Accretion Pharmaceuticals Ltd Directors Report

Dear Members,

Directors of your company are pleased to present herewith the 1st Annual Report together with the Audited Financial Statements for the financial period ended on 31st March, 2024 and report of Auditors thereon.

1. FINANCIAL SUMMARY

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

(Rs. in Thousands except EPS)

Particulars	For the Financial period ended on 31.03.2024
Revenue from Operation	133,525
Other Income	547
Total Revenue	134,071
Total Expenditure	114,121
Profit (Loss) before Tax	19,950
Tax Expenses
- Current Tax	5,008
- Deferred Tax	14
- Tax Adjustment of earlier year	---
Profit (Loss) after Tax	14,929
Earnings Per Share (Basic & Diluted)	11.80

2. STATE OF COMPANYS AFFAIRS

During the period under review, Your Company has earned a profit after tax of Rs. 14,929/- and has reported turnover of Rs. 133,525/-. The company has been formed by conversion of partnership firm into public limited company on 29/11/2023. Accretion? Group is one of the most promising & rising groups in the Healthcare industry with a rich legacy of high-quality healthcare through Ayurveda, Nutraceuticals and Pharmaceutical products.

Currently, Accretion ? Group marks its presence in 20+ countries and is planning to increase their footfall globally to more countries.

Irrespective of divisions and departments, Accretion? has bold plans in expanding frontiers.

Initial Public Offering (IPO) Planning

To cater long-term working capital and capital expenditure outlay and expansion of business of the Company, the company is planning to raise further capital in the form of IPO. Your company has taken various steps towards IPO process including conversion of partnership firm into public company, mandate to merchant banker, appointment of Woman and Independent Directors, appointment of Key Managerial Personnel etc. in compliance of the provisions of the Act and various securities laws.

Your directors are hopeful for the brighter future of the company in the years to come.

3. TRANSFER OF AMOUNT TO RESERVES

During the period under report, the company has not transferred any amount to the reserves.

4. DECLARATION OF DIVIDEND

The board of directors of your company does not recommend any dividend for the financial period 2023-24 or declared interim dividend during the period under review.

5. SHARE CAPITAL

The authorized capital of the company as on 31/03/2024 is Rs. 4,00,00,000/- divided into 40,00,000 equity shares of Rs. 10/- each and the paid-up capital of the company is Rs. 4,00,00,000/- divided into 40,00,000 equity shares of Rs. 10/- each. During the period under review, there were no changes in the capital structure of the Company. Further, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Company has also not purchased its own shares by employees or by trustees for the benefit of the Company.

After the closure of financial year, during the financial year 2024-25, the authorised capital of the company has been increased from Rs. 4,00,00,000/- divided into 40.00. 000 equity shares of Rs. 10/- each to Rs. 10,00,00,000/- divided into 1.00. 00.000 equity shares of Rs. 10/- each by passing shareholders resolution w.e.f. 29/06/2024 and paid-up capital of the company has been increased from Rs. 4.00. 00.000/- divided into 40,00,000 equity shares of Rs. 10/- each to Rs. 4.30.00. 000/- divided into 43,00,000 equity shares of Rs. 10/- each by way of issue of shares on rights basis w.e.f. 09/07/2024

6. TRANSFER OF SHARES

During the period under review, no shares have been transferred/Transmitted from one shareholder to another.

7. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there were no changes in the nature of the business of the company during year under review.

8. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the copy of draft annual return in form MGT-7 for financial period 2023-24 prepared in accordance with Section 92(3) of the Act is available on the website of the Company at https://www.accretionpharma.com/

9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

During the period under review, the Company has not granted any Loans, or provided any guarantee or security or made investments as covered under Section 185 & 186 of the Companies Act, 2013 and complied with the applicable provisions.

10. FRAUD REPORTED BY AUDITOR UNDER SECTION 143

The Auditor has not reported any frauds which are required to be reported by the auditors under sub-section (12) of section 143 of the Companies Act, 2013.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors, based on the representation received from the management, confirm that:

a) in the preparation of the annual accounts for the period ended 31 March 2024, applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected and consistently applied such accounting policies, judgments and estimates that are reasonable and prudent to ensure 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 year;

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

d) they have prepared the financial statements / annual accounts on a going concern basis;

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

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

12. INTERNAL FINANCIAL CONTROL

The Directors wish to state that the company is having adequate internal control and internal financial control system that commensurate with the size and nature of business. Almost all financial and other operational activities are under the supervision of the directors leaving no scope for any manipulation, fraud and other irregularities.

13. DETAILS OF DEPOSITS

The Company has not accepted or invited any deposits from the public during the period under review. Hence, any compliance w.r.t. repayment of deposit or its interest thereon is not applicable to the Company. There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of financial period ended in 31/03/2024.

