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Welcure Drugs & Pharmaceuticals Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board hereby presents the 33^rd Annual Report together with Audited Financial Statements comprising Balance Sheet, the statement of Profit and Loss (including other comprehensive income), the cash flow statement and the statement of changes in Equity of the Company and Auditors Report for the Financial Year ended 31^st March, 2025 in terms of Section 134(3) of Companies Act, 2013.

FINANCIAL SUMMARY OF THE COMPANY

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

Particulars	Year Ended 31.03.2025 (Rupees In Lacs)	Year Ended 31.03.2024 (Rupees In Lacs)
Income (Gross)	2645.99	9.390
Expenditure	2367.99	26.870
Profit/(Loss) before Exceptional and extraordinary Items and tax	278.01	(17.480)
Less:- Tax Expense Current Tax/Mat	61.00	-
Deferred Tax Adjustment-Cr/Dr)		-
Tax Adjustments for Earlier Year
Profit/ (Loss) after Tax	217.01	(17.480)
EPS	0.36	(1.301)

MEETINGS OF THE BOARD & COMMITTEES

A tentative calendar of Meeting is prepared and circulated well in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standard - 1 and Listing Regulations.

During the year ended March 31, 2025, the Board met 14 times. The details of Board/committee meetings and the attendance of Directors are provided in the Corporate Governance Report, which forms a part of this Report.

Further, all the recommendations of Audit Committee were accepted by the Board of Directors.

33^nd Annual General Meeting of the Company for the financial year 2024-25 will be held on 24^th September, 2025

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, your Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 the Financial year and of the profit and loss of the company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis;

e) The director had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; for ensuring the orderly and efficient conduct of business, including adherence to companyâs policies, the safeguarding its assets, prevention and detention of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

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.

g) The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

DETAILS IN RESPECT OF FRAUD

In terms of provisions of section 134(3) (ca) no fraud was reported by auditors under section 143(12) of the Companies Act, 2013.

ISSUE OF SECURITIES ON PREFERENTIAL BASIS

> The Board of Directors at its meeting held on June 10, 2024 approved the Preferential Allotment of upto 9,90,00,000 (Nine Crores Ninety Lakhs Only) fully Convertible Warrants to the persons belonging to Non promoter, Public Category.

> On July 11, 2024 the Shareholders approved the Preferential Allotment of upto 9,90,00,000 (Nine Crores Ninety Lakhs Only) fully Convertible Warrants to the persons belonging to Non promoter, Public Category, by passing Special Resolution through postal ballot.

> The Board of Directors at its meeting held on July 18, 2024 approved the Allotment of 9,90,00,000 Fully Convertible Warrants at Issue Price of Rs. 10/- on preferential basis.

> The Board of Directors at its meeting held on July 24, 2024 approved the Conversion of 3,30,00,000 warrants into equal number of equity shares of the Company on preferential basis.

> The Board of Directors at its meeting held on August 08, 2024 approved the Conversion of 3,29,99,997 warrants into equal number of equity shares of the Company on preferential basisâ

> The Board of Directors at its meeting held on August 14, 2024 approved the Conversion of 3,30,00,006 warrants into equal number of equity shares of the Company on preferential basis.

FORFEITURE OF PARTLY PAID UP EQUITY SHARES

The Board of Directors at its meeting held on , i.e., 21st October 2024 approved the forfeiture of 1,53,900 partly paid-up equity shares on which holders thereof have failed to pay the balance call money of Rs.5.00/- per share.

On 30^th April 2025 BSE approved the forfeiture of 1,53,900 partly paid-up equity shares on which holders thereof have failed to pay the balance call money of Rs.5.00/- per share.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16(1) (b) of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also confirmed that they have complied with the Companyâs code of conduct.

AUDIT OBSERVATIONS(i) Statutory Auditor:Disclaimer of OpinionThe Statutory Auditor have given the following Disclaimer of Opinions which are as follows

Disclaimer of Opinion

Management

Response

a. List of Audit Qualification:

The company has unsecured loans amounting to ?8472.96 Lacs. Management has not charged interest on these loans,

On account of no impact on figures, adjustments to be

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.	required for each qualification.
Balance of GST Credit receivable ?4.65 Lacs pending for GST reconciliation. Reconciliation with the GST Online Portal has not been provided, affecting the accuracy of GST Input Credit and the liability towards the government.
The company has trade payables amounting to ?289.76 Lacs; however, the supporting for 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.
Advances to suppliers of ?1,943.84 Lacs remain unconfirmed. Absence of confirmations from these suppliers affects the reliability of liabilities disclosed in the financial statements.
A borrowings amounting to ?12,319.89 Lacs remains unconfirmed to certain parties. The absence of loan confirmations impacts the reliability of Borrowings and financial disclosures.
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.
The Company has not maintained Goods Inward Reports with respect to purchases, nor does it own or lease any warehouse or godown facility. Management has represented that goods are traded directly from vendors to customers without being stored by the Company. However, in the absence of documentary evidence, we are unable to verify the accuracy of this assertion. Furthermore, inventory as at 31st March 2025 stands at ?1,43,52.36 Lacs and we were unable to obtain sufficient appropriate audit evidence to confirm the existence and valuation of the same.

. SECRETARIAL AUDITOR:

No qualifications, reservation or adverse remarks or disclaimer was made by the secretarial auditor in his audit report.

LOANS, GUARANTEES AND INVESTMENTS:

The Company has given Loan or Guarantee or made Investment under Section 186 within the limits specified under Sec 186(2) of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

The following related party transaction has taken place during the financial year 2024-25;
List of related parties with whom transactions have taken place
S.No.	Name Of Related Party	Relation	Nature Of Transaction	F.Y 2024-2025 (From 01.04.2024 to 31.03.2025)
1.	Mr. Manowar Ali	Company Secretary	Remuneration	1,65,000
2.	Mr. Altaf Hussain Shah	Managing Director and CFO	Remuneration	9,30,000
3.	Mr. Suraj Chagan Solanki	Director	Remuneration	8,65,000

STATE OF AFFAIRS- AUDITED IND AS FINANCIAL STATEMENTS

During the Financial Year 2024-25, the total revenue (including other income) was Rs. 2645.99 Lacs, (Rs. 9.390 Lacs in the previous year), and had a Net Profit after tax of Rs. 217.01 Lacs, as against the Net loss of Rs. (17.480) Lacs previous year.

i) Reserves

The net profit after tax of Rs. 217.01 Lacs have been retained in the profit & loss account and has been carried forward to the Balance sheet accordingly.

ii) Dividend

Further, no dividend was proposed to be declared during the period under review. MATERIAL CHANGES AND COMMITMENTS

Subsequent to the end of the financial year i.e. 31st March 2025 and up to the date of this Report, the following material changes and commitments have occurred which have an impact on the financial position of the Company

A. The Board of Directors at its meeting held, on 21st October 2024 approved the forfeiture of 1,53,900 partly paid-up equity shares on which holders thereof have failed to pay the balance call money of Rs.5.00/- per share.

Further, BSE via Approval letter dated April 30, 2025 approved the forfeiture of 1,53,900 equity shares of Rs. 10/- each, which were partly paid-up due to non-payment of allotment/call monies.

B. The Board of Directors at their meeting held i.e., Wednesday, 14th May, 2025 at the registered office of the Company Approved the Alteration in Main Objects Clause of Memorandum of Association of the Company by addition of New Objects.

C. The Board of Directors at their meeting held i.e., Wednesday,14th May, 2025 at the registered office of the Company approved the increase in the Authorised Share Capital of the Company from Rs. 1,16,00,00,000 (Rupees One Hundred Sixteen Crores Only) divided into 11,60,00,000 (Eleven Crore Sixty Lakhs) Equity Shares of Rs. 10/- each to Rs. 1,86,00,00,000 (Rupees One Hundred Eighty Six Crore Only) divided into 18,60,00,000 (Rupees Eighteen Crore Sixty Lakhs Only) Equity Shares of Rs. 10/- each and consequent amendment in the Capital Clause (Clause V) of Memorandum of Association of the Company.

