicable to the Company.

39. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements
on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is
designed to create a high-performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the website of the
Company at www.earumpharma.com

40. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN
FROM BANKS AND FINANCIAL INSTITUTIONS:

The details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
is not applicable to the Company.

41. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers,
Customers and other business associates who have extended their valuable sustained support and
encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for
the commitment displayed by all executives, officers and staff at all levels of the Company. We look
forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

Block-B, Office No. 702, Dev Auram, Murae Organisor Limited

Anandnagar Char Rasta, Jodhpur (Formerly known as Earum Pharmaceuticals Limited)

Char Rasta, Ahmedabad, Gujarat,

India - 380 015

Sd/- Sd/-

Nitinkumar Ashokkumar Tomar Chinmay Shrikant Pradhan
Place: Ahmedabad Director Managing Director

Date: 8^th February, 2025 DIN: 10820263 DIN: 10753724

---

Mar 31, 2025

Your Directors are pleased to present the 13^th Board''s Report on the Business and Operations of the
Company together with the Audited Financial Statement and the Auditor''s Report for the Financial Year
ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 is
summarized as below:

Particulars	2024-25	2023-24
Revenue from Operations	85482.18	320.22
Other Income	0.00	85.95
Total Revenue	85482.18	406.17
Total Expenses	84479.25	398.81
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	1,003.37	13.26
Less: Depreciation / Amortization / Impairment	0.44	5.90
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	1002.93	7.36
Add / Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	1002.93	7.36
Less: Tax Expense
Current Tax	251.00	2.05
Deferred Tax	0.00	0.00
Profit / Loss for the Period	751.93	5.31
Earnings Per Share (EPS)
Basic	0.04	0.00
Diluted	0.04	0.00

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 85482.18 Lakhs compared to the total revenue of Rs.
406.17 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial
Year 2024-25 of Rs. 1002.93 Lakhs as compared to Profit before tax of Rs. 7.36 Lakhs of previous
Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 751.93 Lakhs as against Net Profit
after tax of Rs. 5.31 Lakhs of previous Financial Year. The Directors are continuously looking for the new
avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, the company has changed its segment from Pharmaceuticals Trading to
Trading in Agriculture activities.

4. SHARE CAPITAL:

A. Authorised share capital:

During the year under review, The Company has increased the Authorised Share Capital from
the existing Rs. 1.40,00,00,000/ - (Rupees One Hundred and Forty Crores Only) divided into

70.00. 00.000 (Seventy Crores) Equity Shares of Rs. 2.00/- (Rupees Two Only) each to Rs.

1.90.00. 00.000/- (Rupees One Hundred and Ninety Crores Only) divided into 95,00,00,000
(Ninety-Five Crores) Equity Shares of Rs. 2.00/- (Rupees Two Only) each ranking pari passu in
all respect with the Existing Equity Shares of the Company in Extra Ordinary General Meeting
held on 10^th January, 2025.

After the Clouser of Financial Year, The Company has approved Split/ Sub-division of Equity
Shares of the Company from face value of Rs. 2.00/- (Rupees Two Only) each to face value of Re.
1.00/- (Rupee One Only) each through the Postal Ballot Commence on 30^th April, 2025 and
ended on 29^th May, 2025

The authorized share capital of the Company as on 31^st March, 2025 is 1,90,00,00,000/-
(Rupees One Hundred and Ninety Crores Only) divided into 95,00,00,000 (Ninety-Five Crores)
Equity Shares of Rs. 2.00/- (Rupees Two Only)

B. Paid-up share capital:

During the year the Company has allotted 44,99,99,998 (Forty-Four Crores Ninety-Nine Lakhs
Ninety-Nine Thousand Nine Hundred and Ninety-Eight) Equity shares pursuant to conversion
of warrants into Equity shares on Preferential basis having face value of Rs. 2.00/- (Rupees Two
Only) each, at an issue price of Rs. 2.02/- (Rupees Two and Twenty Paisa Only) per share
(including Premium of Rs. 0.20/- {Rupee Twenty Paisa Only} per share) in the Board Meeting
held on 24^th August, 2024.

During the year the Rights Issue Committee of Directors of the Company has allotted
23,23,70,539 (Twenty-three Crores Twenty-three Lakhs Seventy Thousand Five Hundred and
Thirty-nine) Equity shares on Right basis having face value of Rs. 2.00/- (Rupees Two Only)
each, at an issue price of Rs. 2.00/- (Rupees Two Only) per share in their Meeting held on 17th
January, 2025.

The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 1,85,89,64,310/-
(Rupees One Hundred Eighty-Five Crores Eighty-nine Lakhs Sixty-four Thousand Three
Hundred and Ten Only) divided into 1,85,89,64,310 (One Hundred Eighty-Five Crores Eighty-
nine Lakhs Sixty-four Thousand Three Hundred and Ten) divided into 92,94,82,155 (Ninety-
Two Crores Ninety Four Lakhs Eighty Two Thousand One Hundred and Fifty Five ) Equity
Shares of Rs. 2.00/- (Rupees Two Only)

After the Clouser of Financial Year, Company has Issue of bonus shares in the ratio of 1:10 i.e.,
1(One) new fully paid-up equity share of ^ 1/- (Rupee One Only) each for every 10 (Ten)
existing fully paid-up equity share of ^ 1/- (Rupee One Only) each through the Postal Ballot
Commence on 24^th June, 2025 and ended on 23^rd July, 2025

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund
("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid
Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to
the said account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.

7. TRANSFER TO OTHER EQUITY:

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and
loss account of the Company under Reserves and Surplus.

8. WEBLINK ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025
is available on the Company''s website at www.earumpharma.com.

9. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

• Approval of Split/ Sub-division of Equity Shares:

The Company has approved Split/ Sub-division of Equity Shares of the Company from face value of
Rs. 2.00/- each to face value of Re. 1.00/- each in the Extra-ordinary General Meeting held on 30^th
May, 2025, and Stock exchange has approved on 11^th June, 2025 and Trading of Equity Shares has
been resumed w.e.f. 11^th June, 2025. Consequently, altered the Authorised Share Capital and Paid-up
Share Capital in the following manner:

A. The authorized share capital of the Company is Rs. 1,90,00,00,000/- (Rupees One Hundred and
Ninety Crores Only) divided into 1,90,00,00,000 (One Hundred and Ninety Crores) Equity Shares of
Rs. 1.00/- (Rupee One Only) each.

B. The Paid-up Share Capital of the Company is Rs. 1,85,89,64,310/- (Rupees One Hundred Eighty-
Five Crores Eighty-nine Lakhs Sixty-four Thousand Three Hundred and Ten Only) divided into
1,85,89,64,310 (One Hundred Eighty-Five Crores Eighty-nine Lakhs Sixty-four Thousand Three
Hundred and Ten) equity shares of Re. 1.00/- (Rupee One Only) each.

• Allotment of Equity Shares on Preferential basis:

During the year, on 24^th August, 2025, the company, vide its Board Meeting, had allotted
44,99,99,998 (Forty-four Crore Ninety-nine Lakhs Ninety-nine Thousand Nine Hundred and Ninety-
eight) fully paid-up equity shares of face value Rs. 2 (Rupees Two Only) each per equity share, at a
price of Rs. 2.20/- (Rupees Two and Twenty Paisa Only) per equity share (at Premium), aggregating
to Rs. 98,99,99,996 (Ninety-eight Crore Ninety-nine Lakhs Ninety-nine Thousand Nine Hundred and
Ninety-six Only).

Consequently, the paid-up equity share capital of the Company had increased from Rs. 49,42,23,236
(Forty-nine Crores Forty-two Lakhs Twenty-three Thousand Two Hundred and Thirty-six Only) to
Rs. 1,39,42,23,232/- (Rupees One Hundred Thirty-nine Crores Forty-two Lakhs Twenty-three
Thousand Two Hundred and Thirty-two Only).

• Allotment of Equity shares on Rights basis:

During the year, on 17^th January, 2025, the company, vide its Board Meeting, had allotted
23,23,70,539 (Twenty-three Crores Twenty-three Lakhs Seventy Thousand Five Hundred and
Thirty-nine) fully paid-up equity shares of face value Rs. 2.00/- (Rupees Two Only) each per equity
share, at a price of Rs. 2.00/- (Rupees Two Only) per equity share (at Par), aggregating to Rs.
46,47,41,078 (Forty-six Crores Forty-seven Lakhs Forty-one Thousand and Seventy-eight Only).