Sr. No.	Particulars	Amount
1.	Accepted During the Year	NIL
2.	Remained unpaid or unclaimed as at the end of the year	NIL
3.	Whether there has been any default in repayment of deposits or payment of interest thereto during the year and if so, number of such cases and the total amount involved	N.A.
	At the beginning of the year	N.A.
	Maximum during the year	N.A.
	At the end of the year	N.A.
4.	Details of deposits which are not in compliance with the requirements of chapter V of the Act	NIL

During the year under report, the company has accepted unsecured loans from directors of the company or banking or financial institution which are disclosed in the note No. 4 to the financial statements as required by virtue of proviso to Rule 2 (1)(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014

14. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY AUDITOR IN HIS REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark. Hence, the question of comments of Board of Directors does not arise.

15. SUBSIDIARIES. JOINT VENTURE OR ASSOCIATE COMPANIES

The company does not have any subsidiaries, joint venture or associate companies. During the period under review, no company have become or ceased to be the subsidiary, joint venture or associate companies during the year. Therefore, there is no requirement to prepare consolidated financial statement for the financial period under review.

The Directors report has been prepared on the basis of standalone financial statements of the Company.

16. DETAILS OF BOARD MEETINGS

During the period under review, the Board of Directors met 4 times as under:

	Presence of Directors
Date of Meeting	Mayur Sojitra	Harshad Rathod	Vivek Patel	Hardik Prajapati
30/11/2023	Present	Present	Present	Present
11/12/2023	Present	Present	Present	Present
05/01/2024	Present	Present	Present	Present
25/01/2024	Present	Present	Present	Present
Entitled to attend	4	4	4	4
Actually attended	4	4	4	4

The intervening gap between two consecutive Board meetings is within the time prescribed under Companies Act, 2013.

All the Board Meetings were convened and held and proceedings thereof were recorded and signed in compliance of applicable provisions of the Act and Secretarial Standards 1 on Board Meetings.

17. AUDITORS AND AUDITORS REPORT

M/s. K M V & Co., (ICAI Firm Registration No. 139787W), Chartered Accountants, Rajkot were appointed as first auditors of the company in the Board Meeting held on 30/11/2023 till the conclusion of 1st Annual General Meeting.

The Company has approached M/s. K M V & Co. for their re-appointment. However, M/s. KM V & Co. (ICAI Firm Registration No. 139787W), Chartered Accountants, provided their unwillingness for appointment as statutory auditors of the company.

Consequent to above, the Board approached M/s. NGST & Associates, (FRN: 135159W), Chartered Accountants, Mumbai for their appointment as statutory Auditors of the company for a period of 5 years from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting (i.e., from FY 2024-25 till 2028-29).

M/s. NGST & Associates, (FRN: 135159W), Chartered Accountants, Mumbai have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limit under the Act and that they are not disqualified for appointment.

A resolution proposing appointment of M/s. NGST & Associates, (FRN: 135159W), Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, under Section 139 of the Companies Act, 2013, forms part of the Notice for the ensuing AGM and will hold office till the Conclusion of the 6th Annual General Meeting.

The Notes on financial statement referred to in the Auditors Report are selfexplanatory and do not call for any further comments.

18. CONTRACTS OR ARRANAGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties in Form AOC - 2 under Section 134(3) (h) of the Act and rules framed thereunder are annexed herewith as "Annexure A". The Board hereby informs that all the related party transactions are carried out in the ordinary course of business and on arms length basis. Further, the Company has duly complied with the Indian Accounting Standard 24 related to transactions with related parties of the Company.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided: (Rs. In Thousands)

A. Conservation of energy	2023-2024
i. the steps taken or impact on conservation of energy	Nil
ii. the steps taken by the company for utilizing alternate sources of energy	Nil
iii. the capital investment on energy conservation equipments	Nil
B. Technology absorption
i. the efforts made towards technology absorption	Nil
ii. the benefits derived like product improvement, cost reduction, product development or import substitution in case of imported technology	Nil
iii. the expenditure incurred on Research and Development	Nil
C. Foreign Exchange earnings and Outgo
i. Foreign Exchange Earnings	17,816.117
ii. Foreign Exchange Outgo	Nil

20. SECRETARIAL AUDIT

During the period under review, secretarial audit as per section 204(3) of the Companies Act, 2013 is not applicable to the Company.

21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Except the market risk involved in every business, the Board of Directors does not foresee any inherent or foreseeable external risk involved in the business of the company which may threaten the existence of the company.

The risk management policy of the company consists of identifying those market risks which includes availability and pricing of raw materials, competitors in the markets, fluctuation in forex rates, technological changes and upgradation etc., and remedial actions to overcome those risk factors. In the opinion of the Board, the risk management policy of the company has been working effectively.

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

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report. Except as mentioned in point no. 5 relating to share capital of the company.

23. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant or material orders or awards passed by the Courts or any other Regulators or Tribunals relating to Act, which would affect the going concern status and Companys future operations.

25. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONAL

Mayur Popatlal Sojitra, Harshad Nanubhai Rathod, Vivek Ashok Kumar Patel and Hardik Mukundbhai Prajapati were appointed as first directors of the company as per provisions of Articles of Association of the company.

During period under review, the there are no changes in composition of Board of Directors of the Company.