D. The Board of director, on June 18th 2025, has executed a definitive mandate for third-party sourcing and procurement services aggregating ~?517 crore with an overseas client, Fortune Sagar Impex Company Limited, Thailand.

E. Company on 30th June,2025 wins new ? 856 million export-sourcing orders from Giant Exim & Ravina International.

F. Company on 08th July,2025 has successfully completed all export-sourcing assignments concluded during Q1 FY 2025-26 orders aggregating ? 299.91 crore.

G. Company on 05th August, 2025 shifted its Corporate Office from 107/22 Gali No 3, East Azad Nagar, Shahdara, Delhi - 110051 to 608, 6th Floor, Shree Balaji Hights, B/S.

I.D.B.I. Bank, NR. Bodyline Cross Road, C. G. Road, Ellisbridge, Ahmedabad-380006, Gujarat - 380051.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

a. Conservation of energy:

Company has no manufacturing operations; therefore, provisions relating to disclosure of

conservation of energy are not applicable to the Company.

b. Technology absorption:

During the year under review no new technology was absorbed and no expenditure was

incurred on Research & Development.

c. Foreign exchange earnings and outgo:

Foreign exchange earnings and outgo were nil during the current year.

RISK MANAGEMENT

The Company has well defined process to ensure risks are identified and steps to treat them are put in place at the right level in the management. The operating managers are responsible for identifying and putting in place mitigation plan for operational and process risks. Key strategic and business risks are identified and managed by the Directors in the organization.

The Companyâs approach to addressing business risks is comprehensive and includes periodic review of such risks and has established a framework for mitigating controls and reporting mechanism of such risks. Some of the risks that the Company is exposed to are: (i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Net Worth of the Company is less than Rs. 500.00 crore; turnover is less than Rs.1000.00 crore; and net profit is less than Rs. 5.00 crore; therefore constitution of corporate Social Responsibility Committee is not applicable in terms of section 135(1) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the Financial Year 2024-25. A statement on annual evaluation by the Board of its performance and performance of its Committees as well as Individual Directors forms part of the Corporate Governance Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

a) Retirement by Rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, One- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Ravi Thakor (DIN 11210729), Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, he has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of members. The Board of Directors has recommended his re-appointment.

The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding re-appointment of Mr. Ravi Thakor his brief resume, the nature of expertise in specific functional areas, names of Companies

in which he hold Directorships, committee Memberships/ Chairmanships, his shareholding

in the Company etc., are furnished in the annexure to the notice of the ensuing AGM.

b) Appointment1. Mr. Altaf Hussain Shah

â¢ Mr. Altaf Hussain Shah (DIN:10351528) The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Altaf Hussain Shah (DIN:10351528) as an Managing Director of the Company with effect from 28^th march, 2024 subject to Shareholdersâ Approval.

â¢ The above mentioned appointment has been approved by the shareholders by passing Ordinary Resolution through Postal Ballot as on 02^nd May, 2024.

2. Ms. Deepika Krishnan Iyer

â¢ The appointment of Ms. Deepika Krishnan Iyer (DIN: 10515778) as a NonExecutive Independent Director of the Company has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 02^nd May, 2024.

3. Mr. Ashish Abbi

â¢ The appointment of Mr. Ashish Abbi (DIN: 10515790) as Non-Executive Independent Director of the Company has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 02^nd May, 2024.

4. Mr. Pradeep Dnyaneshwar Terse

â¢ The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Pradeep Dnyaneshwar Terse (DIN 10758084) as an Additional Non- Executive Independent Director of the Company for a period of 5 years with effect from 04^th October, 2024 subject to Shareholdersâ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 24^th February, 2025.

5. Mr. Chintan Didawala

â¢ The Board considered the recommendation of nomination committee and approved the appointment of Mr. Chintan Didawala (DIN: 11088268) as Additional Executive Director with effect from 6th May 2025.

â¢ The Board considered and approved the appointment of Mr. Chintan Didawala (DIN: 11088268) as Chief Financial Officer of the company w.e.f 06^th May, 2025.

â¢ The Board considered the recommendation of nomination committee and approved the appointment of Mr. Chintan Didawala (DIN: 11088268) as Managing Director with effect from 14^th May, 2025, subject to the approval of shareholders of the Company.

â¢ The above mentioned appointment has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 14^th June, 2025.

6. Mr. Yogeshkumar Prajapati

â¢ The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Yogeshkumar Prajapati (DIN 11210767) as Additional Non-Executive Independent Director of the Company with effect from August, 05^th 2025 subject to Shareholdersâ Approval.

7. Mrs. Bhumika Pradhan

â¢ The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mrs. Bhumika Pradhan (DIN 10167275) as Additional Non-Executive Independent Director of the Company with effect from August, 05^th 2025 subject to Shareholdersâ Approval.

8. Mr. Ravi Thakor

â¢ The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Ravi Thakor (DIN 11210729) as Additional Non-Executive Non-Independent Director of the Company with effect from August, 05^th 2025 subject to Shareholdersâ Approval.

c) Cessation1) Mr. Altaf Hussain

â¢ The Board received the resignation of Mr. Altaf Hussain (DIN: 10351528) on 5th May 2025 and board considered and accepted the Resignation of Mr. Altaf Hussain from the post of Managing Director- Executive Director & Chief Financial Officer of the company with effect from 5 th May 2025.

2) Mrs. Deepika Krishnan Iyer

â¢ Board received the resignation of Mrs. Deepika Krishnan Iyer on 05th August, 2025 and board considered and accepted the Resignation of Mrs. Deepika Krishnan Iyer from the post of Non- Executive Independent Director of the company with effect from 06th August, 2025.

3) Mr. Ashish Abbi

â¢ Board received the resignation of Mr. Ashish Abbi on 04^th October 2024 and board considered and accepted the Resignation of Mr. Ashish Abbi from the post of Non- Executive Independent Director of the company with effect from 04" October 2024.

4) MR. Suraj Chagan Solanki

â¢ Board received the resignation of Mr. Suraj Chagan Solanki on 05^th August, 2025 and board considered and accepted the Resignation of Mr. Suraj Chagan Solanki

from the post of Non-executive Non-Independent director of the company with effect from 06th August, 2025.

Woman Director

â¢ In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has appointed Mrs. Bhumika Pradhan who is serving on the Board of the Company, since 2025.

CHANGE IN COMPANY SECRETARY & COMPLIANCE OFFICERa) Cessation

â¢ Board considered and approved the resignation of Mr. Manowar, as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 21st February, 2025.

b) Appointment

â¢ Board considered and approved the appointment of Ms. Palak Jain, (M.No:-A76264) as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company in terms of Section 203 of the Companies Act, 2013 read with regulation 6 of SEBI (Listing Obligation and Disclosure Requirement) 2015, with effect from 06th May, 2025.

BOARD MEETINGS

During the year under review, the Board met Twenty One (21) times.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

COMMITTEE MEETINGS a. AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

During the year under review, the Audit Committee met 9 (Nine) times.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the period under review no Company became or ceased to be its subsidiaries, joint venture or associate company.

FIXED DEPOSITS UNDER CHAPTER V

The Company has not accepted any deposit from its Directors, employees or general public during the year; and there is no unpaid or unclaimed deposit at the end of the year.

MATERIAL COURT ORDERS PASSED

During the year no material order was passed by any regulators, tribunals or courts which impacts the going concern & companyâs operations in future.

INTERNAL FINANCIAL CONTROL

According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company believes that a strong internal control framework is very much essential and is part of good corporate governance practices. Your Company has in place well defined and adequate internal financial control framework commensurate with the size and complexity of its business to ensure proper recording of financial &operational information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control.