Consequently, the paid-up equity share capital of the Company had increased from Rs.
1,39,42,23,232/- (Rupees One Hundred Thirty-nine Crores Forty-two Lakhs Twenty-three Thousand
Two Hundred and Thirty-two Only) to Rs. 1,85,89,64,310/- (Rupees One Hundred Eighty-Five
Crores Eighty-nine Lakhs Sixty-four Thousand Three Hundred and Ten Only).

• Allotment of Equity shares on Bonus basis

After the Clouser of Financial Year, Company has Issue of bonus shares in the ratio of 1:10 i.e.,
1(One) new fully paid-up equity share of ^ 1/- (Rupee One Only) each for every 10 (Ten) existing
fully paid-up equity share of ^ 1/- (Rupee One Only) each through the Postal Ballot Commence on
24^th June, 2025 and ended on 23^rd July, 2025

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would
impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two
meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the
Board Matters.

During the year under the review, the Board of Directors met 20 (Twenty) times viz. 4^th April, 2024, 29^th
May, 2024, 30^th May, 2024, 29^th June, 2024, 5^th July, 2024, 8^th July, 2024, 19^th July, 2024, 12^th August, 2024,
13^th August, 2024, 24^th August, 2024, 7^th September, 2024, 15^th October, 2024, 9^th November, 2024, 14^th
November, 2024, 13^th December, 2024, 20^th December, 2024, 17^th January, 2025, 28^th January, 2025, 13^th
February, 2025, 29^th March, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to
the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards have been followed and there is no material departure from the same;

b. 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 financial year and of the profit of the Company for the
financial year ended on 31^st March, 2025.

c The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

f. 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.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year the Company is covered under the criteria of the provision of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and
therefore it is mandatory to comply with the same.

The Company has formed the CSR Committee as per the Section 135 of the Companies Act, 2013. On
recommendation of CSR Committee, the Board of Directors of the Company has approved the CSR Policy
which is available on the website of the Company i.e. www.earumpharma.com.

14. STATUTORY AUDITOR AND AUDITOR''S REPORT:

The Members of the Company at the Extra-ordinary General Meeting held on 10^th January, 2025,
approved the appointment of M/s. Parin Patwari & Co., Chartered Accountants (FRN: 154571W) as the
Statutory Auditors of the Company for the Financial Year 2024-25. The report issued by Statutory
Auditors for financial year 2024-25 does not contain any qualifications or adverse remarks.

15. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditor''s Report:

The statutory Auditor of the Company has included the following qualifications in their Audit
Report for the Financial Year 2024-2025:

1. The company has unsecured loans amounting to ^21,275.11 Lacs. Management has not
charged interest on these loans, and relevant agreements along with cross-confirmations are
not available. In the absence of valid agreements and necessary confirmations, the accuracy of
the balances and their interest-free status could not be verified, potentially impacting the fair
presentation of liabilities and interest expenses.

The unsecured loans amounting to Rs. 21,275.11 Lakhs have been availed purely for meeting
the business and operational requirements of the Company. These borrowings have been
extended by related parties/associates for supporting the overall business activities without
any expectation of interest. Hence, the nature of these loans is interest-free and no interest
has been charged or accrued in the books of accounts.

It may further be noted that the Company has neither incurred any obligation to pay interest
nor entered into any arrangement for such payments in respect of these loans. The
management has ensured that the classification and presentation of these borrowings under
unsecured loans is accurate and in accordance with the applicable accounting standards and
statutory requirements.

The relevant agreements and supporting documents with respect to these loans have already
been compiled and forwarded to our Chartered Accountant for their verification, review, and
record-keeping purposes. This step has been taken to ensure transparency and compliance in
the reporting of these liabilities.

Accordingly, the balances reflected in the financial statements are correct, and the interest-
free status of these unsecured loans stands duly substantiated. The Company is committed to
maintaining proper documentation and ensuring that all such transactions are fairly
presented in the books of accounts.

2. Balance of GST Credit Payable ^236.64 Lacs pending for GST reconciliation. Reconciliation
with the GST Online Portal has not been carried out, affecting the accuracy of GST Input Credit
and the liability towards the government.

Reply:

With respect to the observation regarding the balance of GST credit payable of Rs. 236.64
Lakhs, we would like to clarify that at the time of audit review, the reconciliation process with
the GST online portal was under progress. Consequently, certain differences were appearing
temporarily between the books of accounts and the portal figures.

Subsequently, a detailed reconciliation exercise has been carried out, covering all relevant
input credits, outward liabilities, and adjustments. After completing this process, we confirm
that the GST credit balances as per the company''s books are now fully aligned with the
balances reflected on the GST portal.

Hence, there is no mismatch in the records, and the company''s claim of GST input credit as
well as the liability towards the Government stands true and fairly presented in the financial
statements.

3. The company has trade payables amounting to ^19502.20 Lacs; however, the bifurcation of
Micro, Small, and Medium Enterprises (MSME) creditors has not been provided. Non¬
disclosure of MSME classification contravenes the Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006, impacting regulatory compliance and financial
transparency.

Reply:

With reference to the observation regarding trade payables amounting to Rs. 19502.20 Lakhs
and the bifurcation of creditors under the Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006, we wish to clarify that at the time of audit, the classification details from
the respective vendors were not fully available. Since the confirmation of MSME status is
dependent on declarations and registrations furnished by suppliers, there was a delay in
obtaining the same from certain parties.

The management has already initiated the process of collecting the necessary MSME
declarations/registrations from all vendors to ensure proper classification between MSME
and non-MSME creditors. Once such details are fully received and verified, the same will be
appropriately disclosed in the financial statements in compliance with the provisions of the

MSMED Act, 2006.

We further confirm that the Company is committed to full regulatory compliance and financial
transparency. The matter is being given due priority, and future disclosures will contain the
requisite bifurcation of trade payables into MSME and non-MSME categories in accordance
with statutory requirements.

4. Advances to suppliers of ^6775.68 Lacs remain unconfirmed. Absence of confirmations from
these suppliers affects the reliability of liabilities disclosed in the financial statements.

Reply:

With reference to the observation regarding advances to suppliers amounting to Rs. 6775.68
Lakhs, we would like to clarify that at the time of audit, the process of obtaining balance
confirmations and execution of formal agreements with certain suppliers was pending. As a
result, confirmations could not be obtained and submitted during the audit review.

However, the advances have been made in the normal course of business towards
procurement of goods and services, and the same are duly supported by underlying
transactions, purchase orders, and other documentary evidence available with the Company.
The management is in continuous follow-up with the concerned suppliers to obtain written
confirmations and agreements to ensure completeness of records.

We further confirm that these advances are genuine business transactions, appropriately
recorded in the books of accounts, and there is no misstatement in the liabilities disclosed in
the financial statements. The Company is committed to strengthening its documentation
process and ensuring that all supplier confirmations are obtained on a timely basis in future.

5. A loan/advances amounting to ^28,367.23 Lacs remains unconfirmed to certain parties. The
absence of loan confirmations impacts the reliability of Advances/ Receivables and financial
disclosures.

Reply:

With reference to the observation regarding loans/advances amounting to Rs. 28,367.23
Lakhs remaining unconfirmed, we would like to clarify that at the time of audit, the process of
obtaining confirmations from certain parties was still pending. Due to this, the confirmations
could not be presented during the course of audit.

However, we confirm that these loans/advances have been granted in the ordinary course of
business and are duly supported by the underlying records, agreements, and relevant
documentation available with the Company. The balances have been correctly recorded in the
books of accounts, and there is no misstatement in their presentation.

The management is in regular follow-up with the concerned parties to obtain written
confirmations in order to further strengthen the documentation and compliance process. We
assure that necessary steps are being taken to ensure timely confirmations in the future,
thereby enhancing the reliability of financial disclosures.

6. We are in receipt of certain sales invoices; however, they are not supported with E-Way bills,
Delivery Challans, or Transportation details. In the absence of these critical documents, we
are unable to verify the genuineness of the transactions.

Reply:

The Company is engaged purely in trading activities wherein goods are directly supplied by
our suppliers to the customers. Accordingly, the Company does not maintain any stock in
hand nor require ownership/lease of any godown or warehouse facilities. This business
model is based on "direct dispatch" from supplier to customer, which eliminates the need for
physical storage of inventory by the Company.

Further, contrary to the observation, the Company has already provided to the auditors all
available supporting documents such as sales invoices, purchase invoices, and delivery notes
evidencing the movement of goods. Since the transactions are on a direct-trading basis,
separate Goods Inward Reports are not generated at the Company''s end.