The composition of the Board of Directors as on 31st March, 2024 is as under:

Sr. No.	Name of Director	DIN	Designation
1.	Mayur Popatlal Sojitra	09108404	Director - Promoter - Executive Director
2.	Harshad Nanubhai Rathod	09108392	Director - Promoter - Executive Director
3.	Vivek Ashok Kumar Patel	09130357	Director - Promoter - Executive Director
4.	Hardik Mukundbhai Prajapati	09108403	Director - Promoter - Executive Director

Out of the above-mentioned directors, Harshad Nanubhai Rathod (DIN: 09108392), Mayur Popatlal Sojitra (DIN: 09108404) and Hardik Mukundbhai Prajapati (DIN: 09108403) are liable to retire by rotation at every Annual General Meeting. The directors who have been longest in the office since their last appointment, but as between persons who became Directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be determined by lot.

In accordance with the provisions of the Act and Articles of Association of the Company, Harshad Nanubhai Rathod (DIN: 09108392), retire by rotation at the ensuing annual general meeting, and being eligible has offered himself for reappointment.

After the closure of financial year, during the financial year 2024-25, the Board of Directors have appointed Vivek Ashok Kumar Patel (DIN: 09130357), director of the company, as Managing Director of the Company and recommend his appointment as Managing Director of the company for a period of 5 years to the shareholders of the company at the ensuing Annual General Meeting for their approval.

Further, during the current financial year, w.e.f. 09/07/2024, Harshad Nanubhai Rathod (DIN: 09108392), Director of the company, has been appointed as Chief financial officer of the company and Ms. Bhavika Dhaval Makadia (ICSI Membership No.: 65190) has been appointed as Company Secretary and Compliance officer of the company.

With effect from 09/07/2024, Ms. Grishma Ajayrao Shewale (DIN: 10685826), Mr. Shyam Bhadresh Kapadia (DIN: 10672090) and Mr. Vijay Bharatbhai Anadkat (DIN: 09578670) has been appointed as Additional - Professional - Independent Directors of the company. The Board recommends the appointment of Independent Directors to the shareholders of the company in the ensuing Annual General Meeting of the Company for their approval.

26. ANNUAL EVALUATION OF BOARDS PERFORMANCE

Company does not fall under any criteria as stated in Rule 8(4) of the Companies (Accounts) Rules, 2014. Hence, the provisions relating to evaluation of Boards Performance and related disclosure are not applicable to the company.

27. AUDIT COMMITTEE. NOMINATION AND REMUNERATION COMMITTEE- STAKEHOLDERS RELATIONSHIP COMMITTEE AND VIGIL MECHANISM

As the company has not crossed the thresholds, the company is not required to constitute the Audit Committee, Nomination and Remuneration Committee, Stakeholders relationship committee and vigil mechanism. As a result, companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are not applicable to the company.

28. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

Ms. Grishma Ajayrao Shewale (DIN: 10685826), Mr. Shyam Bhadresh Kapadia (DIN: 10672090) and Mr. Vijay Bharatbhai Anadkat (DIN: 09578670) has been appointed as Additional - Professional - Independent Directors of the company w.e.f. 09/07/2024. The Board recommends the appointment of Independent Directors to the shareholders of the company in the ensuing Annual General Meeting of the Company for their approval.

The Company has received the declaration that they meet the criteria of Independent Director as mentioned in Section 149 (6) of the Act.

29. PARTICULARS OF EMPLOYEES

As the company is not covered u/s 197(12) of the Act, your company is not required to make any disclosure as to details of companys employee as referred to in Section 197(12). No employee is drawing remuneration as mentioned in rule 5(2) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

30. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the period under report, no application or any other proceedings under the IBC, 2016 is made by or against the Company, no such proceedings is pending at the end of financial period 2023-24.

31. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Safety of all employees and all other persons within the premises is of utmost importance to your Company. The Company has been practicing safety of women at workplace as part of its formally adopted Code of Conduct. In order to strengthen it and also in compliance to newly enacted Act for protection of women, your Company has formed Internal Complaints Committee (ICC) and adopted "Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace". The Committees mandate is to bring awareness about ensuring safe workplace for women; receive and take appropriate decision on complaints, if any.

During the period under report, the company has not received any complaint nor has come across any event requiring disclosure under the said act. Your company is fully committed to uphold and maintain the dignity of every woman working at the company or visiting the company.

32. COST AUDITORS AND MAINTENANCE OF COST RECORDS

The provision of Section 148 relating to maintenance of cost records of the products and services as prescribed are not applicable to the company as the products of the company neither fall under the said list of products or services as prescribed by the central government, nor the turnover has crossed the specified limit of Rs. 35 Crores in the previous financial year, as the company has been incorporated on 29/11/2023. Cost audit is also not applicable to the company.

33. DEVELOPMENT AND IMPLEMENTATION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

34. ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the bankers to the company for their valuable support and look forward to their continued co-operation in the years to come. Your directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management. The Board would be failing its duty without acknowledging the co-operation received from various government, semi government and local authorities. The board expects continuous patronage from all its stakeholders.

Place: Ahmedabad	For, and on Behalf of the Board of Directors of
Date: 09/07/2024	Accretion Pharmaceuticals Limited
	sd/-	sd/-
	Harshad Rathod	Vivek Patel
	Director & CFO	Managing Director
	DIN:09108392	DIN:09130357