SEXUAL HARASSMENT OF WOMAN AT WORK PLACE

The Company has zero tolerance for sexual harassment at workplace and had in place policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013(POSH Act) and Rules made thereunder, the Company has constituted Internal Committees (IC). Our POSH Policy is now inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI community. During the year, company has not received any sexual harassment complaints.

To build awareness in this area, the Company has been conducting induction/refresher programmes in the organisation on a continuous basis. During the year, your Company organised offline training sessions on the topics of Gender Sensitisation and Code Policies including POSH for all office and factory-based employees.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

DISQUALIFICATIONS OF DIRECTORS

Pursuant to Section 164 of the Companies Act, 2013, no director has incurred any disqualification on account of non-compliance with any of the provisions of the Act.

DISCLOSURE ON VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle blower Policy as a part of its vigil mechanism. The purpose of this Policy is to enable any person including the directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable and improper practices and/or any unethical practices in the organization without the knowledge of the management.

All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud or violation of any law, rule or regulation, potential or actual violation, leakage of unpublished price sensitive information without fear of reprisal.

The Company believes in the conduct of its affairs and its constituents by adopting the highest standards of professionalism, honesty, integrity, and ethical behavior, in line with the Code of Conduct (âCodeâ). All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies or the law. Periodic awareness sessions are also conducted for the same. The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy and the same may be accessed at the website of the Company.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations is presented in a separate Section forming part of this Annual Report as âAnnexure - Aâ

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this report as âAnnexure Bâ

A certificate from the Practising Company Secretary confirming compliance of conditions of Corporate Governance as stipulated in Part E of the Schedule V of the Listing Regulations is annexed to the Corporate Governance Report.

STATUTORY AUDITORS:

M/s Gupta Rustagi & Co, Chartered Accountants were appointed as statutory auditors of the Company w.e.f. March 28, 2024 to fill the Casual Vacancy till the conclusion of 32^nd Annual General Meeting i.e 30^th September, 2024.

In 32^nd Annual General Meeting, M/s Chandabhoy & Jassoobhoy, Chartered Accountants, as the Statutory Auditors of the Company for term of five consecutive years, who shall hold

office from the conclusion of this 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting to be held in the financial year 2028-29.

Further, the Notes to Accounts referred to in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments. The Auditorsâ report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

As per the Provisions of Section 204(1) read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has been carrying out audit of its secretarial records.

Vishakha Agrawal & Associates, Company Secretary in practice had been appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2024-25

The Secretarial Audit Report in Form MR-3 obtained from Vishakha Agrawal & Associates, for the said financial year is annexed herewith and forms part of this report as âAnnexure Câ.

The secretarial report is self-explanatory and any observation, qualification are duly responded by the Company within the timeframe.

SHIFTING OF REGISTERED OFFICE

During the year under review, the Company has not shifted its registered office.

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange- âBombay Stock Exchangeâ and up to date Listing Fee is paid.

DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013:

Company is not required to maintain the cost records and accounts as specified under section 148 of Companies Act, 2013 as it not applicable on the Company.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with SEBIâs regulations on Prevention of Insider Trading, the Company has instituted a comprehensive Code of Conduct for its Directors and Designated Employees. The code lays down guidelines which advise them on procedure to be followed and disclosures to be made while dealing with shares of the Company and cautioning them of consequences of violations.

Based on the recent amendments in the SEBI (Prevention of Insider Trading Regulations), 2015, the company has revised the âCode of Conduct for Prevention of Insider Tradingâ of the Company. Company Secretary is the Compliance Officer for the purpose of this code. During the year, there has been due compliance with the code by the Company and all insiders and requisite disclosures were made to the Stock Exchanges from time to time.

The Company has now adopted the new amended SEBIâs (Prevention of Insider Trading) Regulations, 2015 duly approved by the Board of Directors at its meeting in term of which the Code of Practices Procedure for fair disclosure unpublished price sensitive information and the Code of Internal procedure and conduct for regulation, monitor and report of trading in the Securities for the designated employees and the connected persons have been adopted.

POLICY ON DIRECTORSâ APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management.

The salient features of the Policy are:

â¢ It provides the diversity on the Board of the Company and

â¢ It provides the mechanism for performance evaluation of the Directors

â¢ It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors.

â¢ It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

It lays down the parameters for remuneration payable to Director for services rendered in other capacity.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company. During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made to applicable laws.

SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standard-1 on âMeetings of the Board of Directorsâ and Secretarial Standard-2 on âGeneral Meetingsâ issued by the Institute of Company Secretaries of India.

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), no unpaid/unclaimed dividends were transferred during the year under review to the Investor Education and Protection Fund.

Mar 31, 2025

FINANCIAL SUMMARY OF THE COMPANY

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

Particulars	Year Ended 31.03.2025 (Rupees In Lacs)	Year Ended 31.03.2024 (Rupees In Lacs)
Income (Gross)	2645.99	9.390
Expenditure	2367.99	26.870
Profit/(Loss) before Exceptional and extraordinary Items and tax	278.01	(17.480)
Less:- Tax Expense Current Tax/Mat	61.00	-
Deferred Tax Adjustment-Cr/Dr)		-
Tax Adjustments for Earlier Year
Profit/ (Loss) after Tax	217.01	(17.480)
EPS	0.36	(1.301)

MEETINGS OF THE BOARD & COMMITTEES

Further, all the recommendations of Audit Committee were accepted by the Board of Directors.

33^nd Annual General Meeting of the Company for the financial year 2024-25 will be held on 24^th September, 2025

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, your Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) The directors had prepared the annual accounts on a going concern basis;

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.

g) The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

DETAILS IN RESPECT OF FRAUD

In terms of provisions of section 134(3) (ca) no fraud was reported by auditors under section 143(12) of the Companies Act, 2013.

ISSUE OF SECURITIES ON PREFERENTIAL BASIS

> The Board of Directors at its meeting held on July 18, 2024 approved the Allotment of 9,90,00,000 Fully Convertible Warrants at Issue Price of Rs. 10/- on preferential basis.

> The Board of Directors at its meeting held on July 24, 2024 approved the Conversion of 3,30,00,000 warrants into equal number of equity shares of the Company on preferential basis.

> The Board of Directors at its meeting held on August 08, 2024 approved the Conversion of 3,29,99,997 warrants into equal number of equity shares of the Company on preferential basisâ

> The Board of Directors at its meeting held on August 14, 2024 approved the Conversion of 3,30,00,006 warrants into equal number of equity shares of the Company on preferential basis.

FORFEITURE OF PARTLY PAID UP EQUITY SHARES

On 30^th April 2025 BSE approved the forfeiture of 1,53,900 partly paid-up equity shares on which holders thereof have failed to pay the balance call money of Rs.5.00/- per share.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

AUDIT OBSERVATIONS(i) Statutory Auditor:Disclaimer of OpinionThe Statutory Auditor have given the following Disclaimer of Opinions which are as follows

Disclaimer of Opinion

Management

Response

a. List of Audit Qualification:

The company has unsecured loans amounting to ?8472.96 Lacs. Management has not charged interest on these loans,

On account of no impact on figures, adjustments to be

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.	required for each qualification.
Balance of GST Credit receivable ?4.65 Lacs pending for GST reconciliation. Reconciliation with the GST Online Portal has not been provided, affecting the accuracy of GST Input Credit and the liability towards the government.
The company has trade payables amounting to ?289.76 Lacs; however, the supporting for 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.
Advances to suppliers of ?1,943.84 Lacs remain unconfirmed. Absence of confirmations from these suppliers affects the reliability of liabilities disclosed in the financial statements.
A borrowings amounting to ?12,319.89 Lacs remains unconfirmed to certain parties. The absence of loan confirmations impacts the reliability of Borrowings and financial disclosures.
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.
The Company has not maintained Goods Inward Reports with respect to purchases, nor does it own or lease any warehouse or godown facility. Management has represented that goods are traded directly from vendors to customers without being stored by the Company. However, in the absence of documentary evidence, we are unable to verify the accuracy of this assertion. Furthermore, inventory as at 31st March 2025 stands at ?1,43,52.36 Lacs and we were unable to obtain sufficient appropriate audit evidence to confirm the existence and valuation of the same.