We reiterate that all trading transactions are genuine and duly supported by invoices and
delivery documentation. The management remains committed to providing any additional
supporting papers, wherever required, to substantiate the nature of operations and to ensure
complete transparency in reporting.

7. With respect to purchases, the company has not provided Goods Inward Reports. Further, the
company does not own or lease any godown facilities, raising concerns over the storage of
inventory. Management claims that the goods are traded directly from suppliers to customers
without being held in the company''s possession; however, in the absence of evidence, we are
unable to verify this assertion.

Reply:

The Company is engaged purely in trading activities wherein goods are directly supplied by
our suppliers to the customers. Accordingly, the Company does not maintain any stock in
hand nor require ownership/lease of any godown or warehouse facilities. This business
model is based on "direct dispatch" from supplier to customer, which eliminates the need for
physical storage of inventory by the Company.

Further, contrary to the observation, the Company has already provided to the auditors all
available supporting documents such as sales invoices, purchase invoices, and delivery notes
evidencing the movement of goods. Since the transactions are on a direct-trading basis,
separate Goods Inward Reports are not generated at the Company''s end.

We reiterate that all trading transactions are genuine and duly supported by invoices and
delivery documentation. The management remains committed to providing any additional
supporting papers, wherever required, to substantiate the nature of operations and to ensure
complete transparency in reporting.

Secretarial Auditor''s Report:

1. The Company has not provided us with the proof of Publication of Newspaper Advertisement
published for the Financials for the quarter ended 30^th September, 2024:

Reply:

The Board clarifies that the newspaper advertisements for the mentioned financial periods
were duly published. However, during cross-verification with the auditors, the copies were
inadvertently misplaced. Efforts are underway to retrieve the archived copies from the
publishers for record submission.

The Company is making efforts to retrieve the archived copies from the respective publication
Houses and will submit them for record as soon as they are available.

2. The Status of the Company shows as SDD-non compliant on the BSE Portal. Further the
company has not provided us with the records pertaining to the requirements of the
Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015:

Reply:

The Company has duly provided records demonstrating its compliance with the SDD
requirements. Furthermore, the Company is in communication with the Exchange to resolve
the said technical matter, and necessary steps are being taken to rectify the status at the
earliest

3. In absence of management representation and other supporting; we do not comment whether
the company accepted any deposits within the meaning of section 73 to 76 or any other
relevant provisions of the Companies Act, 2013.

The Company has not accepted any deposits within the meaning of Section 73 to 76 of the
Companies Act, 2013, or any other relevant provisions thereof. All funds reflected in the books
pertain either to unsecured loans from directors, shareholders, or related parties, or trade
advances in the normal course of business. Necessary management representations and
supporting documents are available for verification.

4. According to the information and explanations given by the management, the Company does
not have an internal audit system commensurate with the size and nature of its business. No
reports of Internal Auditors for the period under audit were available for our consideration.

16. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of
the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arm''s length basis and
in the ordinary course of business and were in compliance with the applicable provisions of the Act and
the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions ("material RPTs") require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company at
www.earumpharma.com.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee
undertakes quarterly review of related party transactions entered into by the Company with its related
parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee
has granted omnibus approval in respect of transactions which are repetitive in nature, which may or
may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview
of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in
prescribed format with the Stock Exchanges.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material weaknesses
in the design or operations were observed. The Statutory Auditors of the Company also test the
effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI.
Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial
and financial reporting risks. The internal financial controls have been documented, digitized and
embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.

During the year no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	642.38
2.	Current Year''s Profit	751.93
3.	Amount of Securities Premium and other Reserves	900.00
4.	Deduction made during the year	37.50
Total		2256.82

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as
the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare- parts and Components Consumption	Nil	Nil

21. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND IOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

22. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems
to ensure compliance with its provisions and is in compliance with the same.

23. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman
of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors.
These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee
processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as
a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and
the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and individual
directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during challenging
times, cohesiveness amongst the Board Members, constructive relationship between the Board and the
Management, and the openness of the Management in sharing strategic information to enable Board
Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors. The exercise of performance evaluation was carried out
through a structured evaluation process covering various aspects of the Board functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback
from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

24. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company''s Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is required to review and
sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy.
The objective of the Policy is to conduct the business in an honest, transparent and in an ethical
manner. The policy provides for anti-bribery and avoidance of other corruption practices by the

employees of the Company.

25. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has
received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable
disclosures as required are provided in AS-18 which is forming the part of the notes to financial
statement.

27. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

Sr. No.	Name	Designation	DIN / PAN
1.	Mr. Manthan Rameshbhai Tilva2	Managing Director	10453462
2.	Mr. Sanket Ladani4	Non-Executive Director	10453446
3.	Mr. Akshay Talshibhai Sanepara6	Additional Non-Executive and Independent Director	10552630
4.	Mr. Vinod Rajabhai Bhadarka13	Additional Non-Executive and Independent Director	09829560
5.	Mr. Nitinkumar Ashokkumar Tomar3	Managing Director	10820263
6.	Mr. Krunal Desai5	Independent Director	10874142
7.	Ms. Vaishaliben Patel7	Additional Non-Executive and Independent Director	11027965
8.	Mr. Ankit Patel10	Additional Non-Executive and Independent Director	11027945
9.	Mr. Mayur Sureshkumar Vyas11	Additional Non-Executive and Independent Director	11027972
10.	Mr. Chinmay Shrikant Pradhan12	Managing Director	10753724
11.	Ms. Sangita Rajpurohit1	Company Secretary	CHIPR0064A
12.	Mr. Vaghasiya Brijeshkumar Mathurbhai7	Chief Financial Officer	AGOPV1784C
13.	Ms. Khyati Kanaiyalal Patel8	Non-Executive Non-Independent Director	10548061

¹ Ms. Sangita Rajpurohit was appointed as a Company Secretary and Compliance Officer of the company w.e.f. 4^th April, 2024 and had resigned w.e.f. 4^th
April, 2025.

² Mr. Manthan Rameshbhai Tilva had resigned as a Managing Director of the Company w.e.f. 9^ch November, 2024

³ Mr Nitinkumar Ashokkumar Tomar was appointed as a Managing Director cum chairperson of the company w.e.f. 9^ch November, 2024 and has changed
his designation to Non-executive Non-Independent Director cum chairperson of the Company w.e.f. 29^th March, 2025.

⁴ Mr. Sanket Ladani had resigned as Non- Executive Non-Independent Director of the company w.e.f. 18^th December,2024.

⁵ Mr. Krunal Desai was appointed as Additional Non-executive Non-Independent Director of the company w.e.f. 20^th December, 2024 and regularized as
Non-executive Non-Independent Director of the company w.e.f. 10^th January, 2025.

⁶ Mr Akshay Talshibhai Sanepara was regularized as Non-Executive Independent Director of the Company w.e.f. 24^th April, 2024 and had resigned w.e.f.
20^th March, 2025.

⁷. Mr. Vaghasiya BrijeshkumarMathurbhai was appointed Chief Financial Officer w.e.f. 24^thApril, 2024 and had resigned w.e.f. 20^th March, 2025.

⁸ Ms. Khyati Kanaiyalal Patel was regularized as Non-Executive Independent Director w.e.f. 24^th April, 2024 and had resigned as Non-Executive
Independent Director of the Company w.e.f. 1^st April, 2025

⁹ Ms. Vaishaliben Patel was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2025.

¹⁰ Mr. Ankit Patel was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2025.

¹¹ Mr Mayur Sureshkumar Vyas was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2025.

¹² Mr Chinmay Shrikant Pradhan was appointed as a Managing Director of the Company w.e.f. 29^th March, 2025.

¹³ Mr. Vinod Rajabhai Bhadarka had resigned as Non-Executive Independent Director of the company w.e.f. 20^th March, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of Directors
of the Company during the Financial Year 2024-25 and till the date of Board''s Report.

The following change took place from the end of the financial year till the date of this report in the Key
managerial Personnel (KMP) of the Company:

Sr. No	Name	Designation	DIN/PAN
1	Ms. Sangita Rajpurohit (Cessation: 04/04/2025)	Company Secretary	CHIPR0064A

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

28. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Ankit Patel, Mr. Mayur Sureshkumar Vyas, Ms. Vaishaliben Patel, Independent Directors of the
Company has confirmed to the Board that he meets the criteria of Independence as specified under
Section 149 (6) of the Companies Act, 2013 and he qualifies to be an Independent Director. They had also
confirmed that they meet the requirement of Independent Director as mentioned under Regulation 16 (1)
(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were
noted by the Board.

29. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding
compliance with the conditions of Corporate Governance are appended to the Annual Report as
Annexure - II.

30. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any
deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or
payment of interest during the financial year.

31. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried
the evaluation of its own performance, performance of Individual Directors, Board Committees, including
the Chairman of the Board on the basis of attendance, contribution towards development of the Business
and various other criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Thursday, 7^th September, 2024 the
performances of Executive and Non-Executive Directors were evaluated in terms of their contribution
towards the growth and development of the Company. The achievements of the targeted goals and the
achievements of the Expansion plans were too observed and evaluated, the outcome of which was
satisfactory for all the Directors of the Company.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report,
and provides the Company''s current working and future outlook as per Annexure I to this Report.

33. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s.
Jay Pandya & Associates, Practicing Company Secretaries, Ahmedabad (FRN: S2024GJ953300) as a
Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure III in Form
MR-3. The report of the Secretarial auditor has not made any adverse remark in their Audit Report
except:

34. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held
on 30^th May, 2024, 13^th August, 2024, 15^th October, 2024, 14^th November, 2024, 13^th December, 2024, 20^th
December, 2024, 17^th January, 2025, 28^th January, 2025, 20^th March, 2025 and 29^th March, 2025 and the
attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Khyati Kanaiyalal Patel6	Chairperson	10	10
Mr. Sanket Ladani7	Member	5	5
Mr. Vinod Rajabhai Bhadarka8	Member	9	9
Mr. Krunal Desai2	Member	5	5
Mr. Nitinkumar Ashokkumar Tomar1	Member	1	1
Ms. Vaishaliben Patel3	Chairperson	0	0
Mr. Ankit Patel4	Member	0	0
Mr. Mayur Sureshkumar Vyas5	Member	0	0

1. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of the audit Committee w.e.f. 18^th December, 2024 and resigned w.e.f.
20^th December, 2024.He was again appointed as member of the audit Committee w.e.f. 20^th March, 2025 and resigned again w.e.f. 29th
March, 2025.

2. Mr. Krunal Desai was appointed as member of audit committee w.ef. 12^th December, 2024 and resigned w.e.f. 29^th March, 2025.

3. Ms. Vaishaliben Patel was appointed as Chairperson of audit committee w.e.f. 29^th March, 2025.

4. Mr. Ankit Patel was appointed as member of audit committee w.e.f. 29^th March, 2025

5. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee w.ef 29^th March, 2025

6. Ms. Khyati Kanaiyalal Patel had resigned as Chairperson of audit committee w.ef 1^st April, 2025

7. Mr. Sanket Ladani had resigned as Member of audit committee w.e.f. 18^th December, 2024

8. Mr. Vinod Rajabhai Badharka had resigned as Member of audit committee w.ef 20^th March, 2025

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remunaration Committee:

During the year under review, meetings of members of committee as tabulated below, was held on , 4^th
April, 2024, 9^th November, 2024, 13^th December, 2024, 20^th December, 2024, 20^th March, 2025, 29^th
March, 2025 the attendance records of the members of the Committee are as follows:

1. Mr. Vinod Rajabhai Bhadarka was appointed as member of Committee w.e.f. 15^th March, 2024 and resigned w.e.f. 20^th March, 2025

2. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of Committee w.e.f. 20th March, 2025 and resigned w.ef 29^th March,

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Khyati Kanaiyalal Patel6	Chairman	6	6
Mr. Sanket Ladani5	Member	3	3
Mr. Akshay Talshibhai Sanepara3	Member	1	1
Mr. Krunal Desai4	Member	2	2
Mr. Vinod Rajabhai Bhadarka1	Member	5	5
Mr. Nitinkumar Ashokkumar Tomar2	Member	1	1
Ms. Vaishaliben Patel7	Chairperson	0	0
Mr. Ankit Patel8	Member	0	0
Mr. Mayur Sureskumar Vyas9	Member	0	0

2025

3. Mr. Akshay Talshibhai Sanepara was appointed as member of committee w.e.f. 18^th December, 2024 and resigned w.ef 20^th
December, 2024

4. Mr. Krunal Desai was appointed as member of committee w.ef. 20^th December, 2024 and resigned w.e.f. 29^th March, 2025.

5. Mr. Sanket Ladani had resigned as member of committee w.e.f. 18^th December, 2024

6. Mr. Khyati Kanaiyalal Patel had resigned as Member of committee w.e.f 1^st April, 2025

7. Ms. Vaishaliben Patel was appointed as Chairperson of audit committee w.e.f. 29^th March, 2025.

8. Mr. Ankit Patel was appointed as member of audit committee w.e.f. 29^th March, 2025

9. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee w.ef 29^th March, 2025

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as

tabulated below, was held on, 7^th September, 2024 20^th December, 2024 and 20^th March, 2025 and the
attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Sanket Ladani1	Chairperson	1	1
Ms. Khyati Kanaiyalal Patel6	Member	3	3
Mr. Vinod Rajabhai Bhadarka4	Member	3	3
Mr. Nitinkumar Ashokkumar Tomar5	Member	NA	NA
Mr. Akshay Talshibhai Sanepara2	Chairperson	NA	NA
Ms. Krunal Desai3	Chairperson	1	1
Mr. Ankit Patel8	Chairperson	NA	NA
Ms. Vaishaliben Patel7	Member	NA	NA
Mr. Mayur Sureshkumar Vyas9	Member	NA	NA

1. Mr. Sanket Ladani had resigned as chairperson of the committee w.e.f. 18^th December, 2024.

2. Mr. Akshay Talshibhai Sanepara was appointed as chairperson of the committee w.e.f. 18^th December, 2024 and resigned w.e.f. 20^th
December, 2024

3. Mr. Krunal Desai was appointed as chairperson of the committee w.ef. 20^th December, 2024 and resigned w.e.f. 29^th March, 2025

4. Mr. Vinod Rajabhai Bhadarka had resigned w.ef. 20^th March, 2025

5. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of committee w.ef 20^th March, 2024 and resigned w.e.f. 29^th March,
2025

6. Ms. Khya ti Kanaiyalal Patel had resigned as Mem ber of the comm i ttee w. e.f. 1^st Ap ril, 2025

7. Ms. Vaishaliben Patel was appointed as member of audit committee w.e.f. 29^th March, 2025.

8. Mr. Ankit Patel was appointed as chairperson of audit committee w.ef 29^th March, 2025

9. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee w.e.f. 29^th March, 2025

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT. 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during
the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review

37. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company
has established connectivity with both the Depositories i.e., National Securities Depository Limited
("NSDL") and Central Depository Services (India) Limited ("CDSL") and the Demat activation number
allotted to the Company is ISIN: INE060601031. Presently shares are held in electronic and physical
mode.

38. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
is not applicable to the Company.

39. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements
on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is
designed to create a high-performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the website of the
Company at www.earumpharma.com

40. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN
FROM BANKS AND FINANCIAL INSTITUTIONS:

The details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
is not applicable to the Company.

41. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers,
Customers and other business associates who have extended their valuable sustained support and
encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for
the commitment displayed by all executives, officers and staff at all levels of the Company. We look
forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

Block-B, Office No. 702, Dev Auram, Murae Organisor Limited

Anandnagar Char Rasta, Jodhpur (Formerly known as Earum Pharmaceuticals Limited)

Char Rasta, Ahmedabad, Gujarat,

India - 380 015

Sd/- Sd/-

Nitinkumar Ashokkumar Tomar Chinmay Shrikant Pradhan
Place: Ahmedabad Director Managing Director

Date: 8^th February, 2025 DIN: 10820263 DIN: 10753724

---

Mar 31, 2024

Your Directors are pleased to present the 12^th Board''s Report on the Business and Operations of
the Company together with the Audited Financial Statement and the Auditor’s Report for the
Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 is
summarized as below:

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from Operations	254.33	1409.25
Other Income	151.85	226.25
Total Revenue	406.18	1635.50
Total Expenses	398.92	1355.98
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	13.26	289.91
Less: Depreciation / Amortization / Impairment	5.90	10.39
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	7.36	279.52
Add / Less: Exceptional and Extra Ordinary Items	0	0
Profit / Loss before Tax Expenses	7.36	279.52
Less: Tax Expense
Current Tax	2.05	81.40
Deferred Tax	0	0
Profit / Loss for the Period	5.31	198.12

2. OPERATIONS:

Total revenue from operations for Financial Year 2023-24 is Rs. 254.33 Lakhs compared to the
total revenue from operations of Rs. 1409.25 Lakhs of previous Financial Year. The Company
has incurred Profit before tax for the Financial Year 20223-24 of Rs. 7.36 Lakhs as compared to
Profit before tax of Rs. 279.52 Lakhs of previous Financial Year. Net Profit after Tax for the
Financial Year 2023-24 is Rs. 5.31 Lakhs as against Net Profit after tax of Rs. 198.12 Lakhs of
previous Financial Year. The Directors are continuously looking for the new avenues for future
growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IFANY

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2024 is available on the Company’s website www.earumpharma.com.