. SECRETARIAL AUDITOR:

No qualifications, reservation or adverse remarks or disclaimer was made by the secretarial auditor in his audit report.

LOANS, GUARANTEES AND INVESTMENTS:

The Company has given Loan or Guarantee or made Investment under Section 186 within the limits specified under Sec 186(2) of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

The following related party transaction has taken place during the financial year 2024-25;
List of related parties with whom transactions have taken place
S.No.	Name Of Related Party	Relation	Nature Of Transaction	F.Y 2024-2025 (From 01.04.2024 to 31.03.2025)
1.	Mr. Manowar Ali	Company Secretary	Remuneration	1,65,000
2.	Mr. Altaf Hussain Shah	Managing Director and CFO	Remuneration	9,30,000
3.	Mr. Suraj Chagan Solanki	Director	Remuneration	8,65,000

STATE OF AFFAIRS- AUDITED IND AS FINANCIAL STATEMENTS

i) Reserves

The net profit after tax of Rs. 217.01 Lacs have been retained in the profit & loss account and has been carried forward to the Balance sheet accordingly.

ii) Dividend

Further, no dividend was proposed to be declared during the period under review. MATERIAL CHANGES AND COMMITMENTS

Further, BSE via Approval letter dated April 30, 2025 approved the forfeiture of 1,53,900 equity shares of Rs. 10/- each, which were partly paid-up due to non-payment of allotment/call monies.

E. Company on 30th June,2025 wins new ? 856 million export-sourcing orders from Giant Exim & Ravina International.

F. Company on 08th July,2025 has successfully completed all export-sourcing assignments concluded during Q1 FY 2025-26 orders aggregating ? 299.91 crore.

G. Company on 05th August, 2025 shifted its Corporate Office from 107/22 Gali No 3, East Azad Nagar, Shahdara, Delhi - 110051 to 608, 6th Floor, Shree Balaji Hights, B/S.

I.D.B.I. Bank, NR. Bodyline Cross Road, C. G. Road, Ellisbridge, Ahmedabad-380006, Gujarat - 380051.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

a. Conservation of energy:

Company has no manufacturing operations; therefore, provisions relating to disclosure of

conservation of energy are not applicable to the Company.

b. Technology absorption:

During the year under review no new technology was absorbed and no expenditure was

incurred on Research & Development.

c. Foreign exchange earnings and outgo:

Foreign exchange earnings and outgo were nil during the current year.

RISK MANAGEMENT

CORPORATE SOCIAL RESPONSIBILITY

BOARD EVALUATION

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation

in which he hold Directorships, committee Memberships/ Chairmanships, his shareholding

in the Company etc., are furnished in the annexure to the notice of the ensuing AGM.

b) Appointment1. Mr. Altaf Hussain Shah

â¢ The above mentioned appointment has been approved by the shareholders by passing Ordinary Resolution through Postal Ballot as on 02^nd May, 2024.

2. Ms. Deepika Krishnan Iyer

3. Mr. Ashish Abbi

4. Mr. Pradeep Dnyaneshwar Terse

The above mentioned appointment has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 24^th February, 2025.

5. Mr. Chintan Didawala

â¢ The Board considered and approved the appointment of Mr. Chintan Didawala (DIN: 11088268) as Chief Financial Officer of the company w.e.f 06^th May, 2025.

â¢ The above mentioned appointment has been approved by the shareholders by passing Special Resolution through Postal Ballot as on 14^th June, 2025.

6. Mr. Yogeshkumar Prajapati

7. Mrs. Bhumika Pradhan

8. Mr. Ravi Thakor

c) Cessation1) Mr. Altaf Hussain

2) Mrs. Deepika Krishnan Iyer

3) Mr. Ashish Abbi

4) MR. Suraj Chagan Solanki

â¢ Board received the resignation of Mr. Suraj Chagan Solanki on 05^th August, 2025 and board considered and accepted the Resignation of Mr. Suraj Chagan Solanki

from the post of Non-executive Non-Independent director of the company with effect from 06th August, 2025.

Woman Director

CHANGE IN COMPANY SECRETARY & COMPLIANCE OFFICERa) Cessation

â¢ Board considered and approved the resignation of Mr. Manowar, as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 21st February, 2025.

b) Appointment

BOARD MEETINGS

During the year under review, the Board met Twenty One (21) times.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEE MEETINGS a. AUDIT COMMITTEE

During the year under review, the Audit Committee met 9 (Nine) times.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the period under review no Company became or ceased to be its subsidiaries, joint venture or associate company.

FIXED DEPOSITS UNDER CHAPTER V

The Company has not accepted any deposit from its Directors, employees or general public during the year; and there is no unpaid or unclaimed deposit at the end of the year.

MATERIAL COURT ORDERS PASSED

During the year no material order was passed by any regulators, tribunals or courts which impacts the going concern & companyâs operations in future.

INTERNAL FINANCIAL CONTROL

SEXUAL HARASSMENT OF WOMAN AT WORK PLACE

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

DISQUALIFICATIONS OF DIRECTORS

Pursuant to Section 164 of the Companies Act, 2013, no director has incurred any disqualification on account of non-compliance with any of the provisions of the Act.

DISCLOSURE ON VIGIL MECHANISM / WHISTLE BLOWER POLICY

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations is presented in a separate Section forming part of this Annual Report as âAnnexure - Aâ

CORPORATE GOVERNANCE

STATUTORY AUDITORS:

In 32^nd Annual General Meeting, M/s Chandabhoy & Jassoobhoy, Chartered Accountants, as the Statutory Auditors of the Company for term of five consecutive years, who shall hold

office from the conclusion of this 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting to be held in the financial year 2028-29.

SECRETARIAL AUDITOR

Vishakha Agrawal & Associates, Company Secretary in practice had been appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2024-25

The Secretarial Audit Report in Form MR-3 obtained from Vishakha Agrawal & Associates, for the said financial year is annexed herewith and forms part of this report as âAnnexure Câ.

The secretarial report is self-explanatory and any observation, qualification are duly responded by the Company within the timeframe.

SHIFTING OF REGISTERED OFFICE

During the year under review, the Company has not shifted its registered office.

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange- âBombay Stock Exchangeâ and up to date Listing Fee is paid.

DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013:

Company is not required to maintain the cost records and accounts as specified under section 148 of Companies Act, 2013 as it not applicable on the Company.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

POLICY ON DIRECTORSâ APPOINTMENT AND POLICY ON REMUNERATION

The salient features of the Policy are:

â¢ It provides the diversity on the Board of the Company and

â¢ It provides the mechanism for performance evaluation of the Directors

â¢ It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors.

It lays down the parameters for remuneration payable to Director for services rendered in other capacity.

SECRETARIAL STANDARD OF ICSI

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

Mar 31, 2024

The Board hereby presents the 32^nd Annual Report together with Audited
Financial Statements comprising Balance Sheet, the statement of Profit and
Loss (including other comprehensive income), the cash flow statement and
the statement of changes in Equity of the Company and Auditors Report for
the Financial Year ended 31^st March, 2024 in terms of Section 134(3) of
Companies Act, 2013.

FINANCIAL SUMMARY OF THE COMPANY

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

Particulars	Year ended 31.03.2024 (In Millions)	Year ended 31.03.2023 (In Millions)
Income (Gross)	0.94	2.37
Expenditure	2.69	1.35
Profit/(Loss) before Exceptional and extraordinary Items and tax	(1.75)	1.02
Less:- Tax Expense Current Tax/Mat	-	-
Deferred Tax Adjustment-Cr/Dr)	-	_-
Tax Adjustments for Earlier Year
Profit/ (Loss) after Tax	(1.75)	1.02

MEETINGS OF THE BOARD & COMMITTEES

A tentative calendar of Meeting is prepared and circulated well in advance to
the Directors. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013, Secretarial Standard - 1
and Listing Regulations.

During the year ended March 31, 2024, the Board met 9 times. The details
of Board/committee meetings and the attendance of Directors are provided
in the Corporate Governance Report, which forms a part of this Report.

Further, all the recommendations of Audit Committee were accepted by the
Board of Directors.

31^st Annual General Meeting of the Company for the financial year 2022-23
was held on 28.09.2023

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the Companies Act,
2013 with respect to Directorsâ Responsibility Statement, your Directors
hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;

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 the Financial year and of the profit and loss of the
company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis;

e) The director had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively; for ensuring the orderly and efficient conduct of
business, including adherence to companyâs policies, the safeguarding its
assets, prevention and detention of frauds and errors, the accuracy and
completeness of accounting records, and the timely preparation of reliable
financial information.

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.

g) The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are
adequate and operating effectively.

DETAILS IN RESPECT OF FRAUD

In terms of provisions of section 134(3) (ca) no fraud was reported by
auditors under section 143(12) of the Companies Act, 2013.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria
of independence as provided under Section 149 of the Act and Regulation
16(1) (b) of the Listing Regulations (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force). The Independent
Directors have also confirmed that they have complied with the Companyâs
code of conduct.

AUDIT OBSERVATIONS

(i) Statutory Auditor:

No qualifications, reservation or adverse remarks or disclaimer was made by
the auditor in his audit report

(ii) Secretarial Auditor:

No qualifications, reservation or adverse remarks or disclaimer was made by
the secretarial auditor in his audit report.

LOANS, GUARANTEES AND INVESTMENTS:

The Company has given Loan or Guarantee or made Investment under
Section 186 within the limits specified under Sec 186(2) of the Companies
Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE
RELATED PARTIES:

There were no related party transactions during the year as specified under
section 188 of Companies Act, 2013.However, sitting fee of total Rs.
1,25,000/- was paid to non-executive directors, during the financial year
2023-24 for attending Committee meetings and Board Meetings of the
Company. Director Remuneration of Rs. 35,000 was paid to Vishal Mehra.

STATE OF AFFAIRS- AUDITED IND AS FINANCIAL STATEMENTS

During the Financial Year 2023-24, the total revenue (including other
income) was Rs. 0.94 Millions (Rs. 2.37Millions in the previous year), and
had a Net Loss after tax of Rs. 1.75Millions as against the Profit of Rs.
1.02Millionsin previous year.

i) Reserves

The net loss after tax of Rs. 1.75/- Millions have been retained in the profit
& loss account and has been carried forward to the Balance sheet
accordingly.

ii) Dividend

Further, no dividend was proposed to be declared during the period under
review.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments occurred, which may affect the
financial position of the Company; between the end of the financial year of
the Company to which the financial statements relate and the date of the
report.

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

a. Conservation of energy

Company has no manufacturing operations; therefore, provisions relating to
disclosure of conservation of energy are not applicable to the Company.

b. Technology absorption

During the year under review no new technology was absorbed and no
expenditure was incurred on Research & Development.

c. Foreign exchange earnings and outgo

Foreign exchange earnings and outgo were nil during the current year.

RISK MANAGEMENT

The Company has well defined process to ensure risks are identified and
steps to treat them are put in place at the right level in the management.
The operating managers are responsible for identifying and putting in place
mitigation plan for operational and process risks. Key strategic and business
risks are identified and managed by the Directors in the organization.

risks that the Company is exposed to are: (i) Financial Risk (ii) Regulatory
Risks (iii) Human Resources Risks (iv) Strategic Risks

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Net Worth of the Company is less than
Rs. 500.00 crore; turnover is less than Rs.1000.00 crore; and net profit is
less than Rs. 5.00 crore; therefore constitution of corporate Social
Responsibility Committee is not applicable in terms of section 135(1) of the
Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules
issued thereunder, Regulation 17(10) of the Listing Regulations and the
circular issued by SEBI dated 5th January, 2017 with respect to Guidance
Note on Board Evaluation, the evaluation of the annual performance of the
Directors/Board/Committees was carried out for the Financial Year 2023Â¬
24. A statement on annual evaluation by the Board of its performance and
performance of its Committees as well as Individual Directors forms part of
the Corporate Governance Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of
business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the
composition of Board of Directors:

1. Appointment of Mr. Krishnan J Iyer (DIN: 02940478) as an Additional
Director (Non- Executive and Non- Independent) w.e.f 11th October, 2023.

Appointment of Mohammad Faisal S ''Shaikh (DIN: 10298679) as an
Additional Director (Non Executive and Non- Independent) w.e.f 11th
October, 2023.

2. Mr. Mayank Bhandari (DIN: 06478224) resigned from the post of
Non-Executive and Independent Directorw.e.f. 30th October, 2023.

3. Mr.SurajChaganSolanki and Mr. AltafHussain Shah were appointed as
Additional Director under category of Non-Executive Non Independent
Director and Non-Executive Independent Director respectively on
14.11.2023, who shall be eligible for re-appointment as per Section 152 and
other applicable provisions of the Act or Listing Regulations, subject to the
approval of the shareholders.

Further Mr. Krishnan J Iyer (DIN: 02940478) and Mohammad Faisal S
''Shaikh (DIN: 10298679) resigned from the post of Non-Executive and Non
Independent Director w.e.f. 11th November, 2023.

4. On February 14, 2024 the following Businesses were approved

> Appointment of Mr. AltafHussain Shah (DIN: 10351528) as Managing
Director of the Company by changing his designation.

> Appointment of Mr. AltafHussain Shah as Chief Financial Officer of
the Company.

> Appointment of Ms. Priti Rajesh Kharwar (DIN: 10478128) as
Additional Director (Non-Executive and Independent) of the Company
who shall be eligible for re-appointment as per Section 152 and other
applicable provisions of the Act or Listing Regulations, subject to the
approval of the shareholders.

> Appointment of Ms. Deepika Krishnan Iyer as Additional Director
(Non-Executive and Independent) of the Company who shall be eligible
for re-appointment as per Section 152 and other applicable provisions
of the Act or Listing Regulations, subject to the approval of the
shareholders.

> Mr. Vishal Mehra Resigned (DIN: 09717741) from the post of
Managing Director.

> Mr. Vishal Mehra Resigned from the post of Chief Financial Officer of
the Company.

> Mr. Rajeev Mehra (DIN: 08430959) Resigned from the post of NonÂ¬
Executive- Independent Director of the Company.

> Mrs. Sitaben S Patel (DIN: 02470150) Resigned from the post of NonÂ¬
Executive- Independent Director of the Company

5. Ms. Priti Rajesh Kharwar (DIN: 10478128) resigned from the post
ofAdditional Director (Non-Executive and Independent) w.e.f. 28th March,
2024.

CHANGE IN COMPANY SECRETARY & COMPLIANCE OFFICER

During the FY 2023-24, there was no change in Company Secretary &
Compliance Officer

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the period under review no Company became or ceased to be its
subsidiaries, joint venture or associate company.

FIXED DEPOSITS UNDER CHAPTER V

The Company has not accepted any deposit from its Directors, employees or
general public during the year; and there is no unpaid or unclaimed deposit
at the end of the year.

MATERIAL COURT ORDERS PASSED

During the year no material order was passed by any regulators, tribunals
or courts which impacts the going concern & companyâs operations in
future.

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS:

The Company has put in place adequate internal financial controls over
financial reporting. These are reviewed periodically and made part of work
instructions or processes in the Company. The Company continuously tries
to automate these controls to increase its reliability. This ensures orderly
and efficient conduct of its business, including adherence to the Companyâs
policies, safeguarding of its assets, prevention of errors, accuracy and
completeness of the accounting records and the timely preparation of
reliable financial information.