5. BONUS ISSUE:

In the Financial Year 2023-24 Company has not issued bonus shares to the member of the
company

6. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2024 is Rs. 62,35,00,000/-
(Rupees Sixty-two Crores Thirty-five Lakhs Only) divided into 31,17,50,000 (Thirty-one Crores
Seventeen Lakhs Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two Only) each.

Further, the Company has increased the Authorised Share Capital from the existing Rs.

62.35.00. 000/- (Rupees Sixty-Two Crores Thirty-Five Lakhs Only) divided into 31,17,50,000/-
(Thirty-One Crores Seventeen Lakhs and Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two
Only) each to Rs. 140,00,00,000/- (Rupees One Hundred and Forty Crores Only) divided into

70.00. 00.000 (Seventy Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each ranking pari
passu in all respect with the Existing Equity Shares of the Company in Extra Ordinary General
Meeting held on 24^th April, 2024

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2024is Rs. 12,33,58,200/- (Rupees
Twelve Crores Thirty-three Lakhs Fifty-eight Thousand Two Hundred Only) divided into
6,16,79,100 (Six Crores Sixteen Lakhs Seventy-Nine Thousand One Hundred) equity shares of
Rs. 2/- (Rupees Two Only) each.

7. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do
not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid
or unclaimed for a period of seven years shall be transferred to the Investor Education and
Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed
dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of
transfer of such unpaid dividend to the said account. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund.

9. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to
profit and loss account of the Company under Reserves and Surplus.

10. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2024 is available on the Company’s website at www.earumpharma.com

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF
THE REPORT:

During the year, on 20^th June, 2023, the company, vide its Board Meeting, had allotted
18,54,32,518 (Eighteen Crore Fifty-four Lakhs Thirty-two Thousand Five Hundred and
Eighteen) fully paid up equity shares of face value 2 (Two) each per equity share, at a price of

Rs. 2 per equity share (at par), aggregating to Rs. 37,08,65,036(Thirty-seven Crore Eight Lakhs
Sixty-five Thousand Thirty-six Only).

Consequently, the paid-up equity share capital of the Company had increased from Rs.
12,33,58,200 (Rs Twelve Crore Thirty-three Lakhs Fifty-Eight thousand two hundred Only) to
Rs. 49,42,23,236/- (Rupees Forty-nine Crores Forty-two Lakhs Twenty-three Thousand Two
Hundred and Thirty-six Only).

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company’s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 19 (Nineteen) times viz. 19^th April,
2023, 23^rd May, 2023, 29¹ May, 2023, 20¹ June, 2023, 26¹ June, 2023, 14¹ July, 2023, 21¹ July,
2023, 28^th July, 2023, 8^th August, 2023, 14^th August, 2023, 23^rd August, 2023, 30^th September,
2023, 9^th December, 2023, 5^th January, 2024, 30^th January, 2024, 9^th February, 2024, 14^th
February, 2024, 15^th March, 2024, 29^th March, 2024.

13. DIRECTORS RESPONSIBILITYSTATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies
Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the
applicable accounting standards have been followed and there is no material departure
from the same;

b. 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 financial year and of the profit of
the Company for the financial year ended on 31^st March, 2024.

c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

f. 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.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as
the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral
part of this Report, as per Annexure - 1.

16. SHIFTING OF REGISTERED OFFICE OF THE COMPANY WITHIN LOCAL LIMITS:

The Company has shifted its Registered office within the city w.e.f. 8^th August, 2023 from A -
1106, Empire Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad -
380 060 to S.F. Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam
Complex Nikol Ahmedabad- 382 350.

The Company has shifted its Registered office within the city w.e.f. 9^th February, 2024 from S.F.
Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol
Ahmedabad- 382 350 to A1311, Sun West Bank, Ashram Road, Ahmedabad - 380 009.

17. SHIFTING OF CORPORATE OFFICE:

The Company has shifted its corporate office w.e.f. 8^th August, 2023 from A - 1106, Empire
Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad -380 060 to S.F.
Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol
Ahmedabad- 382 350.

The Company has shifted its corporate office within the city w.e.f. 9^th February, 2024 from S.F.
Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol
Ahmedabad- 382 350 to A1311, Sun West Bank, Ashram Road, Ahmedabad - 380 009.

18. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

19. VIGIL MECHANISM:

During the year under review, the Company did not accept any deposits from the public and not
borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of
Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 does not apply to the Company.

20. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with the
same.

21. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The
Board sought the feedback of Directors on various parameters including: ¹

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non¬
Independent Directors. These meetings were intended to obtain Directors’ inputs on
effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship
between the Board and the Management, and the openness of the Management in sharing
strategic information to enable Board Members to discharge their responsibilities and fiduciary
duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted
by the Board. The performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation
was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of the Directors individually as well as evaluation of the working of the Board by way
of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal
audit cell for its effectiveness. During the financial year, such controls were tested and no
reportable material weaknesses in the design or operations were observed. The Statutory
Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance
with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the
Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

During the year, no reportable material weakness was observed.

23. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION-
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

A. Auditors'' Report:

The observations of the Statutory Auditor, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not calls for any further comment.

B. Secretarial Auditor''s Report:

The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR-3 and do not calls
for any further comment.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT-2013:

The details of loans, investment, guarantees and securities covered under the provisions of
section 186 of the Companies Act, 2013 are provided in the financial statement.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014, is
attached as Annexure - 2.

26. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:

a) Risk Management Committee:

The Board of Directors of the Company has formed a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has additional oversight in the area of
financial risks and controls. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. The
development and implementation of risk management policy has been covered in the
Management Discussion and Analysis, which forms part of this report.

b) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.

c) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.

27. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	637.07
2.	Current Year’s Profit	5.31
3.	Utilization of Reserve	-
4.	Amount of Securities Premium and other Reserves	-
Total		642.38

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014,
is not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0.00 percent of the total revenue in FY 2023-24;

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2023¬ 24	F.Y. 2022¬ 23
1.	Foreign exchange earnings	NIL	NIL
2.	CIF value of imports	NIL	NIL
3.	Expenditure in foreign currency	NIL	NIL
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	NIL	NIL

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees
of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 2023-24.

30. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant
related party transactions which may have potential conflict with the interest of the Company at
large. Suitable disclosures as required are provided in AS-18 which is forming the part of the
notes to financial statement.

31. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

Sr. No.	Name	Designation	DIN
1.	Mr. Bhumishth Patel5	Non-Executive Director	02516641
2.	Mrs. Payal Patel6	Whole-Time Director	05300011
3.	Ms. Payal Patel8	Chief Financial Officer	ATCPP0254C
4.	Mr. Dahyabhai Patel7	Non-Executive Director	07061899
5.	Mr. Parimal Patwa15	Independent Director	00093852
6.	Mr. Harsh Kothari16	Independent Director	09310696
9.	Ms. Madhuri Mistry1	Company Secretary	ALOPM3351M
10.	Mr. Sanjaykumar Nai2	Additional Non-Executive Director	10083298
11.	Mr. Vijaykumar Patel3	Managing Director	08073622
12.	Mr. Premaram Patel4	Additional Non-Executive and Independent Director	09324872
13.	Mr. Sunil Patel9	Chief Financial Officer	CRXPP4293E
14	Mr. Manthan Rameshbhai Tilva10	Managing Director	10453462
15	Mr. Sanket Ladani11	Additional Non-Executive Director	10453446
16	Mr. Vaghasiya Brijeshkumar Mathurbhai12	C hief Financial Officer	AGOPV1784C
17	Mr. Vinod Rajabhai Bhadarka13	Additional Non-Executive and Independent Director	09829560
18	Ms. Khyati Kanaiyalal Patel14	Additional Non-Executive and Independent Director	10548061
19	Mr. Akshay Talshibhai Sanepara18	Additional Non-Executive and Independent Director	10552630
20	Ms. Sangita Rajpurohit19	Company Secretary	CHIPR0064A
21	Ms. Nitixa Bharatkumar Ramanuj17	Non-Executive and Independent Director	10288703

1. Ms. Madhuri Mistry had resigned as a compliance officer of the company w.e.f. 5th August,2023.

2. Mr. Sanjaykumar Nai appointed as Additional Non-Executive Director w.e.f. 8th August, 2023 and had resigned from the Post of Non¬
Executive Director w.e.f. 19th January, 2024.