The internal financial controls with reference to the financial statements
were adequate and operating effectively.

Yours Directors state that during the period under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

DISQUALIFICATIONS OF DIRECTORS

Pursuant to Section 164 of the Companies Act, 2013, no director has
incurred any disqualification on account of non-compliance with any of the
provisions of the Act.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in
compliance with the provisions of Section 177 (10) of the Companies Act,
2013 and Regulation 22 of the Listing Regulations. The Policy ensures that
strict confidentiality is maintained whilst dealing with concerns and also
that no discrimination will be mated out to any person for a genuinely raised
concern. The details of Vigil Mechanism (Whistle Blower Policy) adopted by
the Company have been disclosed in the Corporate Governance Report
attached to this report and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the
Listing Regulations is presented in a separate Section forming part of this
Annual Report as âAnnexure - Aâ

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from the Auditors
on its compliance forms an integral part of this report as âAnnexure Bâ

A certificate from the Practising Company Secretary confirming compliance
of conditions of Corporate Governance as stipulated in Part E of the

Schedule V of the Listing Regulations is annexed to the Corporate
Governance Report.

STATUTORY AUDITORS:

M/s BMGS & ASSOCIATES (FRN-026886N), Chartered Accountants, were
appointment as statutory auditors of the Company from the conclusion of
31^st Annual General Meeting for the period of 5 years to audit the accounts
of the Company till the conclusion of 36^th Annual General Meeting.

However, M/s BMGS & ASSOCIATES (FRN-026886N) resigned as statutory
auditors of the Company w.e.f. March 28, 2024.

M/s Gupta Rustagi& Co, Chartered Accountants were appointed as
statutory auditors of the Company w.e.f. March 28, 2024 to fill the Casual
Vacancy.

Further, the Notes to Accounts referred to in the Auditorsâ Report are selfÂ¬
explanatory and therefore do not call for any further comments. The
Auditorsâ report does not contain any qualification, reservation or adverse
remark.

SECRETARIAL AUDITOR

As per the Provisions of Section 204(1) read with Rule 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company has been carrying out audit of its secretarial records.

Vishakha Agrawal & Associates, Company Secretary in practice had been
appointed as Secretarial Auditor to conduct the Secretarial Audit of the
Company for the Financial Year 2023-24

The Secretarial Audit Report in Form MR-3 obtained from Vishakha Agrawal
& Associates, for the said financial year is annexed herewith and forms part
of this report as âAnnexure Câ.

The secretarial report is self-explanatory and any observation, qualification
are duly responded by the Company within the timeframe.

*Change in Secretarial Auditor: M/s V Kumar and Associates has resigned
from the post of Secretarial Auditor of the Company.

INTERNAL AUDITOR

As per the Provisions of section 138 read with Rule 13 of The Companies
(Accounts) Rules, 2014, with regard to Internal Audit, UmeshAswani& Co.
(Chartered Accountant), was appointed as Internal auditor of the Company
to audit the accounts for the financial year 2023-24.

SHIFTING OF REGISTERED OFFICE

During the year under review, the Company has shifted its registered office
from B33/36 Basement (Back side), West Patel Nagar, near Ram Jass
Ground, Delhi- 110008 to Plot No. 55, Office No- 104 First Floor Vijay Block
,Laxmi Nagar, East Delhi, Delhi-110092

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange-
âBombay Stock Exchangeâ and up to date Listing Fee is paid.

DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013:

Company is not required to maintain the cost records and accounts as
specified under section 148 of Companies Act, 2013 as it not applicable on
the Company.

PARTICULAR OF EMPLOYEES:

Details as required under the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, will made available to the shareholders on their request.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Designated
Persons and their immediate relatives. The Code requires pre-clearance for
dealing in the Companyâs shares and prohibits the purchase or sale of
Company shares by the Designated Persons and their immediate relatives

while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The
Board is responsible for implementation of the Code.

APPOINTMENT AND REMUNERATION POLICY

Your Directors had stated that the Company has framed a proper
Appointment and Remuneration Policy defining its composition, authority,
responsibility and reporting functions and such other information as
required pursuant to Section 178 of the Companies Act, 2013.

SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standard-1 on âMeetings of
the Board of Directorsâ and Secretarial Standard-2 on âGeneral Meetingsâ
issued by the Institute of Company Secretaries of India.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company was not required to transfer any amount to the Investor
Education and Protection Fund during the year under review.

For and on behalf of the Board
Welcure Drugs & Pharmaceuticals Limited

Sd/- Sd/-

Altaf Hussain Shah Suraj Chagan Solanki

Managing Director Director

^Date: M.Â°⁸.²⁰²⁴ DIN: 10351528 DIN:10380845

Mar 31, 2015

Dear Members,

The Board hereby presents the Twenty Third Annual Report to gether with Audited Financial Statements of the Company and Auditors Report for the year ended 31s1 March 2015 in terms of section 134(3) of Companies Act, 2013.

a) Extract of Annual Return

Extract of the Annual Return as provided under section 92(3) of the Companies Act, 2013 in form MGT-9 is annexed as Annexure-I.

b) Numbers of Meetings of The Board

The Details are given in Para2(c) of Corporate Governance Report.

c) Directors Responsibility Statement

Directors hereby state that:

1. In the preparation of annual accounts, the applicable accounting stan dards had been followed along with proper explanation relating to mate rial departures;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period:

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

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

5. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; for ensuring the orderly and efficient conduct of business, including adherence to company's policies, the safeguarding its assets, prevention and detention of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

d) Statement of Declaration by Independent Directors (Section 149(6))

a) The Board of Directors of the Company is of the opinion that:

The independent directors are persons of integrity and possess relevant expertise and experience,

b) The independent directors have given a statement on declaration that

i) None of the independent directors is or was a promoter of the Company or its holding, subsidiary or associate company.

ii) None of the independent directors is related to promoters or directors in the company, its holding, subsidiary or associate company.

iii) None of the independent directors has or had any pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

iv) None of the relatives of independent directors has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters or directors, amounting to two percent or more of its gross turnover or total income or Rupees Fifty Lakhs, during the two immediately preceding financial years or during the current financial year.

v) Neither any independent director nor his relatives:

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year; of:

i A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

ii Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(c) Holds together with his relatives two per cent or more of the total voting power of the company; or

(d) Is a chief executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company.

e) Nomination and Remuneration Committee and Stakeholders Relationship Committee(Section 178(1))

No remuneration has been paid or is being paid to any of the Directors or key Managerial Personnel during the financial year. Therefore no such committee meeting was held. The functions of Stakeholders Relationship Committee are combined and entrusted with Audit Committee.

f)Audit Observations

(i) By the Auditor in his Audit Report:

No Qualifications, reservations or adverse remarks or disclaimer was made by the auditor in his audit report.

(ii) By the Company Secretay in practise in his Secretarial Audit Report: No Qualifications, reservations or adverse remarks or disclaimer was made by the secretarial auditor in his audit report.

g) Loans, Guarantees & Investment

During the year under review, the company has not provided any loan, guar- antee or investment in terms of Section 186 of the Companies Act, 2013.

h) Related Party Transactions

No contract or arrangements with related parties were entered into by the Company, in terms of Section 188 of the Companies Act, 2013.

i) State of Company's Af fairs

The Company had a total income of Rs. 5.31 lacs (Previous Year Rs. 5.09 Lacs); and after deducting the total expenditure of Rs. 4.72 Lacs (Previous year Rs. 4.79 Lacs), the company had a net profit of Rs. 0.59 Lacs (Previous year Rs.0.29 lacs)

Total income basically comprise of commission of Rs. 5.07 lacs ( previous year Rs. 3.77 lacs). Interest Rs. 0.24 lacs (Previous year Rs. 0.13 lacs) and other income Rs. NIL (Previous year Rs. 1.19 Lacs)

j) Reserves

The net profit after tax of Rs. 58,683/- has been retained in the profit & loss account and has been carried forward to the Balance Sheet accordingly.

k) Dividend

In view of the accumulated losses and non availability of liquid funds, dividend declaration is neither possible nor recommended forthe year under review.

l) Material Changes and Commitment

No material changes and commitments occur ed, which may affect the finan- cial position of the Company, between the end of the financial year of the Company to which the financial statements relate and the date of the report.

m) Conservation of Energy, Technology Absortion and foreign Exchange Earnings & Outgo

(i) Conservation of energy-Company has closed its manufacturing operations and sold its Bhiwadi unit; therefore provision relating to disclosure of Conser- vation of Energy is not applicable to the Company.

(ii) Technology absortion- During the year under review no new technology was absorbed and no expenditure was incurred on Research & Development.

(iii) Foreign exchange earnings and outgo - Foreign exchange earnings and outgo were nil during the current year.

n) Risk Management Policy

The details are given in Para 12 of Corporate Governance Report.

o) Corporate Social Responsibility

During the year under review, the net worth of the Company is less than Rs. 500.00 crore; turnover is less than Rs. 1000.00 crate; and net profit is less than Rs. 5.00 crore; therefore constitution of corporate Social Responsibility Com- mittee is not applicable in terms of section 135(1) of the Companies Act, 2013.

p) Formal Annual Evaluation of Board, Committee and the Directors

All the Directors have performed their duties well. Inspite of the fact that no remuneration is being paid to any of the director, the Company has earned an income of Rs. 5.31 lacs.

q) Other Matters

i) Change in Nature of Business - During the year under review, there has been no change in the nature of business of the Company.

ii) Directors & Key Managerial Personnel - During the year, Shri R.K. pandey had resigned from the Audit Committee and Board of Directors of the company with effect from 30.09.2014. The Board expresses its gratitude for the valuable services and contribution rendered by him during his tenure with the company.

Ms Rashi Aggarwal has been appointed as a woman director u/s 161 of Companies Act, 2013 and independent director with effect from 06.10.2014. She was also appointed as Company Secretary with effect from 06.10.2014 in place of Shri D.C.Jain, director of the company who resigned from the post of Company Secretaryship.

Shri M.L.Bhateja was formally designated as Chief Financial Officer of the company with effect from 06.10.2014.

None of the directors is liable to retire by rotation.

iii) Subsidiaries. Joint ventures or Associate Companies - During the period under review no Company became or ceased to be its susidiaries, joint venture or associate company.

iv) Fixed Deposits under Chapter V - The Company had not accepted any deposit from its Directors, employees or general pulic during the year, and there is no unpaid or unclaimed deposit at the end of the year.

v) Material Court Orders - During the year no material court orders was passed by any regulators, tribunals or courts which impact the going concern & companys operation in future.

vi) Internal Control System and their Adequacy - The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are properly authorized, re- corded and reported to the management. The Company is following all the applicable Accounting Standards tor properly maintaining the books of ac- counts and reporting financial statements. The management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

vii) Auditors.- M/'s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible tor re-appointment.

The company has received a letter from M/s M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forth- coming Annual General Meeting, would be within the ceiling limits laid down under the Companies Act,2013 and the rules made thereunder and they are eligible for appointment & not disqualified to act as Auditors of the Company to Audit Accounts of the Company for the Financial Year 2015-2016 and that there are no matters of conduct pending against the firm or any of the auditor.

The Board recommends their appointment.

viii) Composition of Audit Committee - The details of composition of Audit Committee, in terms of section 177(8) are given in Para 3(i) of Corporate Governance report.

lx) Vjgil Mechanism Policy - The Company has no employee; and therefore no Vigil Mechanism Policy/Whistle blower Mechanism has been established, however the Directors of the Company can directly report any grievances to the Board of the Company.

x) Prevention of Sexual Harassment of Women - During the period under review, no woman was in employment of the company. Therefore no internal complaint committee was set up under Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

xi) Listing fee of Shares - The shares of the company are listed on a recognized stock exchange- 'Bombay Stock Exchange' and up to date Listing Fee is paid.

xii) Management Discussion Analysis & Corporate Governance Report - Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors' Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement.

xiii) Certificate tor Compliance of Corporate Governance - Certificate from Practising Company Secretary regarding Compliance of Conditios of Corpo- rate Governance as provided in clause 49 of the listing agreement is annexed.

For & on behalf of Board of Directors

Place : Delhi Sudhir Chandra, Date 27.04.2015 Mg. Director (DIN :00323545) RashiAggarwal Directors Co. Secretary (DIN:06978655)

Mar 31, 2014

Dear Members,

BOARD''S REPORT :

The Board hereby presents the Twenty Second Annual Report together with Audited Financial Statements of the Company for the year ended 31st March 2014.

STATE OF COMPANY''S AFFAIRS

The company had a total income of Rs. 5.08 lacs (previous year Rs. 5.35 Lacs) ; and after deducting the total expenditure of Rs. 4.79 lacs (previous year figure Rs. 4.07 lacs), the company had a net profit of Rs. 0.29 lacs (previous year Rs. 1.28 lacs).Total income basically comprise of commision Rs. 3.76 lacs (Previous year Rs. 3.24 lacs), Interest Rs. 0.13 lacs (Previous year Rs. 0.31 lacs) and other income Rs. 1.19 (Previous year Rs. 1.78).

DIVIDEND

In view of the accumulated losses and non availability of liquid funds, dividend declaration is neither possible nor recommended for the year under review.

COMMENTS ON AUDIT REPORT AND SECRETARIAL AUDIT REPORT

There are no qualification or reservation or adverse remark or disclaimer made by the auditors in their report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors hereby state that:

1. Applicable accounting standards have been followed in the preparation of Annual Accounts.

2. Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956/2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

5. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS (Section 149(6) of COMPANY''S ACT, 2013 The Board of Directors of the Company is of the opinion that:

a) The independent directors are persons of integrity and possess relevant expertise and experience.

b) The independent directors have given a statement on declaration that: i) None of the independent directors is or was a promoter of the

Company or its holding, subsidiary or associate company.

ii) None of the independent directors is related to promoters or directors in the company, its holding, subsidiary or associate company.

iii) None of the independent directors has or had any pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

iv) None of the relatives of independent directors has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, ortheir promoters or directors, amounting to two percent or more of its gross turnover or total income or Rupees Fifty Lakhs, during the two immediately preceding financial years or during the current financial year.

v) Neither any independent director nor his relatives:

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years. (ii) Is or has been an employee or proprietor ora partner, in any of the three financial years immediately preceding the financial year; of:

a) A firm of audi tors or company secretaries in practice or cost audi tors of the company or its holding, subsidiary or associate company; or

b) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) Is a chief executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company.

NOMINATION AND REMUNERATION COMMITTEE AND STAKE- HOLDERS RELATIONSHIP COMMITTEE No remuneration has been paid or is being paid to any of the Directors or key Managerial Personnel during the financial year. Therefore no such committee meeting was held.

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEES AND THE DIRECTORS

Paid up Capital of the Company is less than Rs. 25.00 Crore; therefore formal annual evaluation of the Board, Committee and of individual directors is not applicable in terms of section 134(3)(p) of the Companies Act,2013. MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors'' Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement. Extract of annual return have been included in Corporate Governance Report. DIRECTORS

Shri D.C. Jain is liable to retire by rotation and is eligible for re-appointment. The Board recommends for his re-appointment. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO Company has closed its operations and sold its Bhiwadi unit and therefore Information pursuant to Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is not applicable. LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange- ''Bombay Stock Exchange'' and up to date Listing Fee is paid. AUDITORS

M/s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible for re-appointment. The company has received a letterfrom M/s M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment if made at the forth coming Annual General Meeting, would be within the ceiling limits laid down under the Companies Act,2013 and the rules made thereunder and they are eligible for appointment & not disqualified to act as Audi tors of the Company to Audit Accounts of the Company for the Financial Year 2014- 2015 and that there are no matters of conduct pending against the firm or any of the auditor. The Board recommends their appointment.