3. Mr. Vijaykumar Patel appointed as Additional Non-Executive Director w.e.f. 8th August, 2023 and change in designation From Additional
Non-Executive Director to Managing Director w.e.f. 14th August,2023 and had resigned from the Post of Managing Director w.e.f. 19th
January, 2024.

4. Mr. Premaram Patel appointed as Additional Non-Executive and Independent Director w.e.f. 8th August, 2023 and has resigned from the

post of Independent Director of the Company w.e.f. 23rd August, 2023.

5. Mr. Bhumishth Patel had resigned as Non- Executive Director w.e.f. 8th August,2023.

6. Mrs. Payal Patel was resigned as whole Time Director w.e.f. 8th August, 2023.

7. Mr. Dahyabhai Patel was resigned as Non-Executive Director of the Company w.e.f. 8th August, 2023.

8. Mrs. Payal Patel was resigned as Chief Financial Officer w.e.f. 9th August, 2023.

9. Mr. Sunil Patel appointed as Chief Financial Officer of the Company w.e.f. 14th August, 2023 and had resigned w.e.f. 10th February, 2024.

10. Mr. Manthan Ramesbhai Tilva appointed as Managing Director of the Company w.e.f. 5th January, 2024.

11. Mr. Sanket Ladani appointed as Additional Non-Executive Director of the Company w.e.f. 5th January, 2024.

12. Mr. Vaghasiya Brijeshkumar Mathurbhai appointed as Chief Financial Officer (CFO) of the Company w.e.f. 9th February, 2024

13. Mr. Vinod Rajabhai Bhadarka appointed as Additional Non-executive Independent Director of the Company w.e.f. 15th March, 2024.

14. Ms. Khyati Kaniyalal Patel appointed as Additional Non-executive Independent Director of the Company w.e.f. 15th March, 2024.

15. Mr. Parimal Suryakant Patwa had resigned from the post of Independent Director of the Company w.e.f. 15th March, 2024.

16. Mr. Harsh Mahendrakumar Kothari had resigned from the post of Independent Director of the Company w.e.f. 15th March, 2024.

17. Ms. Nitixa Bharatkumar Ramanuj was appointed as Independent Director of the Company w.e.f. 23rd August, 2023 and had resigned from
the post of Independent Director of the Company w.e.f. 15th March, 2024.

18. Mr. Akshay Talshibhai Sanepara appointed as Additional Non-executive Independent Director of the Company w.e.f. 29th March, 2024.

19. Ms. Sangita Rajpurohit appointed as Company Secretary and Compliance Officer of the Company w.e.f. 4th April, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2023-24 and till the date of Board''s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Parimal Patwa, Mr. Harsh Kothari, Mr. Premaram Patel, Ms. Nitixa Ramanuj, Mr. Vinod
Bhadarka, Ms. Khyati Patel and Mr. Akshay Sanepara Independent Directors of the Company has
confirmed to the Board that he meets the criteria of Independence as specified under Section
149 (6) of the Companies Act, 2013 and he qualifies to be an Independent Director. They had
also confirmed that they meets the requirement of Independent Director as mentioned under
Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015. The confirmations were noted by the Board.

33. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding
compliance with the conditions of Corporate Governance are appended to the Annual Report as
Annexure - 3.

34. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed
any deposits during the financial year. Hence, the Company has not defaulted in repayment of
deposits or payment of interest during the financial year.

35. AUDITOR:

A. Statutory Auditor:

M/s D G M S & Co., Chartered Accountants, Jamnagar, bearing registration number 112187W,
Statutory Auditors of the company.

The Auditors have also furnished a declaration confirming their independence as well as their
arm’s length relationship with your Company as well as declaring that they have not taken up
any prohibited non-audit assignments for your Company. The Audit Committee reviews the
independence of the Auditors and the effectiveness of the Audit Process.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates, Company Secretaries,
Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the
Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure -
4 in Form MR-3.

C. Internal Auditor:

The Board of directors has appointed M/s. S Parth & Co, Chartered Accountants, Ahmedabad as
the internal auditor of the Company. The Internal Auditor conducts the internal audit of the
functions and operations of the Company and reports to the Audit Committee and Board from
time to time.

36. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below,
was held on 19^th April, 2023, 29^th May, 2023, 8^th August, 2023, 14^th August, 2023, 9^th December,
2023 and 14^th February, 2024 and the attendance records of the members of the Committee are
as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Harsh Kothari6	Chairperson	6	6
Mr. Parimal Patwa7	Member	6	6
Mr. Dahyabhai Patel2	Member	3	3
Mr. Sanjaykumar Nai1	Member	2	2
Ms. Khyati Patel4	Chairperson	0	0
Mr. Sanket Ladani3	Member	1	1
Mr. Vinod Bhadarka5	Member	0	0

1. Sanjaykumar Nai appointed as member of the audit Committee w.e.f. 8th August, 2023 and resigned w.e.f. 19th January, 2024

2. Mr. Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.

3. Mr. Sanket Ladani appointed as member of audit committee w.e.f. 5th January, 2024

4. Ms. Khyati Patel appointed as Chairperson of audit committee w.e.f. 15th March, 2024.

5. Mr. Vinodbhai Bhadarka appointed as member of audit committee w.e.f. 15th March, 2024

6. Mr. Harsh Kothari resigned as Member w.e.f 15th March, 2024

7. Mr. Parimal Patwa resigned as Chairperson w.e.f. 15th March, 2024

During the year all the recommendations made by the Audit Committee were accepted by the
Board.

B. Composition of Nomination and Remunaration Committee:

During the year under review, meetings of members of committee as tabulated below, was held
on , 8^th August, 2023, 14^th August, 2023, 23^rd August, 2023 and 5^th January, 2024, 9^th February,
2024, 15^th March, 2024 and 29^th March, 2024 the attendance records of the members of the
Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Harsh Kothari6	Chairman	6	6
Mr. Parimal Patwa7	Member	6	6
Mr. Dahyabhai Patel1	Member	1	1
Mr. Sanjaykumar Nai2	Member	3	3
Ms. Khyati Patel4	Chairperson	1	1
Mr. Sanket Ladani3	Member	3	3
Mr. Vinod Bhadarka5	Member	1	1

1. Mr. Dahyabhai Patel was resigned as member of Committee w.e.f. 8th August, 2023.

2. Mr. Sanjaykumar Nai appointed as member of the Committee w.e.f. 8th August, 2023 and resigned w.e.f. 19th January, 2024

3. Mr. Sanket Ladani appointed as member of committee w.e.f. 5th January, 2024

4. Ms. Khyati Patel appointed as Chairperson of committee w.e.f. 15th March, 2024.

5. Mr. Vinodbhai Bhadarka appointed as member of committee w.e.f. 15th March, 2024

6. Mr. Harsh Kothari resigned as Member w.e.f 15th March, 2024

7. Mr. Parimal Patwa resigned as Chairperson w.e.f. 15th March, 2024

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee as
tabulated below, was held on, 26^th June, 2023 and 8^th August,2023 and the attendance records of
the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Dahyabhai Patel1	Chairman	2	2
Mr. Harsh Kothari6	Member	2	2
Mr. Parimal Patwa7	Member	2	2
Mr. Sanjaykumar Nai2	Member	0	0
Mr. Sanket Ladani3	Chairperson	0	0
Ms. Khyati Kanaiyalal Patel4	Member	0	0
Mr. Vinod Bhadarka5	Member	0	0

1. Mr, Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.

2. Mr Sanjaykumar Nai appointed as member of the Committee w.e.f. 8th August, 2023 and resigned w.e.f. 19th January, 2024

3. Mr. Sanket Ladani appointed as member of committee w.e.f. 5th January, 2024

4. Ms. Khyati Patel appointed as Chairperson of committee w.e.f. 15th March, 2024.

5. Mr. Vinodbhai Bhadarka appointed as member of committee w.e.f. 15 th March, 2024

6. Mr. Harsh Kothari resigned as Member w.e.f 15th March, 2024

7. Mr. Parimal Patwa resigned as Chairperson w.e.f. 15th March, 2024

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to
its employees. Your directors further state that during the year under review there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by
the Company.

38. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review

39. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the
Company and accordingly such accounts and records are not required to be maintained.

40. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof is not applicable to the Company.

41. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company
to attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company''s Policy on director''s appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company
at www.earumpharma.com

42. INDEPENDENT DIRECTOR:

Separate meetings of the Independent Directors of the Company were held on 10^th February,
2023 to discuss the agenda items as prescribed under applicable laws. All Independent
Directors have attended the said meeting. In the opinion of the Board, all the Independent
Directors fulfil the conditions of Independence as defined under the Companies Act, 2013 and
SEBI (LODR), 2015 and are independent of the management of the Company.

43. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in the Board''s Report.

44. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report.
It contains a detailed write up and explanation about the performance of the Company.

45. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions

47. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

A-1311, Sun West Bank, Ashram Road, Murae Organisor Limited

Ashram Road P.O, Ahmedabad, City Taluka, [Formally known as Earum Pharmaceuticals Limited)

Gujarat, India, 380009

Sd/- Sd/-

Place: Ahmedabad Sanket Ladani Manthan Tilva

Date: 7th September, 2024 Director Managing Director

DIN: 10453446 DIN: 10453462

1

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

---

Mar 31, 2023

DIRECTOR''S REPORT

To,

The Members,

Earum Pharmaceuticals Limited

Your Directors are pleased to present the 11^th Board''s Report on the Business and Operations of
the Company together with the Audited Financial Statement and the Auditor’s Report for the
Financial Year ended on 31^st March, 2023.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2023 is
summarized as below:

Particulars	Financial Year 2022-23	Financial Year 2021-22
Revenue from Operations	1409.25	2103.56
Other Income	226.25	770.30
Total Revenue	1635.50	2873.86
Total Expenses	1355.98	2565.75
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	289.91	319.99
Less: Depreciation / Amortization / Impairment	10.39	11.82
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	279.52	308.17
Add / Less: Exceptional and Extra Ordinary Items	0	0.00
Profit / Loss before Tax Expenses	279.52	308.17
Less: Tax Expense
Current Tax	81.40	85.76
Deferred Tax	0	0.00
Profit / Loss for the Period	198.12	222.41

2. OPERATIONS:

Total revenue from operations for Financial Year 2022-23 is Rs. 1409.25 Lakhs compared to the
total revenue from operations of Rs. 2103.56 Lakhs of previous Financial Year. The Company
has incurred Profit before tax for the Financial Year 2022-23 of Rs. 279.52 Lakhs as compared to
Profit before tax of Rs. 308.17 Lakhs of previous Financial Year. Net Profit after Tax for the
Financial Year 2022-23 is Rs. 198.12 Lakhs as against Net Profit after tax of Rs. 222.41 Lakhs of
previous Financial Year. The Directors are continuously looking for the new avenues for future
growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IFANY

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2022 is available on the Company’s website www.earumpharma.com.

5. BONUS ISSUE:

In the Financial Year 2022-23 Company has not issued bonus shares to the member of the
company

6. SHARE CAPITAL:A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2023 is Rs. 62,35,00,000/-
(Rupees Sixty-Two Crores Thirty-Five Lakhs Only) divided into 31,17,50,000 (Thirty-One
Crores Seventeen Lakhs Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2023 is Rs. 12,33,58,200/- (Rupees
Twelve Crores Thirty-Three Lakhs Fifty-Eight Thousand Two Hundred Only) divided into
6,16,79,100 (Six Crores Sixteen Lakhs Seventy-Nine Thousand One Hundred) equity shares of
Rs. 2/- (Rupees Two Only) each.

7. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do
not recommend any dividend for the Financial Year 2022-23 (Previous year - Nil).

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid
or unclaimed for a period of seven years shall be transferred to the Investor Education and
Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed
dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of
transfer of such unpaid dividend to the said account. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund.

9. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2023 is transferred to
profit and loss account of the Company under Reserves and Surplus.

10. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2022 is available on the Company’s website at www.earumpharma.com

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF
THE REPORT:

There are no material changes and commitments, affecting the financial position of the
Company.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company’s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 12 (Twelve) times viz. 18^th April,
2022, 28^th April, 2022, 9* June, 2022, 14* July, 2022, 26* July, 2022, 30* July, 2022, 3* August
2022, 7^th September, 2022, 5^th November, 2022, 10^th January, 2023, 24^th January, 2023, 10^th
February, 2023.

14. DIRECTORS RESPONSIBILITYSTATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies
Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2023 the
applicable accounting standards have been followed and there is no material departure
from the same;

b. 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 financial year and of the profit of
the Company for the financial year ended on 31^stMarch, 2023.

c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

f. 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.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as
the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral
part of this Report, as per Annexure - 1.

17. SHIFTING OF REGISTERED OFFICE OF THE COMPANY WITHIN LOCAL LIMITS:

The Company has shifted its Registered office within the city w.e.f. 8^th August, 2023 from A -
1106, Empire Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad -
380 060 to S.F. Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam
Complex Nikol Ahmedabad- 382 350.

18. SHIFTING OF CORPORATE OFFICE:

The Company has shifted its corporate office w.e.f. 8^th August, 2023 from A - 1106, Empire
Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad -380 060 to S.F.
Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol
Ahmedabad- 382 350

19. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND
IOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

20. VIGIL MECHANISM:

During the year under review, the Company did not accept any deposits from the public and not
borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of
Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 does not apply to the Company.

21. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with the
same.

22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The
Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non¬
Independent Directors. These meetings were intended to obtain Directors’ inputs on
effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship
between the Board and the Management, and the openness of the Management in sharing
strategic information to enable Board Members to discharge their responsibilities and fiduciary
duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted
by the Board. The performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation
was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of the Directors individually as well as evaluation of the working of the Board by way
of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal
audit cell for its effectiveness. During the financial year, such controls were tested and no
reportable material weaknesses in the design or operations were observed. The Statutory
Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance
with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the
Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

During the year, no reportable material weakness was observed.

24. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:A. Auditors'' Report and Qualified Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

Query 1:

The loans granted are re-payable on demand. As informed, the company has not
demanded repayment of any such loan during the year, thus, thus, there has been no
default on the part of the parties to whom the money has been lent. However no interest
have been charged.

Reply 1:

Interest on Unsecured was not provided because promoter want to help the company.
Query 2:

There is no information of overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under section 189 of the companies Act,
2013. In fact overdue amount is not identifiable.

Reply 2:

There were no identifiable overdue.

Query 3:

According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there is no details of any terms and
condition of said loan, which are unsecured and recoverable. In fact overdue amount is
not identifiable.

Reply 3:

The Loans/Advances are routine business nature hence not identifiable as overdue.
Query 4:

According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has given any loans either
repayable on demand or without specifying any terms or period of repayment, the
aggregate amount is Rs.53.14 crores which is 100% of total loan and out of which

Rs.44.34 crores granted to promoters and related parties as define in clause (76) of
section of the companies act, 2013.

Reply 4:

As regards loans given to said party given for business purpose and in next year they
will be adjusted.

Query 5:

The company has not complied provisions of section 185 and 186 of Companies Act,
2013 in following cases in annexure.

Reply 5:

There is no need to comply the provisions of the section 185 & 186 of the companies act
2013 as the said advances are for business purpose like trading of goods etc.,

Query 6:

The company is regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, employees'' state insurance, income tax, sales-tax, service
tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues
applicable to it. Except regular income tax demand Rs.1.73CRORES.

Reply 6:

The provision of income tax will be paid within short time. The reason for non-payment
of taxes are due to financial crisis.

Query 7:

The company has defaulted in repayment of dues to financial institution, or a bank. The
company has outstanding State Bank of India loan of Rs. 8.73crores (plus Rs.18.82crores
sister concern) which are NPA and not paid as per settlement with bank on dated
02/01/2023 ref no. SAMB/AHD/DKR/2022-23/1100. The additional interest at the rate
of 8.05% also not provided in books of account. As per settlement letter the matter with
DRT for obtaining consent decree is also pending.

Reply 7:

As per settlement with bank the loan of Rs. 4.48 Crore repaid on dated 27/06/2023 and
balance will be paid on or before December 2023 hence no willful default.

Query 8:

According to the information and explanations given to us and on an overall
examination of the balance sheet of the Company, we report that funds have been raised
on short-term basis (RS.8.50CRORES) by the Company and same have been utilised for
advances to the creditors (Rs.11.54crores) for which no explanation given.

Reply 8:

The advance to creditors have been for purchase of goods and in next year this accounts
are adjusted against the purchase.