For & on behalf of the Board of Directors

Place : Delhi SudhirChandra D.C.Jain

Date : 21.04.2014 Mg. Director Director

Mar 31, 2013

The Board hereby presents the Twenty First Annual Report together with Audited Statements of Account of the Company lor the year ended 31st March 2013.

FINANCIAL RESULTS

The company had commission income of Rs. 5.35 lacs (previous year figure Rs. 19.05 Lacs); and after deducting the total expenditure of Rs. 4.07 lacs (previous year figure Rs. 29.33 lacs), the company had a net profit of Rs. 1.28 lacs (previous year loss Rs. to.28 lacs).

DIVIDEND

In view of the accumulated losses and non availability of liquid funds, dividend declaration is neither possible nor recommended for the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors hereby state that:

1. Applicable accounting standards have been followed in the preparation of Annual Accounts.

2. We have selected such accounting policies and applied them consistency and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss o1 the company for that period;

3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. We have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Shri R.K. Pandey & Shri S.S. Dhanoa are liable to retire by rotation and are eligible for re-appointment. The 8oard recommends 1or their re-appointment.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2013, no employee of the

company was drawing a remuneration in excess of the limits specified under section 217{2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & 0UTQ0

Company has closed its operations and sold its Bhiwadi unit and therefore Information pursuant to Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable.

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange ''Bombay Stock Exchange'' and up to date Listing Fee is paid.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors'' Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement.

AUDITORS

M/s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible for re-appointment

The company has received a letter from Ws M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forthcoming Annual General Meeting, would be within the ceiling limits prescribed under section 224(1-B) of the Companies Act, 1956 and that they were not disqualified to act as Auditors of the Company for the year 2013-14.

The Board recommends their appointment

For & on behalf of the Board of Directors

Place: Delhi Sudhirchandra D.C.jain

Date : 27.04.2013 Mfg.Director Director

Mar 31, 2012

The Board hereby presents the Twentieth Annual Report together with Audited Statements of Account of the Company for the year ended 31st March 2012,

FINANCIAL RESULTS

The financial results are as under:

Figures in Rs. Lacs

Particulars 2011-12 2010-11

Sales - 87

Other Income 19 242

Total Income 19 329

Expenditure 29 154

Interest - 3

Depreciation - 36

Profit/Loss after-tax (10) 136

The Company had no business activity during the year. Income of the company basically comprises of interest earned on deposit with bank and excess provision written back. The company had a loss of Rs. 10 lacs as against profit of Rs. 136 lacs in last year. Expenses were kept under control and reduced from Rs. 154 lacs to Rs. 29 lacs. The company has no liquid funds to run business of the company; therefore, the company has been searching for financial partner or collaborator to come out from such situation.

DIVIDEND

In view of the accumulated losses and non availability of liquid funds, dividend declaration is neither possible nor recommended for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Directors hereby state that:

1. Applicable accounting standards have been followed in the preparation of Annual Accounts.

2. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the company for that period;

3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. We have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Shri D.C.Jain,the managing director of the company had resigned from the position of managing directorship with effect from 15.01.2012 and is holding position as a non-executive director and honorary company secretary. The term of appointment of Shri D.C.Jain was up to 20.08.2012, Therefore, shareholders approval is being sought for his re-appointment as Ordinary Director, retire able by rotation. Shri Sudhir Chandra, a director of the company has been appointed as non-whole time Honorary managing director of the company with effect from 1.02.2012 Shri M.L. Bhateja & Shri D.C.Jain are liable to retire by rotation and are eligible for re-appointment. The Board recommends for their re-appointment.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2012, no employee of the company was drawing a remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956.

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

Company has closed its operations and sold its Bhiwadi unit and therefore Information pursuant to Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable.

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange 'Bombay Stock Exchange' and up to date Listing Fee is paid.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors' Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement.

COST AUDIT

Factory of the Company was sold. The company had no manufacturing activity. Therefore no person was required to be appointed in terms of section 233(1 B) of Companies Act, 1956 and Cost Audit Rules.

AUDITORS

M/s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible for re-appointment.

The company has received a letter from M/s M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forthcoming Annual General Meeting, would be within the ceiling limits prescribed under section 224(1-B) of the Companies Act, 1956 and that they were not disqualified to act as Auditors of the Company for the year 2012-13.

The Board recommends their appointment.

For & on behalf of the Board of Directors

Place : Delhi R.K.Panday D.C.Jain

Date : 27.04.2012 Chairman Director

Mar 31, 2011

The Board hereby presents the Nineteenth Annual Report together with Audited Statements of Account of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

The financial results are as under:

Figures in Rs. Lacs

Particulars 2010 - 11 2009 - 1010

Sales 9 41

Other Income 298 116

Total Income 307 157

Expenditure 154 219

Interest 3 75

Depreciation 36 40

Profit after tax 114 (177)

Company made a profit of Rs.114 lacs as against loss of Rs.177 lacs last year. Sales of the company came down from Rs. 41 lacs to Rs. 9 lacs due to discontinuation of business by a customer. Other income increased mainly on account of profit on sale of assets at a price more than its depreciated value. Expenses were kept under control and reduced from Rs. 219 lacs to Rs. 154 lacs. Bank had withdrawn the working capital limits; interest came down from Rs. 75 lacs to Rs. 3 lacs. In normal course, depreciation came down to Rs. 36 lacs as against Rs. 40 lacs last year.

The Bank had refused to renew the credit facilities and therefore Company was forced to clear its liabilities of Bank. Company has sold its Bhiwadi unit and cleared complete dues of creditors including bank. Sale proceeds of Bhiwadi unit were inadequate to pay off its creditors; and therefore debt- ors, receivables etc. have also been assigned in settlement of creditors. Balance amount payable to creditors has been writ- ten off in the books of accounts, and conveyed to creditors.

DIVIDEND

In view of the accumulated losses non availability of liquid funds, dividend declaration is not recommended for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Directors hereby state that:

1. Applicable accounting standards have been followed in the preparation of Annual Accounts.

2. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the company for that period;

3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. We have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Shri S.N.P Ojha, the whole time works director of the company resigned on 25.04.2011 due to closure of Bhiwadi factory. Shri R.K. Pandey being longest in office is liable to retire by rotation and is eligible for re-appointment. The Board recommends his re-appointment.

SUBSIDIARY COMPANIES

Loan of its subsidiary company A.K. Laboratories Ltd. was paid off & settled nearly for half the amount; keeping in view the availability of funds. The shares of the company were also sold. Company has therefore no subsidiary company.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2011, no employee of the company was drawing a remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956.

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

Company has closed its operations and sold its Bhiwadi unit and therefore Information pursuant to Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, has become redundant

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock ex- change Bombay Stock Exchange and up to date Listing Fee is paid.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement.

COST AUDIT

The company had no manufacturing activity of its own products.

An application for grant of exemption for appointment of cost auditor, in terms of section 233(1B) of the Companies Act, 1956, was made to the Central Government; and therefore, no person was appointed as cost auditor.

AUDITORS

M/s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible for re-appointment.

The company has received a letter from M/s M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forthcoming Annual General Meeting, would be within the ceiling limits prescribed under section 224(1-B) of the Companies Act, 1956 and that they were not disqualified to act as Auditors of the Company for the year 2011-12.

The Board recommends their appointment.

For & on behalf of the Board of Directors

D. C. Jain, Chairman

Place : Delhi Date : 10.05.2011

Mar 31, 2010

Not Available

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