Query 9:

According to the information and explanations given to us, no report under sub-section
(12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form
ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with
the Central Government.

Reply 9:

There is no need to file report under sub section (12) of section 143 of the company Act
as no any issue to be reported.

B. Secretarial Auditor''s Report:

The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR-3 and do not calls
for any further comment.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT.2013:

The details of loans, investment, guarantees and securities covered under the provisions of
section 186 of the Companies Act, 2013 are provided in the financial statement.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014, is
attached as Annexure - 2.

27. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:a) Risk Management Committee:

The Board of Directors of the Company has formed a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has additional oversight in the area of
financial risks and controls. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. The
development and implementation of risk management policy has been covered in the
Management Discussion and Analysis, which forms part of this report.

b) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.

c) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.

28. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	222.41
2.	Current Year’s Profit	198.12
3.	Utilization of Reserve	-
4.	Amount of Securities Premium and other Reserves	216.54
Total		637.07

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014,
is not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0.15 percent of the total revenue in FY 2022-23;

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2022¬ 23	F.Y. 2021¬ 22
1.	Foreign exchange earnings	NIL	NIL
2.	CIF value of imports	NIL	NIL
3.	Expenditure in foreign currency	NIL	NIL
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	NIL	NIL

30. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees
of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 2022-23.

31. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant
related party transactions which may have potential conflict with the interest of the Company at
large. Suitable disclosures as required are provided in AS-18 which is forming the part of the
notes to financial statement.

32. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

Sr. No.	Name	Designation	DIN
1.	Mr. Bhumishth Patel1	Non-Executive Director	02516641
2.	Mrs. Payal Patel2	Whole-Time Director	05300011
3.	Ms. Payal Patel3	Chief Financial Officer	ATCPP0254C
4.	Mr. Dahyabhai Patel4	Non-Executive Director	07061899
5.	Mr. Parimal Patwa	Independent Director	00093852
6.	Mr. Harsh Kothari	Independent Director	09310696
7.	Mr. Bhavesh Sonesara5	Independent Director	09104502
8.	Mr. Sumit Patel6	Independent Director	08206567
9.	Ms. Madhuri Mistry7	Company Secretary	ALOPM3351M
10.	Mr. Sanjaykumar Nai8	Additional Non-Executive Director	10083298
11.	Mr. Vijaykumar Patel9	Managing Director	08073622
12.	Mr. Premaram Patel10	Additional Non-Executive and Independent Director	09324872
13.	Mr. Sunil Patel11	Chief Financial Officer	CRXPP4293E

1. Mr. Bhumishth Patel was resigned as Managing Director and Continued as a Non-Executive Director w.e.f. 3rd August, 2022and resigned as
Non- Executive Director w.e.f. 8th August,2023.

2. Mrs. Payal Patel was resigned as whole Time Director w.e.f. 8th August, 2023.

3. Mrs. Payal Patel was resigned as Chief Financial Officer w.e.f. 9 th August, 2023.

4. Mr. Dahyabhai Patel was resigned as whole Time Director w.e.f. 8th August, 2023.

5. Mr. Bhavesh Sonesara was resigned as an Independent Director w.e.f. 9thJune, 2022.

6. Mr. Sumit Patel appointed as an Additional Independent Director w.e.f. 5th November, 2022 and regularization as an independent director
is passed against the requisite majority in the extra ordinary general meeting of the company held on 4th February,2023.

7. Ms. Madhuri Mistry was appointed as an and Compliance Officer of the Company w.e.f. 7th September, 2022 and resigned as a compliance
officer of the company w.e.f. 5th August,2023.

8. Mr. Sanjaykumar Nai appointed as Additional Non-Executive Director w.e.f. 8th August, 2023.

9. Mr. Vijaykumar Patel appointed as Additional Non-Executive Director w.e.f. 8th August, 2023 and change in designation From Additional
Non-Executive Director to Managing Director w.e.f. 14th August,2023.

10. Mr. Premaram Patel appointed as Additional Non-Executive and Independent Director w.e.f. 8th August, 2023.

11. Mr. Sunil Patel appointed as Chief Financial Officer w.e.f 14th August, 2023

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2022-23 and till the date of Board''s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Parimal Patwa, Mr. Harsh Kothari and Mr. Premaram Patel Independent Directors of the
Company has confirmed to the Board that he meets the criteria of Independence as specified
under Section 149 (6) of the Companies Act, 2013 and he qualifies to be an Independent
Director. He has also confirmed that he meets the requirement of Independent Director as
mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding
compliance with the conditions of Corporate Governance are appended to the Annual Report as
Annexure - 3.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed
any deposits during the financial year. Hence, the Company has not defaulted in repayment of
deposits or payment of interest during the financial year.

36. AUDITOR:A. Statutory Auditor:

M/s J. M. Patel & Bros., Chartered Accountants, Ahmedabad, bearing registration number
107707W, Statutory Auditors of the company for the Financial Year 2022-2023.

Company has received a written confirmation from M/s J. M. Patel& Bros., Chartered
Accountants, Ahmedabad, to the effect that their appointment, if made, would satisfy the criteria
provided in Section 141 of the Companies Act, 2013 and the Rules framed there under for re¬
appointment as Auditors of your Company.

The Auditors have also furnished a declaration confirming their independence as well as their
arm’s length relationship with your Company as well as declaring that they have not taken up
any prohibited non-audit assignments for your Company. The Audit Committee reviews the
independence of the Auditors and the effectiveness of the Audit Process.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company
Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for
the Financial Year 2022-23.

The Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as Annexure -
4 in Form MR-3.

C. Internal Auditor:

The Board of directors has appointed M/s. H T A & Associates, Chartered Accountants,
Ahmedabad as the internal auditor of the Company. The Internal Auditor conducts the internal
audit of the functions and operations of the Company and reports to the Audit Committee and
Board from time to time.

37. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below,
was held on 18^th April, 2022, 14^th July, 2022, 7^th September, 2022, 5^th November, 2022, 24^th
January, 2023 and 10^th February, 2023 and the attendance records of the members of the
Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Harsh Kothari	Chairman	6	6
Mr. Parimal Patwa	Member	6	6

Mr. Premaram Patel	Member1	-	-
Mr. Dahyabhai Patel	Member2	6	6

1. Mr. Premaram Patel appointed as member of audit committee w.e.f. 8th August, 2023.

2. Mr. Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.

During the year all the recommendations made by the Audit Committee were accepted by the
Board.

B. Composition of Nomination and Remunaration Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee as
tabulated below, was held on 3^rd August, 2022, 7^th September, 2022, 5^th November, 2022 and
10^th January, 2023 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Parimal Patwa	Chairman	4	4
Mr. Harsh Kothari	Member	4	4
Mr. Premaram Patel1	Member	-	-
Mr. Dahyabhai Patel2	Member	4	4

1. Mr. Premaram Patel appointed as member of audit committee w.e.f. 8th August, 2023.

2. Mr, Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee as
tabulated below, was held on, 18^th April, 2022 and 24^th January,2023 and the attendance records
of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Premaram Patel1	Chairman	-	-
Mr. Dahyabhai Patel2	Chairman	2	2
Mr. Harsh Kothari	Member	2	2
Mr. Parimal Patwa	Member	2	2

1. Mr. Premaram Patel appointed as member of audit committee w.e.f. 8th August, 2023.

2. Mr, Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.

38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to
its employees. Your directors further state that during the year under review there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by
the Company.

39. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review

40. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the
Company and accordingly such accounts and records are not required to be maintained.

41. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof is not applicable to the Company.

42. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company
to attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company''s Policy on director''s appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company at
www.earumpharma.com

43. INDEPENDENT DIRECTOR:

Separate meetings of the Independent Directors of the Company were held on 10^th February,
2023 to discuss the agenda items as prescribed under applicable laws. All Independent
Directors have attended the said meeting. In the opinion of the Board, all the Independent
Directors fulfil the conditions of Independence as defined under the Companies Act, 2013 and
SEBI (LODR), 2015 and are independent of the management of the Company.

44. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in the Board''s Report.

45. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report.
It contains a detailed write up and explanation about the performance of the Company.

46. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards

development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions

48. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

S.F. Shop -3/2/B Samruddhi Residency, Earum Pharmaceuticals Limited

Raspan Arcade Cross Road Nr. Satyam,

Complex Nikol Ahmedabad- 382 350

Sd/- Sd/-Sanjaykumar Nai VijayKumar PatelPlace: Ahmedabad Director Managing DirectorDate: 14t^hAugust, 2023 DIN: 10083298 DIN:08073622